Common use of Deadlock Clause in Contracts

Deadlock. In the event the parties are unable to agree on a -------- Budget by the beginning of the fiscal year (a "Deadlock"), then until an agreement is reached, the Budget for the prior year shall be deemed to be adopted as the Budget for the current year. Notwithstanding the foregoing, the Policy Board, in its judgment, may impose reductions on a consistent basis to each of Budgeted Practice Expense and the Monthly Fee in the event that the Policy Board makes a determination that general economic conditions and/or regulatory developments adversely affecting the Medical Services provided by Practice render the present levels of the Budgeted Practice Expense and the Monthly Fee impractical. For purposes of illustration only, and without limitation, such general economic conditions and/or regulatory developments could include proposed or actual cuts in Medicare/Medicaid reimbursement for procedures that are a material component of the Medical Services performed by Practice. Following resolution of any Deadlock, Budgeted Practice Expense and the Monthly Fee (and the corresponding Monthly Practice Expense and Base Management Fee as calculated in Article VI hereof) shall be recomputed retroactive to the beginning of the fiscal year based upon the parameters agreed to in the new Budget, and appropriate adjustments in payments owing to Practice and/or Business Manager, as the case may be, resulting from such recomputation shall be made promptly. Notwithstanding the foregoing, if after six months the parties are still unable to agree on a Budget, then the dispute shall be submitted to arbitration in accordance with Section 8.6 hereof. Until the arbitrator renders a judgment or the dispute is otherwise resolved, the adjustments described in this Section 4.10(a)(iii) shall continue to apply. Notwithstanding anything to the contrary contained herein, nothing in this Section 4.10(a)(iii) shall affect the payment of Office Expense, which shall be paid in full in accordance with the provisions of this Agreement. For purposes of Section 4.10(iii) and (iv), "Budgeted Practice Expense" and "Monthly Fee" shall refer to either Principal Services or Dispensary Business, as appropriate.

Deadlock. In the event the parties are unable to agree on -------- any item in a -------- Budget by the beginning of the fiscal year (a "Deadlock"), then until an agreement is reached, the Budget for the prior year shall be deemed to be adopted as the Budget for the current year. Notwithstanding the foregoing, the Policy Board, in its judgment, may impose reductions on a consistent basis to each of Budgeted Practice Expense and the Monthly Fee in the event that the Policy Board makes a determination that general economic conditions and/or regulatory developments adversely affecting the Medical Services provided by Practice render the present levels of the Budgeted Practice Expense and the Monthly Fee impractical. For purposes of illustration only, and without limitation, such general economic conditions and/or regulatory developments could include proposed or actual cuts in Medicare/Medicaid reimbursement for procedures that are a material component of the Medical Services performed by Practice. Following resolution of any Deadlock, Budgeted Practice Expense and the Monthly Fee (and the corresponding Monthly Practice Expense and Base Management Fee as calculated in Article VI hereof) shall be recomputed retroactive to the beginning of the fiscal year based upon the parameters agreed to in the new Budget, and appropriate adjustments in payments owing to Practice and/or Business Manager, as the case may be, resulting from such recomputation shall be made promptly. Notwithstanding the foregoing, if after six months the parties are still unable to agree on a Budget, then the dispute shall be submitted to arbitration in accordance with Section 8.6 hereof. Until the arbitrator renders a judgment or the dispute is otherwise resolved, the adjustments described in this Section 4.10(a)(iii) shall continue to apply. Notwithstanding anything to the contrary contained herein, nothing in this Section 4.10(a)(iii) shall affect the payment of Office Expense, which shall be paid in full in accordance with the provisions of this Agreement. For purposes of Section 4.10(iii) and (iv), "Budgeted Practice Expense" and "Monthly Fee" shall refer to either Principal Services or Dispensary Business, as appropriate.

