OF DEFAULT SHALL NOT OPERATE AS A WAIVER OF ANY OTHER DEFAULT OR OF THE SAME
TYPE OF DEFAULT ON A FUTURE OCCASION.
7.6
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL BE BINDING ON AND
SHALL INURE TO THE BENEFIT OF THE PARTIES TO IT AND THEIR RESPECTIVE HEIRS,
LEGAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS, EXCEPT AS OTHERWISE PROVIDED
HEREIN.
NEITHER THIS AGREEMENT NOR ANY OF THE RIGHTS, BENEFITS, OBLIGATIONS OR
DUTIES HEREUNDER MAY BE ASSIGNED OR TRANSFERRED BY EXECUTIVE EXCEPT BY OPERATION
OF LAW.
WITHOUT THE PRIOR WRITTEN CONSENT OF EXECUTIVE, THIS AGREEMENT SHALL
NOT BE ASSIGNED BY THE CORPORATION.
THE CORPORATION WILL REQUIRE ANY SUCCESSOR
(WHETHER DIRECT OR
16
INDIRECT BY PURCHASE, MERGER, CONSOLIDATION OR OTHERWISE) TO ALL OR
SUBSTANTIALLY ALL OF THE BUSINESS AND/OR ASSETS OF THE CORPORATION TO ASSUME
EXPRESSLY AND AGREE TO PERFORM THIS AGREEMENT IN THE SAME MANNER AND TO THE SAME
EXTENT THAT THE CORPORATION WOULD BE REQUIRED TO PERFORM IF NO SUCH SUCCESSION
HAD TAKEN PLACE.
7.7
NECESSARY ACTS.
EACH PARTY TO THIS AGREEMENT SHALL PERFORM ANY
FURTHER ACTS AND EXECUTE AND DELIVER ANY ADDITIONAL AGREEMENTS, ASSIGNMENTS OR
DOCUMENTS THAT MAY BE REASONABLY NECESSARY TO CARRY OUT THE PROVISIONS OR TO
EFFECTUATE THE PURPOSE OF THIS AGREEMENT.
7.8
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND
INTERPRETED, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
DELAWARE.
7.9
NOTICES.
ALL NOTICES, REQUESTS, DEMANDS AND OTHER COMMUNICATIONS
TO BE GIVEN UNDER THIS AGREEMENT SHALL BE IN WRITING AND SHALL BE DEEMED TO HAVE
BEEN DULY GIVEN ON THE DATE OF SERVICE, IF PERSONALLY SERVED ON THE PARTY TO
WHOM NOTICE IS TO BE GIVEN, OR 48 HOURS AFTER MAILING, IF MAILED TO THE PARTY TO
WHOM NOTICE IS TO BE GIVEN BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT
REQUESTED, POSTAGE PREPAID, AND PROPERLY ADDRESSED TO THE PARTY AT HIS ADDRESS
SET FORTH AS FOLLOWS OR ANY OTHER ADDRESS THAT ANY PARTY MAY DESIGNATE BY
WRITTEN NOTICE TO THE OTHER PARTIES:
To Executive:
Thomas F. O'Neil III
On file with the Corporation
WellCare or the Corporation:
WellCare Health Plans, Inc.
8735 Henderson Road
Renaissance Two
Tampa, FL 33634
Attn: Chief Executive Officer
Facsimile: (813) 290-6210
7.10
HEADINGS AND CAPTIONS.
THE HEADINGS AND CAPTIONS USED HEREIN ARE
SOLELY FOR THE PURPOSE OF REFERENCE ONLY AND ARE NOT TO BE CONSIDERED AS
CONSTRUING OR INTERPRETING THE PROVISIONS OF THIS AGREEMENT.
7.11
CONSTRUCTION.
ALL TERMS AND DEFINITIONS CONTAINED HEREIN SHALL BE
CONSTRUED IN SUCH A MANNER THAT SHALL GIVE EFFECT TO THE FULLEST EXTENT POSSIBLE
TO THE EXPRESS OR IMPLIED INTENT OF THE PARTIES HEREBY.
7.12
COUNSEL.
EXECUTIVE HAS BEEN ADVISED BY WELLCARE AND THE
CORPORATION THAT HE SHOULD CONSIDER SEEKING THE ADVICE OF COUNSEL IN CONNECTION
WITH THE EXECUTION OF THIS AGREEMENT AND THE OTHER AGREEMENTS CONTEMPLATED
HEREBY AND EXECUTIVE HAS HAD AN OPPORTUNITY TO DO SO.
EXECUTIVE HAS READ AND
UNDERSTANDS THIS AGREEMENT, AND HAS SOUGHT THE ADVICE OF COUNSEL TO THE EXTENT
HE HAS DETERMINED APPROPRIATE.
THE CORPORATION SHALL REIMBURSE EXECUTIVE