ANY PARTY HERETO, THAT ARE NOT EMBODIED
HEREIN, AND THAT NO AGREEMENT, STATEMENT, OR PROMISE NOT CONTAINED IN THIS
AGREEMENT SHALL BE VALID OR BINDING.
THIS AGREEMENT AMENDS AND RESTATES THE
PRIOR ASSIGNABLE OPTION AGREEMENT IN ITS ENTIRETY.
THE PARTIES HERETO
ACKNOWLEDGE AND AGREE THAT THE RIGHTS AND OBLIGATIONS UNDER THE PRIOR ASSIGNABLE
OPTION AGREEMENT ARE IN ALL RESPECTS CONTINUING UNDER THIS AGREEMENT WITH ONLY
THE TERMS BEING MODIFIED FROM AND AFTER THE DATE HEREOF AS PROVIDED IN THIS
AGREEMENT.
9.5
COUNTERPARTS.
THIS AGREEMENT, AND ANY
AMENDMENTS HERETO, MAY BE EXECUTED IN COUNTERPARTS, EACH OF WHICH SHALL
CONSTITUTE AN ORIGINAL DOCUMENT, BUT WHICH TOGETHER SHALL CONSTITUTE ONE AND THE
SAME INSTRUMENT.
9.6
HEADINGS.
THE SECTION HEADINGS CONTAINED IN
THIS AGREEMENT ARE INSERTED FOR CONVENIENCE ONLY AND SHALL NOT AFFECT IN ANY WAY
THE MEANING OR INTERPRETATION OF THIS AGREEMENT.
9.7
NOTICES.
ANY NOTICES REQUIRED OR PERMITTED
TO BE GIVEN HEREUNDER BY ANY PARTY TO ANOTHER SHALL BE IN WRITING AND SHALL BE
DEEMED DELIVERED UPON PERSONAL DELIVERY, TWENTY-FOUR (24) HOURS FOLLOWING
DEPOSIT WITH A COURIER FOR OVERNIGHT DELIVERY OR SEVENTY TWO (72) HOURS
FOLLOWING DEPOSIT IN THE U.S. MAIL, REGISTERED OR CERTIFIED MAIL, POSTAGE
PREPAID, RETURN-RECEIPT REQUESTED, ADDRESSED TO THE PARTIES AT THE FOLLOWING
ADDRESSES OR TO SUCH OTHER ADDRESSES AS THE PARTIES MAY SPECIFY IN WRITING:
If to PMG
Or
Shareholder:
c/o Prospect Medical Group, Inc.
1920 East 17th Street, Suite 200
Santa Ana, California
Attention: Osmundo R. Saguil, M.D.
If to PMS:
c/o Prospect Medical Holdings, Inc.
10780 Santa Monica Boulevard, Suite 400
Los Angeles, California
90025
Attention: Samuel S. Lee, Chief Executive Officer
8
9.8
GOVERNING LAW.
THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
CALIFORNIA.
9.9
AMENDMENT.
THIS AGREEMENT MAY BE AMENDED AT
ANY TIME BY AGREEMENT OF PMS, PMG AND SHAREHOLDER, PROVIDED THAT ANY AMENDMENT
SHALL BE IN WRITING AND EXECUTED BY PMS, PMG AND SHAREHOLDER.
9.10
SEVERABILITY.
IF ANY PROVISION OF THIS AGREEMENT
IS HELD BY A COURT OF COMPETENT JURISDICTION TO BE INVALID OR UNENFORCEABLE, THE
REMAINING PROVISIONS WILL NEVERTHELESS CONTINUE IN FULL FORCE AND EFFECT, UNLESS
SUCH INVALIDITY OR UNENFORCEABILITY WOULD DEFEAT AN ESSENTIAL BUSINESS PURPOSE
OF THIS AGREEMENT.
9.11
FEES AND EXPENSES.
PMS, PMG, AND SHAREHOLDER
EACH SHALL BEAR THEIR OWN EXPENSES, INCLUDING, WITHOUT LIMITATION, ATTORNEYS'
AND ACCOUNTANTS' FEES, INCURRED IN CONNECTION WITH THE PREPARATION OF THIS
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY.
9.12
EXHIBITS AND SCHEDULES.
ALL EXHIBITS AND
SCHEDULES ATTACHED TO THIS AGREEMENT ARE INCORPORATED HEREIN BY THIS REFERENCE
AND ALL REFERENCES HEREIN TO "AGREEMENT" SHALL MEAN THIS AGREEMENT TOGETHER WITH
ALL SUCH EXHIBITS AND SCHEDULES.
9.13
TIME OF ESSENCE.
TIME IS EXPRESSLY MADE OF THE
ESSENCE OF THIS AGREEMENT AND EACH AND EVERY PROVISION HEREOF OF WHICH TIME OF
PERFORMANCE IS A FACTOR.
9.14
DISPUTE RESOLUTION.
IN THE EVENT THE PARTIES
HERETO ARE UNABLE TO RESOLVE ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT, THE
PARTIES MAY MUTUALLY AGREE TO ARBITRATE AS SET FORTH BELOW.
(A)
THERE SHALL BE