Prospect Medical Holdings Inc Sample Contracts

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AMENDMENT TO
Services Agreement • September 18th, 1998 • Prospect Medical Holdings Inc
ASSIGNMENT AND ASSUMPTION AGREEMENT For value received, MARVIN L. GINSBURG, M.D., MEDICAL CORPORATION d/b/a A.V. WESTERN MEDICAL GROUP, INC., a California corporation (hereinafter "Assignor"), hereby assigns, transfers, sets over and delivers to...
Assignment and Assumption Agreement • September 18th, 1998 • Prospect Medical Holdings Inc

By this Assignment, which shall be effective as of 12:00 midnight on the Closing Date under the Purchase Agreement, Assignor hereby delegates to Assignee all of it duties and obligations of performance under each and every Obligation set forth in said Contracts (as such term is defined in the Purchase Agreement) and Assignee hereby agrees to perform any and all other Obligations required to be performed by Assignor (other than the payment of indebtedness incurred prior to the Closing Date) pursuant to the terms of each Obligation pursuant to such Contracts, at the time and in the manner as required thereby and shall be bound by all other terms, covenants and conditions contained therein, all with the same force and effect as if Assignee were originally names as a party therein prorated as of the Closing Date.

R E C I T A L S
Prospect Medical Holdings Inc • September 18th, 1998 • California
RECITALS:
Asset Purchase Agreement • September 18th, 1998 • Prospect Medical Holdings Inc • California
R E C I T A L S
Security Agreement • September 18th, 1998 • Prospect Medical Holdings Inc
EMPLOYMENT AGREEMENT
Employment Agreement • September 18th, 1998 • Prospect Medical Holdings Inc • California
R E C I T A L S
Non-Competition Agreement • November 16th, 1998 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • California
SECURITY AGREEMENT (SIERRA PRIMARY CARE MEDICAL GROUP, INC.)
Security Agreement • September 18th, 1998 • Prospect Medical Holdings Inc • California
EMPLOYMENT AGREEMENT
Employment Agreement • September 18th, 1998 • Prospect Medical Holdings Inc • California
JOINDER AGREEMENT
Joinder Agreement • September 18th, 1998 • Prospect Medical Holdings Inc • California
SECURITY AGREEMENT (Guarantor)
Security Agreement • September 18th, 1998 • Prospect Medical Holdings Inc • California
EXHIBIT 4.3
Warrant Agreement • September 18th, 1998 • Prospect Medical Holdings Inc • New York
P R E A M B L E
Employment Agreement • September 18th, 1998 • Prospect Medical Holdings Inc • California
R E C I T A L
Security Agreement • September 18th, 1998 • Prospect Medical Holdings Inc • California
SECURITY AGREEMENT
Security Agreement • September 18th, 1998 • Prospect Medical Holdings Inc • California
R E C I T A L S
Prospect Medical Holdings Inc • September 18th, 1998 • California
AGREEMENT
Agreement • September 18th, 1998 • Prospect Medical Holdings Inc • California
AGREEMENT FOR THE
Agreement • September 18th, 1998 • Prospect Medical Holdings Inc • California
WARRANT AGREEMENT
Warrant Agreement • September 18th, 1998 • Prospect Medical Holdings Inc • New York
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EMPLOYMENT AGREEMENT
Employment Agreement • September 18th, 1998 • Prospect Medical Holdings Inc • California
RECITALS
Agreement for Purchase And • September 18th, 1998 • Prospect Medical Holdings Inc
R E C I T A L S
Security Agreement • September 18th, 1998 • Prospect Medical Holdings Inc • California
SECURITY AGREEMENT (PHYSICIAN GROUP)
Security Agreement • September 18th, 1998 • Prospect Medical Holdings Inc • California
PROSPECT MEDICAL HOLDINGS, INC., THE SUBSIDIARY GUARANTORS PARTIES HERETO U.S. BANK NATIONAL ASSOCIATION AS TRUSTEE 12¾% Senior Secured Notes due 2014
Indenture • July 29th, 2009 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • New York

INDENTURE dated as of July 29, 2009, among PROSPECT MEDICAL HOLDINGS, INC., a Delaware corporation (the “Company”), THE SUBSIDIARY GUARANTORS (as defined herein) parties hereto and U.S. BANK NATIONAL ASSOCIATION (the “Trustee”), as Trustee.

R E C I T A L S
Continuing Guaranty • September 18th, 1998 • Prospect Medical Holdings Inc • California
SECOND LIEN DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES, SECURITY AGREEMENT AND FIXTURE FILING
Security Agreement and Fixture Filing • June 2nd, 2008 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • New York

This SECOND LIEN DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES, SECURITY AGREEMENT AND FIXTURE FILING (this “Deed of Trust”) is made as of August 8, 2007, by ALTA HOLLYWOOD HOSPITALS, INC., a California corporation (the “Grantor”), as trustor, in favor of PRLAP, INC., as trustee (“Trustee”), for the benefit of BANK OF AMERICA, N.A., a national banking association, as beneficiary in its capacity as administrative agent (“Administrative Agent”) for the lenders (each, a “Lender” and collectively, “Lenders”) from time to time party to that certain Second Lien Credit Agreement of even date herewith (the “Credit Agreement”) among Prospect Medical Group, Inc., a California professional corporation, and Prospect Medical Holdings, Inc., a Delaware corporation (collectively, “Borrowers”), Lenders and Administrative Agent. Trustee is an affiliate of Administrative Agent. The addresses for Grantor, Administrative Agent and Trustee are set forth at the end of this Deed of Trust.

AGREEMENT AND PLAN OF MERGER AMONG IVY HOLDINGS INC., IVY MERGER SUB CORP. AND PROSPECT MEDICAL HOLDINGS, INC. Dated as of August 16, 2010
Agreement and Plan of Merger • August 16th, 2010 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • Delaware

This AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated August 16, 2010 is by and among IVY HOLDINGS INC., a Delaware corporation (“Parent”), IVY MERGER SUB CORP., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Merger Sub”), and PROSPECT MEDICAL HOLDINGS, INC., a Delaware corporation (the “Company”).

RECITALS
Management Services Agreement • September 18th, 1998 • Prospect Medical Holdings Inc • California
SECURITY AGREEMENT (GROUP)
Security Agreement • October 21st, 2004 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • California

This SECURITY AGREEMENT, effective as of January 1, 2001, is entered into between PROSPECT HEALTH SOURCE MEDICAL GROUP, INC., a California professional corporation ("GROUP") and PROSPECT MEDICAL SYSTEMS, INC., a Delaware corporation ("MANAGER"), with reference to the following facts:

CALIFORNIACARE MEDICAL SERVICES AGREEMENT
Medical Services Agreement • September 18th, 1998 • Prospect Medical Holdings Inc • California
SECURITY AGREEMENT (PHYSICIAN GROUP)
Security Agreement • September 18th, 1998 • Prospect Medical Holdings Inc • California
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