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EXHIBIT 10 (xx)
*THIS INFORMATION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.
ADMINISTRATIVE SERVICES AGREEMENT
This ADMINISTRATIVE SERVICES AGREEMENT (the "Agreement"), effective
the 31st day of January, 1996, by and between VFD of Pennsylvania, Inc., a
Delaware corporation (the "Manager"), and Valley Forge Dental of Florida, P.A.,
a Florida professional association (the "P.A.").
W I T N E S S E T H:
WHEREAS, the P.A. is engaged in the business of providing, among
other things, dental services and related activities in the State of Florida
(the "Practice");
WHEREAS, the P.A. desires to obtain from the Manager, and the
Manager desires to provide to the P.A., the benefit of the Manager's expertise
in operating, directing, managing and supervising the nonprofessional aspects of
the operations of the Practice;
WHEREAS, the P.A. desires to obtain a license from the Manager to
use the proprietary names "Valley Forge Dental", "VFD", "United Dental Group"
and "UDG" and any other proprietary names owned by the Manager and used in
connection with the Practice, and the Manager desires to provide the P.A. with
such a license;
WHEREAS, the P.A. desires to obtain from the Manager, and the Manger
desires to provide to the P.A., certain premises and certain physical assets,
furniture and equipment needed to operate the Practice;
WHEREAS, the Manager and the P.A. entered into an Administrative
Services Agreement dated as of January 31, 1996; and
WHEREAS, the Manager and the P.A. wish to amend and restate the
Administrative Services Agreement in its entirety on the terms and conditions
set forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements herein set forth, the parties hereto, intending to be
legally bound, hereby agree as follows:
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ARTICLE 1
RELATIONSHIP OF PARTIES
1.1 Responsibilities of Parties. The parties agree that the P.A.
will provide, and shall be solely responsible for providing, all professional
services for the Practice and the Manager will be responsible only for
administrative services (as further described in this Agreement). Nothing
contained in this Agreement shall be construed as permitting or providing for
the ownership, establishment, operation or management by the Manager of the
professional services of the Practice, which services shall at all times be the
sole responsibility of the P.A. or permitting the Manager to exercise control
over the Practice in violation of Florida Statute 466.0285 and Florida
Regulation 64B5-17.013; provided, however, that pursuant to its engagement
hereunder, the Manager shall be the exclusive provider of all administrative
services and shall control all aspects of the P.A.'s business other than those
aspects which relate directly to the provision of dental services. Without
limiting the generality of the foregoing, the P.A. shall be solely responsible
for all activities described in Section 2.4 of this Agreement.
1.2 Relationship of Parties. The P.A. and the Manager are not joint
venturers, partners, employees or agents of each other and, except as provided
herein, neither party shall have any authority to bind the other.
1.3 Practice. The P.A. agrees to conduct the Practice in compliance
with all applicable laws, rules and ordinances, including with respect to the
licensing and certification of its providers.
ARTICLE 2
SERVICES OF THE MANAGER
2.1 Covered Services. The Manager, unless otherwise prohibited by
law, shall control all aspects of, and provide to the P.A. the following
services, premises and assets (such services, premises and assets are
hereinafter referred to collectively as the "Covered Services"):
a. General Administrative Services. Overall day-to-day
supervision, conduct and management of the general administrative services
required in connection with the Practice, including supervision of the
non-professional services and personnel described below.
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b. Personnel. Provision of all personnel (other than licensed or
certified professionals, including without limitation, dentists, dental
assistants and dental hygienists, collectively, the "Professional Personnel")
needed to operate and support the Practice, such as receptionists and
secretarial, clerical, purchasing and marketing personnel (collectively, the
"Administrative Personnel"). The Manager shall have the sole and exclusive
responsibility for determining the salaries and fringe benefits of all
Administrative Personnel provided hereunder, and for paying such salaries and
providing such fringe benefits. In recognition of the fact that the
Administrative Personnel provided to the P.A. under this Agreement may from time
to time perform services for others, this Agreement shall not prevent the
Manager from performing such services for others or restrict the Manager from so
using the Administrative Personnel provided to the P.A. under this Agreement.
