PMG AND SHAREHOLDER SHALL NOT DISCLOSE THE CONTENTS OF THIS AGREEMENT OR
THE NEGOTIATIONS LEADING TO THIS AGREEMENT TO THIRD PARTIES WITHOUT THE PRIOR
WRITTEN CONSENT OF THE OTHER PARTY.
PMS SHALL ENSURE THAT ALL OF THE ASSIGNEES
LIKEWISE COMPLY WITH THE OBLIGATIONS OF CONFIDENTIALITY IMPOSED BY THIS SECTION,
EXCEPT THAT PMS AND THE ASSIGNEES MAY DISCLOSE THE CONTENTS OF SUCH TO THEIR
RESPECTIVE AGENTS, REPRESENTATIVES, CONTRACTORS, AND EMPLOYEES TO THE EXTENT
NECESSARY TO EXERCISE THEIR RESPECTIVE RIGHTS OR PERFORM THEIR RESPECTIVE
OBLIGATIONS HEREUNDER.
8.2
SUBORDINATION.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY,
EACH OF PMG, PMS AND HOLDINGS HEREBY SUBORDINATES ALL OF ITS RIGHTS UNDER THIS
AGREEMENT TO THE RIGHTS OF THE FIRST LIEN ADMINISTRATIVE AGENT AND THE SECOND
LIEN ADMINISTRATIVE AGENT UNDER THE PLEDGE AGREEMENTS UNTIL THE INDEFEASIBLE
PAYMENT IN FULL IN CASH OF ALL OBLIGATIONS (AS SUCH TERM IS DEFINED IN EACH OF
THE RESPECTIVE CREDIT AGREEMENTS) AND TERMINATION OF ALL COMMITMENTS TO LEND
UNDER THE FIRST LIEN CREDIT AGREEMENT.
9.
GENERAL.
9.1
COMPLIANCE WITH LAW.
PMG AND SHAREHOLDER SHALL, AND SHALL CAUSE
EACH OTHER PROFESSIONAL CORPORATION TO, COMPLY WITH ALL APPLICABLE REQUIREMENTS
OF THE JOINT COMMISSION ON THE ACCREDITATION OF HEALTHCARE ORGANIZATIONS, THE
MEDICARE AND MEDICAID PROGRAMS, APPLICABLE STATE LAW AND REGULATIONS, AND OTHER
LICENSING AND ACCREDITATION AUTHORITIES.
9.2
RELATIONSHIP OF PARTIES.
IN THE EXERCISE OF THEIR RESPECTIVE
RIGHTS AND THE PERFORMANCE OF THEIR RESPECTIVE OBLIGATIONS UNDER THIS AGREEMENT,
PMG AND SHAREHOLDER, ON THE ONE HAND, AND PMS (OR ANY ASSIGNEE), ON THE OTHER
HAND, ARE ACTING IN THE CAPACITY OF THE GRANTOR AND GRANTEE OF AN OPTION TO
PURCHASE ALL OR A PORTION OF THE ASSETS AND/OR STOCK, AND NOTHING IN THIS
AGREEMENT IS INTENDED NOR SHALL BE CONSTRUED TO CREATE BETWEEN THE PARTIES AN
EMPLOYER/EMPLOYEE RELATIONSHIP, A PARTNERSHIP OR JOINT VENTURE RELATIONSHIP OR A
LANDLORD/TENANT RELATIONSHIP.
9.3
ASSIGNMENT.
ALL OF PMS'S RIGHTS AND DUTIES UNDER THIS AGREEMENT
MAY BE ASSIGNED OR DELEGATED BY PMS OR HOLDINGS, INCLUDING BUT NOT LIMITED TO AN
ASSIGNMENT TO BANK OF AMERICA, N.A., IN ITS CAPACITY AS ADMINISTRATIVE AGENT
AND/OR CONTROL AGENT UNDER THE CREDIT AGREEMENTS (SUBJECT TO THE TERMS OF THE
INTERCREDITOR AGREEMENT AS SUCH TERM IS DEFINED IN THE CREDIT AGREEMENTS);
PROVIDED, HOWEVER, THAT PMS OR HOLDINGS, SHALL GIVE WRITTEN NOTICE OF ANY
7
SUCH ASSIGNMENT TO PMG AND SHAREHOLDER WITHIN A REASONABLE TIME PERIOD.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER THIS AGREEMENT
NOR THE RIGHTS AND DUTIES OF THIS AGREEMENT MAY BE ASSIGNED OR DELEGATED BY PMG
OR SHAREHOLDER.
THIS AGREEMENT BINDS THE SUCCESSORS, HEIRS, AND AUTHORIZED
ASSIGNEES OF THE PARTIES.
9.4
ENTIRE AGREEMENT.
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT
AND THE PLEDGE AGREEMENTS TO THE CONTRARY, THIS AGREEMENT, INCLUDING ITS
INCORPORATED EXHIBITS, CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES WITH
RESPECT TO THE OPTION, AND SUPERSEDES ALL OTHER AND PRIOR AGREEMENTS ON THE SAME
SUBJECT, WHETHER WRITTEN OR ORAL AND CONTAINS ALL OF THE COVENANTS AND
AGREEMENTS BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF.
EXCEPT AS EXPRESSLY PROVIDED IN