Common use of Limitations on Actions of the Practice Clause in Contracts

Limitations on Actions of the Practice. The Practice shall not take any of the following actions without the express prior written consent of Professional Business Manager: (a) Any action leading to or intended to result in the merger, combination or consolidation of the Practice or Office with, or acquisition of the Practice, the Office, or their businesses by, any other entity; (b) Mortgage or encumber any of the Practice’s real, personal or mixed property as security for any indebtedness which is not contemplated by the Budget; (c) Pay any dividend or make any other distribution, whether in cash or in kind, to Shareholders of the Practice, if any compensation owed by the Practice to Professional Business Manager hereunder has not been paid in full, and if any and all monetary obligations of the Practice to Professional Business Manager have not been fully paid in accordance with the terms of any and all documents governing such obligations; (d) Dissolve or liquidate the Practice, or take any action with a view to or likely to have the result of the dissolution or liquidation of the Practice; or (e) Authorize the provision of professional services such that the income derived therefrom is not owned by the Practice; provided that no such consent is necessary for (i) professional services performed by Professionals during said Professionals’ vacation time, or (ii) professional services performed in connection with duties and responsibilities as a member of the Reserves or National Guard.

Appears in 3 contracts

Samples: Professional Business Management Agreement, Professional Business Management Agreement (Eyemasters Inc), Professional Business Management Agreement (Eye Care Centers of America Inc)

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Limitations on Actions of the Practice. The Practice shall not take any of the following actions without the express prior written consent of Professional Retail Business Manager: (a) Any action leading to or intended to result in the merger, combination or consolidation of the Practice or Office Dispensary with, or acquisition of the Practice, the OfficeDispensary, or their businesses by, any other entity; (b) Mortgage or encumber any of the Practice’s real, personal or mixed property as security for any indebtedness which is not contemplated by the Budget; (c) Pay any dividend or make any other distribution, whether in cash or in kind, to Shareholders of the Practice, if any compensation owed by the Practice to Professional Retail Business Manager hereunder has not been paid in full, and if any and all monetary obligations of the Practice to Professional Retail Business Manager have not been fully paid in accordance with the terms of any and all documents governing such obligations;; or (d) Dissolve or liquidate the Practice, or take any action with a view to or likely to have the result of the dissolution or liquidation of the Practice; or. (e) Authorize the provision of professional services such that the income derived therefrom is not owned by the Practice; provided that no such consent is necessary for (i) professional services performed by Professionals during said Professionals’ vacation time, or (ii) professional services performed in connection with duties and responsibilities as a member of the Reserves or National Guard.

Appears in 2 contracts

Samples: Retail Business Management Agreement (Eye Care Centers of America Inc), Retail Business Management Agreement (Eyemasters Inc)

Limitations on Actions of the Practice. The Practice shall not take any of the following actions without the express prior written consent of Professional Retail Business Manager: (a) Any action leading to or intended to result in the merger, combination or consolidation of the Practice or Office Dispensary with, or acquisition of the Practice, the OfficeDispensary, or their businesses by, any other entity; (b) Mortgage or encumber any of the Practice’s 's real, personal or mixed property as security for any indebtedness which is not contemplated by the Budget; (c) Pay any dividend or make any other distribution, whether in cash or in kind, to Shareholders of the Practice, if any compensation owed by the Practice to Professional Retail Business Manager hereunder has not been paid in full, and if any and all monetary obligations of the Practice to Professional Retail Business Manager have not been fully paid in accordance with the terms of any and all documents governing such obligations, provided, however, that the foregoing shall not prevent payment of Shareholders' Salary, Bonus, payroll taxes thereon, and certain Shareholder Expenses as set forth in Section 3.10(b) of the Professional Business Management Agreement; (d) Dissolve or liquidate the Practice, or take any action with a view to or likely to have the result of the dissolution or liquidation of the Practice; or (e) Authorize the provision of professional services such that the income derived therefrom is not owned by the Practice; provided that no such consent is necessary for (i) professional services performed by Professionals during said Professionals' vacation time, or (ii) professional services performed in connection with duties and responsibilities as a member of the Reserves or National Guard.