Deadlock. In the event the parties are unable to agree on -------- a -------- Budget by the beginning of the fiscal year (a "Deadlock"), then until an agreement is reached, the Budget for the prior year shall be deemed to be adopted as the Budget for the current year. Notwithstanding the foregoing, the Policy Board, in its judgment, may impose reductions on a consistent basis to each of Principal Services Budgeted Practice Expense and the Principal Services Monthly Fee in the event that the Policy Board makes a determination that general economic conditions and/or regulatory developments adversely affecting the Medical Services provided by Practice render the present levels of the Principal Services Budgeted Practice Expense and the Principal Services Monthly Fee impractical. For purposes of illustration only, and without limitation, such general economic conditions and/or regulatory developments could include proposed or actual cuts in Medicare/Medicaid reimbursement for procedures that are a material component of the Medical Services performed by Practice. Following resolution of any Deadlock, Principal Services Budgeted Practice Expense and the Principal Services Monthly Fee (and the corresponding Principal Services Monthly Practice Expense and Base Principal Services Management Fee as calculated in Article VI hereof) shall be recomputed retroactive to the beginning of the fiscal year based upon the parameters agreed to in the new Budget, and appropriate adjustments in payments owing to Practice and/or Business Manager, as the case may be, resulting from such recomputation shall be made promptly. Notwithstanding the foregoing, if after six months the parties are still unable to agree on a Budget, then the dispute shall be submitted to arbitration in accordance with Section 8.6 hereof. Until the arbitrator renders a judgment or the dispute is otherwise resolved, the adjustments described in this Section 4.10(a)(iii) shall continue to apply. Notwithstanding anything to the contrary contained herein, nothing in this Section 4.10(a)(iii) shall affect the payment of Office Expense, which shall be paid in full in accordance with the provisions of this Agreement. For purposes of Section 4.10(iii) and (iv), "Budgeted Practice Expense" and "Monthly Fee" shall refer to either Principal Services or Dispensary the Non- Ophthalmic Business, as appropriate.

Deadlock. In the event the parties are unable to agree on -------- a -------- Budget by the beginning of the fiscal year (a "Deadlock"), then until an agreement is reached, the Budget for the prior year shall be deemed to be adopted as the Budget for the current year. Notwithstanding the foregoing, the Policy Board, in its judgment, may impose reductions on a consistent basis to each of Budgeted Practice Expense and the Monthly Fee in the event that the Policy Board makes a determination that general economic conditions and/or regulatory developments adversely affecting the Medical Services provided by Practice or the Dispensary Business render the present levels of the Budgeted Practice Expense and the Monthly Fee impractical. For purposes of illustration only, and without limitation, such general economic conditions and/or regulatory developments could include proposed or actual cuts in Medicare/Medicaid reimbursement for procedures that are a material component of the Medical Services performed by Practice. Following resolution of any Deadlock, Budgeted Practice Expense and the Monthly Fee (and the corresponding Monthly Practice Expense and Base Management Fee as calculated in Article VI hereof) shall be recomputed retroactive to the beginning of the fiscal year based upon the parameters agreed to in the new Budget, and appropriate adjustments in payments owing to Practice and/or Business Manager, as the case may be, resulting from such recomputation shall be made promptly. Notwithstanding the foregoing, if after six months the parties are still unable to agree on a Budget, then the dispute shall be submitted to arbitration in accordance with Section 8.6 hereof. Until the arbitrator renders a judgment or the dispute is otherwise resolved, the adjustments described in this Section 4.10(a)(iii) shall continue to apply. Notwithstanding anything to the contrary contained herein, nothing in this Section 4.10(a)(iii) shall affect the payment of Office Expense, which shall be paid in full in accordance with the provisions of this Agreement. For purposes of this Section 4.10(iii) and (iv), "Budgeted Practice Expense" and "Monthly Fee" shall refer to either Principal Services or Dispensary Business, as appropriateapplicable.