The Manager will make every effort consistent with sound business practices to
honor the specific requests of the P.A. with regard to the assignment of the
Manager's employees to the P.A.; however, the Manager reserves the sole right to
determine the assignment of its employees. Further, the Manager, in its sole
discretion, may require each of its employees assigned to the P.A. to perform
several of the aforedescribed functions and duties simultaneously.
c. Professional Personnel. Establish guidelines for the
selection, hiring and firing of the Professional Personnel by the P.A. and
recruit and evaluate prospective Professional Personnel; provided, however, that
all of the Professional Personnel shall be employees of, or independent
contractors to, the P.A.
d. Training. Training of all Administrative Personnel and
assistance to the P.A. in arranging for training and continuing education for
Professional Personnel.
e. Administrative and Fiscal Services. Provision of general
administrative, business and fiscal services to the P.A. in connection with the
operation of the Practice, including patient xxxxxxxx, collecting xxxxxxxx,
accounting, auditing (by a certified public accountant selected by the Manager
with the approval of the P.A., which approval shall not be unreasonably withheld
or delayed), bookkeeping, budgeting, record keeping, accounts receivable and
accounts payable processing, electronic data processing and such other services
as the P.A. may from time to time require.
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f. Annual Budget. Prepare in reasonable detail, annual operating
and capital budgets for the P.A. which shall be delivered to the P.A. within
thirty (30) days after the end of each fiscal year, with the Manager retaining
final authority with respect to budget items.
g. Patient Records. Maintenance of patient records (which shall
at all times remain the property and under the sole control of the P.A.) and
provision of record retrieval and monitoring services to assist the P.A. in
utilization and quality assurance reviews in accordance with instructions and
guidelines issued by the P.A. it being understood and agreed that nothing in
this Subsection (e) shall permit the Manager to exercise control over patient
records or the selection, procedures or manner of a course of treatment for a
patient.
h. Quality Control. Development of appropriate quality control
programs, including development of performance standards, sampling techniques
for case review, and preparation of appropriately documented studies.
i. Marketing, Development and Program Negotiation. Assistance to
the P.A. in the marketing of the professional services provided by the P.A. to
potential patients, facilities, health maintenance organizations, insurance
companies, self-insured employer health plans and other various third-party
payors (the "Marketing Services"). The Marketing Services to be provided by the
Manager may include, but are not necessarily limited to, (i) assistance and
support in the preparation of marketing material and brochures and responses to
requests for proposals, (ii) assistance with the placing of advertisements or
articles in magazines, newspapers, other publications and any and all media
determined by the P.A., based on policies determined in its sole discretion to
be beneficial to the P.A., (iii) undertaking telemarketing campaigns and (iv)
the holding of seminars. The Manager shall also assist the P.A., when
appropriate, in negotiating and securing contracts with self-insured employer
health plans, third-party payors, health maintenance organizations, managed care
companies and any other institution, facility or organization that may use the
services that the P.A. is qualified to provide.
j. Equipment and Supplies. Provision of all inventory,
equipment, furnishings and supplies reasonably necessary for the efficient
operation of the Practice. Title to such inventory, equipment, furnishings and
supplies shall at all times remain in the Manager; provided however that during
the term of this Agreement, the P.A. shall maintain complete care, custody and
control of
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all inventory, equipment and supplies. At the end of the term of this Agreement,
the Manager shall retain and the P.A. shall have no further right to use or
possess, such inventory, equipment, furnishings and supplies as shall not have
been consumed in the day-to-day operations of the Practice.
k. Janitorial and Maintenance Service. Arranging for janitorial,
grounds and maintenance and repair services for the P.A. and its equipment and
furnishings.
l. Malpractice Insurance. Assistance to the P.A. in obtaining
malpractice coverage for the P.A., its employees and agents in an amount not
less than One Million Dollars ($1,000,000). The Manager shall also assist the
P.A. in obtaining general liability and property insurance in usual and
customary amounts for the P.A. The Manager shall, on behalf and in the name of
the P.A., pay the premiums for all such insurance and shall provide the P.A.
with evidence of payment on a periodic basis or as reasonably requested.
m. Contracts with Facilities/Programs. Contracts with facilities
and programs serviced by the Practice shall be by and in the name of the P.A.
The Manager shall serve as contracting agent for the P.A. in connection with
such facility or program contracts; provided however that the P.A. shall retain
ultimate control over all pricing policies with respect to dental services and
decisions relating to such facility or program contracts.
n. Protecting Goodwill. Take all necessary steps to preserve and
protect the reputation and goodwill associated with the P.A., including
assistance in the monitoring of utilization and quality of services provided by
the P.A., and shall assist the P.A. to take all steps necessary to remedy any
and all deficiencies in the efficiency or the quality of the services provided.
