unenforceable in any respect, such provision or provisions shall be ineffective
only to the extent of such invalidity, illegality or unenforceability, without
invalidating the remainder of such provision or provisions or the remaining
provisions of this Agreement, and this Agreement shall be construed as if such
invalid, illegal or unenforceable provision or provisions had never been
contained herein, unless such a construction would be unreasonable.
10.11.
Time of Essence. With regard to all dates and time periods set forth
or referred to in this Agreement, time is of the essence. The parties hereto
acknowledge that each will be relying upon the timely performance by the other
of its obligations hereunder as a material inducement to such party's execution
of this Agreement.
10.12.
Construction. This Agreement shall be deemed to have been drafted
jointly by the parties hereto. Every term and provision of this Agreement shall
be construed simply according to its fair meaning and not strictly for or
against either party hereto.
10.13.
Incorporation by Reference. Each Exhibit attached hereto and referred
to herein is incorporated in this Agreement by reference and shall be considered
part of this Agreement as if fully set forth herein, unless this Agreement
expressly otherwise provides.
10.14.
Headings. The descriptive headings used in this Agreement have been
inserted for convenience of reference only, and are not intended to describe,
interpret, define or limit the scope, extent or intent of this Agreement or any
provision hereof.
10.15.
Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. The parties hereto agree
and acknowledge that delivery of a signature by facsimile or in PDF form shall
constitute execution by such signatory.
10.16.
Counsel. BY SIGNING THIS AGREEMENT, EACH PARTY HERETO EXPRESSLY
AGREES AND ACKNOWLEDGES THAT IT OR HE (A) HAS READ THIS AGREEMENT CAREFULLY, (B)
IS SIGNING THIS AGREEMENT KNOWINGLY AND VOLUNTARILY, (C) HAS BEEN, OR HAS HAD
THE OPPORTUNITY TO BE, REPRESENTED BY INDEPENDENT LEGAL COUNSEL OF ITS OR HIS
OWN CHOOSING REGARDING THE NEGOTIATION AND EXECUTION OF THIS AGREEMENT AND ITS
OR HIS RIGHTS AND OBLIGATIONS HEREUNDER, AND (D) FULLY UNDERSTANDS THE TERMS AND
CONDITIONS CONTAINED HEREIN. FURTHERMORE, SELLER EXPRESSLY AGREES AND
ACKNOWLEDGES THAT TIN KIN LEE LAW OFFICES ("TKL") IS COUNSEL FOR THE BUYER AND
ITS AFFILIATES. IN ADDITION, EACH OF BUYER AND SELLER HEREBY EXPRESSLY AGREES
AND ACKNOWLEDGES THAT, POST-CLOSING, TKL MAY, FOLLOWING THE CLOSING, REPRESENT
THE COMPANY IN CONNECTION WITH ANY POST-CLOSING MATTER RELATED TO THE
"HEALTHCARE SERVICES ASSETS" OR THE "EXCLUDED ASSETS" (AS SUCH TERMS ARE DEFINED
IN THE CERTIFICATE OF DETERMINATION), BUT EXPRESSLY EXCLUDING REPRESENTATION OF
THE COMPANY ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING UNDER ANY
AGREEMENT CONTEMPLATED BY THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY (INCLUDING ANY CLAIM, DISPUTE, LITIGATION OR PROCEEDING), AND
BUYER, ON BEHALF OF ITSELF AND, FOLLOWING THE CLOSING, THE COMPANY HEREBY
EXPRESSLY CONSENTS THERETO AND IRREVOCABLY WAIVES (AND WILL