Deadlock. In the event the parties are unable to agree on a -------- Budget by the beginning of the fiscal year (a "Deadlock"), then until an agreement is reached, the Budget for the prior year shall be deemed to be adopted as the Budget for the current year. Notwithstanding the foregoing, the Policy Board, in its judgment, may impose reductions on a consistent basis to each of Budgeted Practice Expense and the Monthly Fee in the event that the Policy Board makes a determination that general economic conditions and/or regulatory developments adversely affecting the Medical Services provided by Practice render the present levels of the Budgeted Practice Expense and the Monthly Fee impractical. For purposes of illustration only, and without limitation, such general economic conditions and/or regulatory developments could include proposed or actual cuts in Medicare/Medicaid reimbursement for procedures that are a material component of the Medical Services performed by Practice. Following resolution of any Deadlock, Budgeted Practice Expense and the Monthly Fee (and the corresponding Monthly Practice Expense and Base Management Fee as calculated in Article VI hereof) shall be recomputed retroactive to the beginning of the fiscal year based upon the parameters agreed to in the new Budget, and appropriate adjustments in payments owing to Practice and/or Business Manager, as the case may be, resulting from such recomputation shall be made promptly. Notwithstanding the foregoing, if after six months the parties are still unable to agree on a Budget, then the dispute shall be submitted to arbitration in accordance with Section 8.6 hereof. Until the arbitrator renders a judgment or the dispute is otherwise resolved, the adjustments described in this Section 4.10(a)(iii) shall continue to apply. Notwithstanding anything to the contrary contained herein, nothing in this Section 4.10(a)(iii) shall affect the payment of Office Expense, which shall be paid in full in accordance with the provisions of this Agreement. For purposes of Section 4.10(iii) and (iv), "Budgeted Practice Expense" and "Monthly Fee" shall refer to either Principal Services or Dispensary Business, as appropriate.

Deadlock. In the event the parties are unable to agree on a -------- Budget by the beginning of the fiscal year (a "Deadlock"), then until an agreement is reached, the Budget for the prior year shall be deemed to be adopted as the Budget for the current year. Notwithstanding the foregoing, the Policy Board, in its judgment, may impose reductions on a consistent basis to each of Budgeted Practice Expense and the Monthly Fee in the event that the Policy Board makes a determination that general economic conditions and/or regulatory developments adversely affecting the Medical Services provided by Practice or the Dispensary Business render the present levels of the Budgeted Practice Expense and the Monthly Fee impractical. For purposes of illustration only, and without limitation, such general economic conditions and/or regulatory developments could include proposed or actual cuts in Medicare/Medicaid reimbursement for procedures that are a material component of the Medical Services performed by Practice. Following resolution of any Deadlock, Budgeted Practice Expense and the Monthly Fee (and the corresponding Monthly Practice Expense and Base Management Fee as calculated in Article VI hereof) shall be recomputed retroactive to the beginning of the fiscal year based upon the parameters agreed to in the new Budget, and appropriate adjustments in payments owing to Practice and/or Business Manager, as the case may be, resulting from such recomputation shall be made promptly. Notwithstanding the foregoing, if after six months the parties are still unable to agree on a Budget, then the dispute shall be submitted to arbitration in accordance with Section 8.6 hereof. Until the arbitrator renders a judgment or the dispute is otherwise resolved, the adjustments described in this Section 4.10(a)(iii) shall continue to apply. Notwithstanding anything to the contrary contained herein, nothing in this Section 4.10(a)(iii) shall affect the payment of Office Expense, which shall be paid in full in accordance with the provisions of this Agreement. For purposes of this Section 4.10(iii) and (iv), "Budgeted Practice Expense" and "Monthly Fee" shall refer to either Principal Services or Dispensary Business, as appropriateapplicable.