This section shall not be construed as permitting the Manager to influence or
control the Practice or the Professional Personnel.
o. Facilities. Facilities occupied by the P.A. for the Practice
shall be made available to the P.A. by the Manager.
p. Operations and Regulatory Reports. Delivery to the P.A. of
operations reports containing such information as the P.A. may reasonably
request. The Manager shall timely assist the P.A. in the preparation of all
written reports and information that shall be lawfully
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required by any government body or agency having jurisdiction over the Practice
or the P.A. The P.A. shall review and approve all such required reports and/or
information before any dissemination of the same.
q. Processing Disputes. Administer and process all disputes,
grievances and complaints between the P.A. and all third parties, subject at all
times to the review and final approval of the P.A.
r. Government Regulations; Licenses. To the extent known and
material to the operation of the P.A. and the Practice, the Manager shall
promptly notify the P.A. of any changes which may occur in relevant laws or
regulations of any government, governmental body or agency having jurisdiction
over the Practice or the P.A. The foregoing shall not in any way limit the
P.A.'s continuing professional and legal responsibility to comply with, and be
aware of, all licensing, regulatory, professional or other requirements
applicable to individuals licensed to provide dental services.
s. Advances to the P.A. The Manager shall make advances to the
P.A. as provided by Section 5.3 hereof. Such advances shall bear a reasonable
rate of interest, as mutually agreed to by the Manager and the P.A., payable
monthly.
t. Manager's Responsibilities:
(i) Manager shall accurately xxxx only for those treatments
and procedures under the applicable ADA CPT codes or any successor addition
codes or otherwise in accordance with accepted industry practices as reported to
it by P.A. and P.A.'s Employees.
(ii) Manager shall review any changes to billing codes
submitted to it by P.A. or P.A.'s Employees with P.A. or P.A.'s Employees.
(iii) Manager shall promptly notify P.A. of any information
or communication, whether written or oral, of a nature that would have a
material adverse affect on P.A. that Manager receives from any payor or
governmental agency pertaining to P.A., including, but not limited to, general
policy documents, specific correspondence, profile information, audit requests
and overpayment notification.
(iv) Manager shall indemnify and hold P.A. and its
Shareholders and Professional Personnel harmless from any and all damages caused
by Manager's breach of this
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Section, including, but not limited to, any fines, penalties, interest, monetary
damages of any kind or nature, reasonable attorneys' fees incurred from the time
P.A. is first notified of a claim, reasonable fees for experts hired to assist
P.A. in its defense of any claims and costs.
The Covered Services shall include assumption of all obligations
of the P.A. to provide administrative services to professional personnel who are
not employed by the P.A. The Manager may perform the Covered Services directly
or by reimbursing the P.A. for the cost of any Covered Services.
2.2 Performance of Services. The Manager is hereby expressly
authorized to perform the Covered Services hereunder in whatever reasonable
manner it deems appropriate to meet the day-to-day administrative needs of the
Practice. It is understood and agreed that the Manager will perform some of the
Covered Services for the P.A. at a centralized location.
2.3 Events Excusing Performance. The Manager will not be liable
to the P.A. for failure to perform any of the services required herein in the
event of strikes, lockouts, calamities, acts of God, unavailability of supplies
or other events over which the Manager has no control for so long as such event
continues and for a reasonable period of time thereafter.
2.4 Excluded Services. The parties hereto expressly acknowledge
that the provision of all professional services, including but not limited to,
dental services by the P.A., shall be separate and independent from the
provision of administrative, fiscal and support services by the Manager, and the
P.A. shall be solely and exclusively responsible for all professional services
rendered to patients of the Practice. Without limiting the generality of the
foregoing, the parties acknowledge that:
(a) The P.A. shall be solely responsible for setting all
professional standards of the Practice and shall be solely
responsible for the employment and discharge of all
Professional Personnel; and
(b) The Manager shall not exercise control over the P.A.'s
decisions with regard to:
(i) the selection, procedures or manner of a course of
treatment,
(ii) the professional aspects of patient records,
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(iii) pricing, credit, refunds, warranties and advertising
of dental services except in connection with the
administrative services provided pursuant to Section
2.1 hereof, or
(iv) licensed personnel and office hours.
