Approval of New Offices or Dispensary. The Practice Advisory -------------------------------------- Council shall approve any move of any current Office location or expansion to an additional Office location. Except in those specific instances set forth above in which the Practice Advisory Council has been granted the authority to make decisions binding upon the Professional Business Manager and the Practice, it is acknowledged and agreed that recommendations of the Practice Advisory Council are intended for the advice and guidance of Professional Business Manager and the Practice and that the Practice Advisory Council does not have the power to bind Professional Business Manager or the Practice. Where discretion with respect to any matter is vested in Professional Business Manager or the Practice under the terms of this Agreement, Professional Business Manager or the Practice, as the case may be, shall have ultimate responsibility for the exercise of such discretion, notwithstanding any recommendations of the Practice Advisory Council. Professional Business Manager and the Practice shall, however, take such recommendations of the Practice Advisory Council into account in good faith in the exercise of such discretion.
Approval of New Offices or Dispensary. The Practice Advisory Council shall approve any move of any current Office or Dispensary location or expansion to an additional Practice location. Additionally, the Practice Advisory Council shall approve the establishment of any optical business of the Practice and the move or expansion of any such business. Notwithstanding the foregoing: (i) the Practice may move any current Office or Dispensary location, or expand to a new practice location, without the consent of the Retail Business Manager; provided, whenever the terms “Office” or “Practice” is used in this Retail Business Management Agreement, such term shall not include the portion of the Practice or any of its offices or dispensaries with respect to which Retail Business Manager has not agreed to provide management services (the “Unapproved Practice Locations”); (ii) the Retail Business Manager shall have no duties, responsibilities or obligations to manage or provide any other services with respect to any Unapproved Practice Location; and (iii) before opening of any new practice or moving any practice location, Retail Business Manager will be given an opportunity to provide management services under this Agreement and, if Retail Business Manager elects not to provide such management services, Retail Business Manager may, in its discretion, terminate this Retail Business Management Agreement. As an illustration, the Adjusted Gross Revenue and Adjusted Net Revenue calculation and the resulting Management Fee calculation under this Agreement shall exclude any revenues to the extent arising out of or relating to the Unapproved Practice Locations. Similarly, all Dispensary Expenses, Office Expenses, Interest Expenses, Practice Expenses and Shareholder Expenses shall not include any expenses to the extent relating to the Unapproved Practice Locations. Except in those specific instances set forth above in which the Practice Advisory Council has been granted the authority to make decisions binding upon the Retail Business Manager and the Practice, it is acknowledged and agreed that recommendations of the Practice Advisory Council are intended for the advice and guidance of Retail Business Manager and the Practice and that the Practice Advisory Council does not have the power to bind Retail Business Manager or the Practice. Where discretion with respect to any matter is vested in Retail Business Manager or the Practice under the terms of this Retail Business Management Agreement, Retail Business Manager or...