Deadlock. In the event the parties are unable to agree on -------- a -------- Budget by the beginning of the fiscal year (a "Deadlock"), then until an agreement is reached, the Budget for the prior year shall be deemed to be adopted as the Budget for the current year. Notwithstanding the foregoing, the Policy Board, in its judgment, may impose reductions on a consistent basis to each of Budgeted Practice Expense and the Monthly Fee in the event that the Policy Board makes a determination that general economic conditions and/or regulatory developments adversely affecting the Medical Services provided by Practice render the present levels of the Budgeted Practice Expense and the Monthly Fee impractical. For purposes of illustration only, and without limitation, such general economic conditions and/or regulatory developments could include proposed or actual cuts in Medicare/Medicaid reimbursement for procedures that are a material component of the Medical Services performed by Practice. Following resolution of any Deadlock, Budgeted Practice Expense and the Monthly Fee (and the corresponding Monthly Practice Expense and Base Management Fee as calculated in Article VI 6 hereof) shall be recomputed retroactive to the beginning of the fiscal year based upon the parameters agreed to in the new Budget, and appropriate adjustments in payments owing to Practice and/or Business Manager, as the case may be, resulting from such recomputation shall be made promptly. Notwithstanding the foregoing, if after six months the parties are still unable to agree on a Budget, then the dispute shall be submitted to arbitration in accordance with Section 8.6 Article 8 hereof; provided, however, that the scope of such arbitration shall be limited to the parties resolving the dispute relating to the Budget and shall not address or rule in any manner on matters relating to any alleged breaches by either party hereto or any potential remedies therefor. Until the arbitrator renders a judgment or the dispute is otherwise resolved, the adjustments described in this Section 4.10(a)(iii) shall continue to apply. Notwithstanding anything to the contrary contained herein, nothing in this Section 4.10(a)(iii) shall affect the payment of Office Expense, which shall be paid in full in accordance with the provisions of this Management Services Agreement. For purposes of Section 4.10(iii4.10(a)(iii) and (iv), "Budgeted Practice Expense" and "Monthly Fee" shall refer to either Principal Services or Dispensary Business, as appropriate.

Deadlock. In the event the parties are unable to agree on -------- a -------- Budget by the beginning of the fiscal year (a "Deadlock"), then until an agreement is reached, the Budget for the prior year shall be deemed to be adopted as the Budget for the current year. Notwithstanding the foregoing, the Policy Board, in its judgment, may impose reductions on a consistent basis to each of Budgeted Practice Expense and the Monthly Fee in the event that the Policy Board makes a determination that general economic conditions and/or regulatory developments adversely affecting the Medical Services provided by Practice render the present levels of the Budgeted Practice Expense and the Monthly Fee impractical. For purposes of illustration only, and without limitation, such general economic conditions and/or regulatory developments could include proposed or actual cuts in Medicare/Medicaid reimbursement for procedures that are a material component of the Medical Services performed by Practice. Following resolution of any Deadlock, Budgeted Practice Expense and the Monthly Fee (and the corresponding Monthly Practice Expense and Base Management Fee as calculated in Article VI 6 hereof) shall be recomputed retroactive to the beginning of the fiscal year based upon the parameters agreed to in the new Budget, and appropriate adjustments in payments owing to Practice and/or Business Manager, as the case may be, resulting from such recomputation shall be made promptly. Notwithstanding the foregoing, if after six months the parties are still unable to agree on a Budget, then the dispute shall be submitted to arbitration in accordance with Section 8.6 hereofArticle 7 of this Management Services Agreement; provided, however, that the scope of such arbitration -------- ------- shall be limited to the parties resolving the dispute relating to the Budget and shall not address or rule in any manner on matters relating to any alleged breaches by either party hereto or any potential remedies therefor. Until the arbitrator renders a judgment or the dispute is otherwise resolved, the adjustments described in this Section 4.10(a)(iii) shall continue to apply. Notwithstanding anything to the contrary contained herein, nothing in this Section 4.10(a)(iii) shall affect the payment of Office Expense, which shall be paid in full in accordance with the provisions of this Agreement. For purposes of Section 4.10(iii4.10(a)(iii) and (iv), "Budgeted Practice Expense" and "Monthly Fee" shall refer to either Principal Services or Dispensary Non-Ophthalmic Business, as appropriate.