2.5 Use of Name. The Manager hereby grants to the P.A. a
nontransferable, nonexclusive license to use the proprietary names "Valley Forge
Dental", "VFD", "United Dental Group" and "UDG" and any other proprietary names
owned by the Manager and used by the Practice along with any and all trademarked
symbols for the term of this Agreement (the "License"). All applicable common
law and statutory rights in the proprietary names "Valley Forge Dental", "VFD",
"United Dental Group" and "UDG" and any other proprietary names owned by the
Manager and used by the Practice and their accompanying symbols, including, but
not limited to, rights relating to trademarks, service marks, patents and
copyrights shall be and remain the sole property of the Manager. The P.A. shall
have no right, title or interest in any such proprietary rights.
ARTICLE 3
PROPRIETARY INTEREST AND RIGHTS OF THE MANAGER
3.1 Competition. During the term of this Agreement, neither the P.A.
nor any shareholder of the P.A. shall, directly or indirectly, own an interest
in, administer, manage, advise, assist, operate, join, control, participate in,
or be connected in any manner with any corporation, partnership, proprietorship,
firm, association, person or entity providing dental services or administrative
services in competition with the P.A. or the Manager.
3.2 Confidentiality. The P.A. acknowledges and agrees that the
Manager is entitled to prevent its competitors from obtaining and utilizing its
trade secrets. The P.A. agrees to hold the Manager's trade secrets in strictest
confidence and not to disclose them or allow them to be disclosed directly or
indirectly to any person or entity other than persons engaged by the P.A. or the
Manager. The P.A. acknowledges its fiduciary obligations to the Manager and the
confidentiality of its relationship with the Manager and of any information
relating to the services and business methods of the Manager which it may obtain
during the term of this Agreement. The P.A. shall not, either during the term of
this Agreement or at any time after the expiration or sooner termination of this
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Agreement, disclose to anyone other than employees or independent contractors of
the P.A. or the Manager any confidential or proprietary information or trade
secret obtained by the P.A. from the Manager. The P.A. also agrees to place any
persons to whom said information is disclosed for the purpose of performance
under legal obligation to treat such information as strictly confidential.
ARTICLE 4
BILLING AGENT AGREEMENT
4.1 Professional and Other Fees. The P.A. shall establish a schedule
of fees and charges for the Practice's professional services or shall comply
with the schedule of fees and charges set forth in the health care contracts
pursuant to which the P.A. provides services through its Professional Personnel;
provided, however, that in order to obtain the benefit of the Manager's
expertise in establishing schedules of fees and charges for dental practices
similar to the Practice, the P.A. shall consult with the Manager prior to
establishing such a schedule, it being understood and agreed that nothing in
this Section 4.1 shall permit the Manager to exercise control over the setting
of such fees.
4.2 Xxxxxxxx. Xxxxxxxx of the Practice for all services rendered by
the P.A. shall be by and in the name of the P.A.
4.3 Billing and Collection Agent. The Manager shall serve as billing
and collection agent for the P.A. The Manager shall establish a depository bank
account on behalf of the Practice and will deposit into such account collected
fees generated from the Practice. As provided for in standing instructions
issued by the P.A. to the bank where such depository account is located, the
Manager may withdraw all monies daily from said bank account for processing at a
central location to be used for payment of the P.A.'s expenses, including the
amounts payable to the Manager pursuant to Section 5.1 hereof and any amounts
advanced to the P.A. pursuant to Section 5.3 hereof. Said processing will
consist of establishing and maintaining a book account for the P.A. showing all
fee collections and expense disbursements made by the Manager at the P.A.'s
request. The Manager will provide the P.A. with monthly financial statements for
the Practice reflecting such processing.
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4.4 Reports. The Manager shall provide the P.A. with financial
statements for the Practice, stating gross revenues and amounts to be paid to
the Manager pursuant to Section 5.1 hereof.
4.5 Security for the Manager's Compensation. To secure the prompt
and orderly payment of any amounts owing by the P.A. to the Manager pursuant to
this Agreement, the P.A. hereby agrees to grant, at the request of the Manager,
a security interest to the Manager or to a third-party designated by the
Manager, in all its existing and hereafter created accounts receivable, all cash
or non-cash proceeds therefrom, all insurance policies and proceeds relating
thereto, and all of the P.A.'s rights as an unpaid provider of services, whether
now existing or hereafter created or acquired (collectively, the "Collateral").
The P.A. agrees to execute any and all documents necessary to perfect such
security interest, including but not limited to, UCC financing statements.