Deadlock. In the event the parties are unable to agree on a -------- Budget by the beginning of the fiscal year (a "Deadlock"), then until an agreement is reached, the Budget for the prior year shall be deemed to be adopted as the Budget for the current year. Notwithstanding the foregoing, the Policy Board, in its judgment, may impose reductions on a consistent basis to each of Principal Services Budgeted Practice Expense and the Principal Services Monthly Fee in the event that the Policy Board makes a determination that general economic conditions and/or regulatory developments adversely affecting the Medical Services provided by Practice render the present levels of the Principal Services Budgeted Practice Expense and the Principal Services Monthly Fee impractical. For purposes of illustration only, and without limitation, such general economic conditions and/or regulatory developments could include proposed or actual cuts in Medicare/Medicaid reimbursement for procedures that are a material component of the Medical Services performed by Practice. Following resolution of any Deadlock, Principal Services Budgeted Practice Expense and the Principal Services Monthly Fee (and the corresponding Principal Services Monthly Practice Expense and Base Principal Services Management Fee as calculated in Article VI hereof) shall be recomputed retroactive to the beginning of the fiscal year based upon the parameters agreed to in the new Budget, and appropriate adjustments in payments owing to Practice and/or Business Manager, as the case may be, resulting from such recomputation shall be made promptly. Notwithstanding the foregoing, if after six months the parties are still unable to agree on a Budget, then the dispute shall be submitted to arbitration in accordance with Section 8.6 hereof. Until the arbitrator renders a judgment or the dispute is otherwise resolved, the adjustments described in this Section 4.10(a)(iii) shall continue to apply. Notwithstanding anything to the contrary contained herein, nothing in this Section 4.10(a)(iii) shall affect the payment of Office Expense, which shall be paid in full in accordance with the provisions of this Agreement. For purposes of Section 4.10(iii) and (iv), "Budgeted Practice Expense" and "Monthly Fee" shall refer to either Principal Services or Dispensary the Non- Ophthalmic Business, as appropriate.

Deadlock. In the event the parties are unable to agree on any item in a -------- Budget by the beginning of the fiscal year (a "Deadlock"), then until an agreement is reached, the Budget for the prior year shall be deemed to be adopted as the Budget for the current year. Notwithstanding the foregoing, the Policy Board, in its judgment, may impose reductions on a consistent basis to each of Budgeted Practice Expense and the Monthly Fee in the event that the Policy Board makes a determination that general economic conditions and/or regulatory developments adversely affecting the Medical Services provided by Practice render the present levels of the Budgeted Practice Expense and the Monthly Fee impractical. For purposes of illustration only, and without limitation, such general economic conditions and/or regulatory developments could include proposed or actual cuts in Medicare/Medicaid reimbursement for procedures that are a material component of the Medical Services performed by Practice. Following resolution of any Deadlock, Budgeted Practice Expense and the Monthly Fee (and the corresponding Monthly Practice Expense and Base Management Fee as calculated in Article VI hereof) shall be recomputed retroactive to the beginning of the fiscal year based upon the parameters agreed to in the new Budget, and appropriate adjustments in payments owing to Practice and/or Business Manager, as the case may be, resulting from such recomputation shall be made promptly. Notwithstanding the foregoing, if after six months the parties are still unable to agree on a Budget, then the dispute shall be submitted to arbitration in accordance with Section 8.6 hereof. Until the arbitrator renders a judgment or the dispute is otherwise resolved, the adjustments described in this Section 4.10(a)(iii) shall continue to apply. Notwithstanding anything to the contrary contained herein, nothing in this Section 4.10(a)(iii) shall affect the payment of Office Expense, which shall be paid in full in accordance with the provisions of this Agreement. For purposes of Section 4.10(iii) and (iv), "Budgeted Practice Expense" and "Monthly Fee" shall refer to either Principal Services or Dispensary Business, as appropriate.

Deadlock. In the event the parties are unable to agree on a -------- Budget by the beginning of the fiscal year (a "Deadlock"), then until an agreement is reached, the Budget for the prior year shall be deemed to be adopted as the Budget for the current year. Notwithstanding the foregoing, the Policy Board, in its judgment, may impose reductions on a consistent basis to each of Budgeted Practice Expense and the Monthly Fee in the event that the Policy Board makes a determination that general economic conditions and/or regulatory developments adversely affecting the Medical Services provided by Practice render the present levels of the Budgeted Practice Expense and the Monthly Fee impractical. For purposes of illustration only, and without limitation, such general economic conditions and/or regulatory developments could include proposed or actual cuts in Medicare/Medicaid reimbursement for procedures that are a material component of the Medical Services performed by Practice. Following resolution of any Deadlock, Budgeted Practice Expense and the Monthly Fee (and the corresponding Monthly Practice Expense and Base Management Fee as calculated in Article VI 6 hereof) shall be recomputed retroactive to the beginning of the fiscal year based upon the parameters agreed to in the new Budget, and appropriate adjustments in payments owing to Practice and/or Business Manager, as the case may be, resulting from such recomputation shall be made promptly. Notwithstanding the foregoing, if after six months the parties are still unable to agree on a Budget, then the dispute shall be submitted to arbitration in accordance with Section 8.6 Article 8 hereof; provided, however, that the scope of such arbitration shall be limited to the parties resolving the dispute relating to the Budget and shall not address or rule in any manner on matters relating to any alleged breaches by either party hereto or any potential remedies therefor. Until the arbitrator renders a judgment or the dispute is otherwise resolved, the adjustments described in this Section 4.10(a)(iii) shall continue to apply. Notwithstanding anything to the contrary contained herein, nothing in this Section 4.10(a)(iii) shall affect the payment of Office Expense, which shall be paid in full in accordance with the provisions of this Management Services Agreement. For purposes of Section 4.10(iii4.10(a)(iii) and (iv), "Budgeted Practice Expense" and "Monthly Fee" shall refer to either Principal Services or Dispensary Business, as appropriate.

Deadlock. In 2.9.1 If the event Parties or the parties Directors are unable to agree make a decision on a -------- Budget by the beginning of the fiscal year (a "Deadlock"any matter(s), then until an agreement a deadlock (“Deadlock”) is reacheddeemed to have occurred. Where a Deadlock occurs, the Budget for the prior year shall be deemed to be adopted as the Budget for the current year. Notwithstanding the foregoing, the Policy Board, in its judgment, may impose reductions on a consistent basis to each of Budgeted Practice Expense and the Monthly Fee in the event that the Policy Board makes a determination that general economic conditions and/or regulatory developments adversely affecting the Medical Services provided by Practice render the present levels of the Budgeted Practice Expense and the Monthly Fee impractical. For purposes of illustration only, and without limitation, such general economic conditions and/or regulatory developments could include proposed or actual cuts in Medicare/Medicaid reimbursement for procedures that are a material component of the Medical Services performed by Practice. Following resolution of any Deadlock, Budgeted Practice Expense and the Monthly Fee relevant matter(s) (and the corresponding Monthly Practice Expense and Base Management Fee as calculated in Article VI hereof“Deadlock Issue”) shall be recomputed retroactive referred to the beginning respective chairman / managing directors of the fiscal year based upon Parties who shall seek to resolve the parameters agreed to Deadlock Issue on an amicable basis. 2.9.2 If the matter cannot be settled by agreement in the new Budget, and appropriate adjustments in payments owing to Practice and/or Business Manager, as the case may be, resulting from such recomputation shall be made promptly. Notwithstanding the foregoing, if after six months the parties are still unable to agree on a Budgetinitial discussions, then either Parties may give notice to the dispute shall be submitted other that it seeks formally to arbitration in accordance with Section 8.6 hereofresolve the situation within 90 days. Until the arbitrator renders a judgment or the dispute is otherwise resolved, the adjustments described in this Section 4.10(a)(iii) The Parties shall continue to applynegotiate in good faith with a view to resolving the matter including by one of the following methods (a) the purchase by one Party of the other Party’s shares (or the sale thereof to one or more third parties) based on an agreed valuation price as. Notwithstanding anything The Auditors shall determine the agreed valuation price by taking into consideration the following: (i) the market value of any real property assets owned by the company and accounting for its category of land use and express conditions and any regulatory approvals (including development orders) obtained in respect of the development thereof; and (ii) BSLDev’s other assets (including cash and cash equivalents) and its liabilities (including borrowings and any RPS then in issue); (iii) if BSLDev is then carrying on business as a going concern, on the assumption that it will continue to do so; (iv) that the BSLDev’s Shares to be sold are capable of being transferred without restriction; (v) valuing the BSLDev’s Shares to be sold as a rateable proportion of the total value of all the issued ordinary shares of BSLDev without any premium or discount being attributable to the contrary contained herein, nothing in this Section 4.10(a)(iiiclass of BSLDev Shares to be sold or the percentage of the issued share capital of BSLDev which they represent; and (vi) shall affect RPS based on the payment issued price of Office Expense, which each together with all liabilities outstanding. The certification of the Agreed Valuation Price by the Auditors shall be paid in full in accordance with final and binding on the provisions Parties. (b) the sale of this Agreement. For purposes the whole of Section 4.10(iiithe issued share capital of BSLDev to a third party based on Agreed Valuation Price. (c) and (iv)the winding up of BSLDev. 2.9.3 If no such method of settling the dispute has been agreed within 90 days after the written notice is given pursuant to item 2.9.2 above, "Budgeted Practice Expense" and "Monthly Fee" shall refer to either Principal Services or Dispensary Business, as appropriatea Party may serve written notice on the other Party requiring that BSLDev be voluntarily wound-up.