ARTICLE 5
FEES
5.1 Fees Payable to the Manager. The P.A. agrees to pay the Manager
for the provision of the Covered Services and the License and all other services
provided hereunder as follows:
a. A monthly license fee for the License in the amount of $* per
clinic location;
b. Monthly reimbursement of all the Manager's direct costs (i.e.
payroll, supplies, travel, etc.) allocated to the P.A., in the Manager's
discretion;
c. Monthly reimbursement of all the Manager's direct costs of
acquiring and/or leasing and maintaining facilities or clinic space
provided to the Practice;
d. Monthly reimbursement of all the Manager's direct costs of
acquiring and/or leasing and
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*THIS INFORMATION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION.
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maintaining furniture, fixtures and equipment provided to the Practice;
e. Monthly reimbursement of all the Manager's direct costs
incurred in the provision of the Marketing Services, with a ten percent
(10%) markup for overhead and administration and a fifteen percent (15%)
markup for profit on such costs; and
f. A per clinic location administrative fee (the "Administration
Fee") of $* per year payable in equal monthly installments of $* per month
on the first day of each month of this Agreement and subject to
renegotiation by either party hereto quarterly during the term of this
Agreement. The Administration Fee is intended to compensate the Manager
for its unallocated overhead and a reasonable profit.
5.2 Fair and Reasonable Compensation of the P.A. for Services of
Professional Personnel. The parties hereto agree that the P.A. shall have the
right to fairly and reasonably compensate its Professional Personnel for their
professional services. Compensation for the Professional Personnel shall be
determined in accordance with employment agreements and other employment
arrangements entered into between the P.A., in consultation with the Manager,
and the Professional Personnel.
5.3 Remittances. To the extent the P.A. shall not generate adequate
revenues to meet the P.A.'s ongoing operating expenses, including the
compensation for professional services pursuant to Section 5.2 of this
Agreement, the Manager shall advance to the P.A. or arrange for such amounts as
may be required. To the extent that the Manager advances any funds to the P.A.
pursuant to this Section 5.3, such advances shall be evidenced by
interest-bearing demand note(s) from the P.A. in favor of the Manager and shall
be secured by the Collateral as provided in Section 4.5 hereof.
5.4 Periodic Adjustment of Compensation. The parties hereto
recognize that the Practice may change in size and scope over the term of this
Agreement which may necessitate adjusting the fees provided for herein.
Therefore, the parties shall review the compensation to the Manager no less
frequently than annually and more frequently
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*THIS INFORMATION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT AND HAS BEE FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION.
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at the request of the Manager or the P.A., if changes in the business of the
P.A. or services by the Manager warrant such more frequent review, and may agree
in writing to modification of the compensation. Such review shall consider the
scope of operations pursuant to this Agreement at the time of review, the
financial success of the Manager and the P.A., changes in the purchasing power
of money, the size and number of facilities being supplied by the Manager, the
scope of the Marketing Services, the size of the Administrative Personnel
workforce and the expenses and risks to the respective parties of performing
this Agreement.
ARTICLE 6
TERM AND TERMINATION
6.1 Term. Unless sooner terminated in accordance with Section 6.2
hereof, the term of this Agreement shall be for a period of forty (40) years and
thereafter this Agreement shall continue indefinitely until terminated in
accordance with Section 6.2 hereof.
6.2 Termination. Notwithstanding any provision of this Agreement to
the contrary, this Agreement may be terminated as set forth below:
(a) In the event of a material breach of this Agreement by either
party as a result of such party's gross negligence or fraud, the other
party may, at any time commencing sixty (60) days after written notice of
the breach has been given to the breaching party, terminate this Agreement
by delivery to the breaching party of a further written notice of
termination; provided, however, that if the breaching party, prior to
receiving such notice of termination, has begun and is diligently
continuing good faith efforts to cure such breach, this Agreement shall
remain in full force and effect;
(b) If either party is determined by a court, administrative body or
peer review organization having jurisdiction, to have engaged in conduct
that results in material harm to the P.A. and constitutes (i) a felony or
other crime involving moral turpitude, including fraud, theft, or
embezzlement or (ii) a failure to act in an ethical or professional
manner, in keeping with
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accepted dental care standards, then immediately upon notice by the other
party;
(c) If either party has engaged in any practice that results in
material harm to the P.A. and violates in any material respect any
federal, state or local law or regulation that is aimed at protecting the
public from coercion into treatment and preventing fraud upon or abuse of
public funding of health services, then immediately upon notice by the
other party;
(d) If either party commences a voluntary case under bankruptcy,
insolvency or similar law, or any involuntary case is commenced against
either party under any bankruptcy, insolvency or similar law and such
involuntary case is not dismissed within thirty (30) days after filing,
then immediately upon notice from the other party; or
(e) After the initial forty (40) year term of this Agreement, either
party may also terminate this Agreement, with or without cause, by giving
the other written notice of termination not less than one (1) year prior
to the effective date of termination.