Deadlock. In the event the parties are unable to agree on a -------- Budget by the beginning of the fiscal year (a "Deadlock"), then until an agreement is reached, the Budget for the prior year shall be deemed to be adopted as the Budget for the current year. Notwithstanding the foregoing, the Policy Board, in its judgment, may impose reductions on a consistent basis to each of Budgeted Practice Expense and the Monthly Fee in the event that the Policy Board makes a determination that general economic conditions and/or regulatory developments adversely affecting the Medical Services provided by Practice render the present levels of the Budgeted Practice Expense and the Monthly Fee impractical. For purposes of illustration only, and without limitation, such general economic conditions and/or regulatory developments could include proposed or actual cuts in Medicare/Medicaid reimbursement for procedures that are a material component of the Medical Services performed by Practice. Following resolution of any Deadlock, Budgeted Practice Expense and the Monthly Fee (and the corresponding Monthly Practice Expense and Base Management Fee as calculated in Article VI 6 hereof) shall be recomputed retroactive to the beginning of the fiscal year based upon the parameters agreed to in the new Budget, and appropriate adjustments in payments owing to Practice and/or Business Manager, as the case may be, resulting from such recomputation shall be made promptly. Notwithstanding the foregoing, if after six months the parties are still unable to agree on a Budget, then the dispute shall be submitted to arbitration in accordance with Section 8.6 hereofArticle 7 of this Management Services Agreement; provided, however, that the scope of such arbitration shall be limited to the parties resolving the dispute relating to the Budget and shall not address or rule in any manner on matters relating to any alleged breaches by either party hereto or any potential remedies therefor. Until the arbitrator renders a judgment or the dispute is otherwise resolved, the adjustments described in this Section 4.10(a)(iii) shall continue to apply. Notwithstanding anything to the contrary contained herein, nothing in this Section 4.10(a)(iii) shall affect the payment of Office Expense, which shall be paid in full in accordance with the provisions of this Agreement. For purposes of Section 4.10(iii4.10(a)(iii) and (iv), "Budgeted Practice Expense" and "Monthly Fee" shall refer to either Principal Services or Dispensary Non-Ophthalmic Business, as appropriate.