6.3 Rights Upon Termination. The termination of this Agreement shall
not release or discharge either party from any obligation, debt or liability
which shall have previously accrued and remains to be performed upon the date of
termination.
ARTICLE 7
GENERAL PROVISIONS
7.1 Indemnification. Each party shall indemnify, hold harmless and
defend the other party from and against any liability, loss, claims, lawsuits,
damages, injury, cost, expense or other detriment arising out of or incident to
the performance or nonperformance under this Agreement by such indemnifying
party, its employees, Professional Personnel (in the case of the P.A.),
Administrative Personnel (in the case of the Manager), and agents, including,
without limitation, all consequential damages and attorneys' fees, provided,
however, neither party shall be liable to the other under this Section 7.1 for
any claim
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covered by insurance, except to the extent liability of the party exceeds the
amount of the coverage.
7.2 Assignment. The rights conferred upon the P.A. hereunder may not
be transferred or assigned without the prior written consent of the Manager and
any assignment in violation of this Section 7.2 shall be void. This Agreement
shall be assignable by the Manager.
7.3 Notices. All notices, requests or instructions hereunder shall
be in writing and delivered personally or sent by registered or certified mail,
postage prepaid, as follows:
(1) If to the P.A.:
000 Xxxxxxxxxx Xxxxx
Xxxxxx Xxxxxxx Xxxxx, Xxxxxxx 00000
Attention: Xxxxxx X. Xxxx, D.D.S.
(2) If to the Manager:
c/o Valley Forge Dental Associates, Inc.
0000 Xxxx Xxxxx Xxxxxx
Xxxx xx Xxxxxxx, Xxxxxxxxxxxx 00000
Attention: Xx. Xxxxxxx X. Xxxx
Telephone No.: (000) 000-0000
Telecopy No.: (000) 000-0000
with a copy to:
Xxxxxx & Xxxxxx
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxxxx, Esq.
Telephone No.: (000) 000-0000
Telecopy No.: (000) 000-0000
Either of the above addresses may be changed at any time by notice given as
provided above; provided, however, that any such notice of change of address
shall be effective only upon receipt. All notices, requests or instructions
given in accordance herewith shall be deemed received on the date of delivery,
if hand delivered, and five (5) business days after the date of mailing, if
mailed.
7.4 Entire Agreement. This Agreement and the documents referred to
herein contain the entire agreement between the parties hereto with respect to
the transactions contemplated hereby, and no modification hereof shall be
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effective unless in writing and signed by the party against which it is sought
to be enforced.
7.5 Further Assurances. Each of the parties hereto shall use such
party's best efforts to take such actions as may be necessary or reasonably
requested by the other party hereto to carry out and consummate the transactions
contemplated by this Agreement.
7.6 Attorneys Fees. Each of the parties hereto shall bear such
party's own expenses in connection with this Agreement and the transactions
contemplated hereby.
7.7 Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Florida applicable to agreements
made and to be performed entirely within such State, without regard to any
conflict of laws principles which would apply the laws of any other
jurisdiction.
7.8 Article and Section Headings. The article and section headings
in this Agreement are inserted solely for convenience of reference and are not a
part of and are not intended to govern, limit or aid in the construction of any
term or provision hereof.
7.9 Waiver. The waiver of any covenant, condition or duty hereunder
by either party shall not prevent that party from later insisting upon full
performance of the same.
7.10 Amendment. No amendment in the terms of this Agreement shall be
binding on either party unless in writing and executed by the duly authorized
representatives of each party.
7.11 Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed an original, and both of which taken together
shall constitute one and the same instrument.
7.12 Severability. In the event that any provision of this Agreement
shall be held to be void or unenforceable for any reason, the parties shall
negotiate in good faith for a period of up to one hundred eighty (180) days in
order to arrive at a mutually acceptable substitute provision.
* * *
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their duly authorized representatives as of the date first above
written.
VALLEY FORGE DENTAL OF
FLORIDA, P.A.
By: /s/Xxxxxx X. Xxxx, D.D.S
---------------------------------------
Name: Xxxxxx X. Xxxx, D.D.S
Title: President
VFD OF PENNSYLVANIA, INC.
By: /s/W. Xxxx Xxxxxxx
---------------------------------------
Name: W. Xxxx Xxxxxxx
Title: Vice President