Appears in 1 contract

Samples: Retail Business Management Agreement (Eye Care Centers of America Inc)

Limitations on Actions of the Practice. The Practice shall not take any of the following actions without the express prior written consent of Professional Retail Business Manager: (a) Any action leading to or intended to result in the merger, combination or consolidation of the Practice or Office Dispensary with, or acquisition of the Practice, the OfficeDispensary, or their businesses by, any other entity; (b) Mortgage or encumber any of the Practice’s real, personal or mixed property as security for any indebtedness which is not contemplated by the Budget; (c) Pay any dividend or make any other distribution, whether in cash or in kind, to Shareholders of the Practice, if any compensation owed by the Practice to Professional Retail Business Manager hereunder has not been paid in full, and if any and all monetary obligations of the Practice to Professional Retail Business Manager have not been fully paid in accordance with the terms of any and all documents governing such obligations, provided, however, that the foregoing shall not prevent payment of Shareholders’ Salary, Bonus, payroll taxes thereon, and certain Shareholder Expenses as set forth in Section 3.10(b) of the Professional Business Management Agreement; (d) Dissolve or liquidate the Practice, or take any action with a view to or likely to have the result of the dissolution or liquidation of the Practice; or (e) Authorize the provision of professional services such that the income derived therefrom is not owned by the Practice; provided that no such consent is necessary for (i) professional services performed by Professionals during said Professionals’ vacation time, or (ii) professional services performed in connection with duties and responsibilities as a member of the Reserves or National Guard.

Appears in 1 contract

Samples: Retail Business Management Agreement (Eyemasters Inc)

Limitations on Actions of the Practice. The Practice shall not take any of the following actions without the express prior written consent of Professional Business Manager: (a) Any action leading to or intended to result in the merger, combination or consolidation of the Practice or Office with, or acquisition of the Practice, the Office, or their businesses by, any other entity; (b) Mortgage or encumber any of the Practice’s 's real, personal or mixed property as security for any indebtedness which is not contemplated by the Budget; (c) Pay any dividend or make any other distribution, whether in cash or in kind, to Shareholders of the Practice, if any compensation owed by the Practice to Professional Business Manager hereunder has not been paid in full, and if any and all monetary obligations of the Practice to Professional Business Manager have not been fully paid in accordance with the terms of any and all documents governing such obligations; provided, however, that the foregoing shall not prevent payment of Shareholder's Salary, Bonus, payroll taxes thereon, and certain Shareholder Expenses as set forth in Section 3.10(b); (d) Dissolve or liquidate the Practice, or take any action with a view to or likely to have the result of the dissolution or liquidation of the Practice; or (e) Authorize the provision of professional services such that the income derived therefrom is not owned by the Practice; provided that no such consent is necessary for (i) professional services performed by Professionals during said Professionals' vacation time, or (ii) professional services performed in connection with duties and responsibilities as a member of the Reserves or National Guard.

Appears in 1 contract

Samples: Professional Business Management Agreement (Eye Care Centers of America Inc)

Limitations on Actions of the Practice. The Practice shall not take any of the following actions without the express prior written consent of Professional Business Manager: (a) Any action leading to or intended to result in the merger, combination or consolidation of the Practice or Office with, or acquisition of the Practice, the Office, or their businesses by, any other entity; (b) Mortgage or encumber any of the Practice’s 's real, personal or mixed property as security for any indebtedness which is not contemplated by the Budget; (c) Pay any dividend or make any other distribution, whether in cash or in kind, to Shareholders Shareholder of the Practice, if any compensation owed by the Practice to Professional Business Manager hereunder has not been paid in full, and if any and all monetary obligations of the Practice to Professional Business Manager have not been fully paid in accordance with the terms of any and all documents governing such obligations; (d) Dissolve or liquidate the Practice, or take any action with a view to or likely to have the result of the dissolution or liquidation of the Practice; or (e) Authorize the provision of professional services such that the income derived therefrom is not owned by the Practice; provided that no such consent is necessary for (i) professional services performed by Professionals during said Professionals' vacation time, or (ii) professional services performed in connection with duties and responsibilities as a member of the Reserves or National Guard.

Appears in 1 contract

Samples: Professional Services (Eye Care Centers of America Inc)

Limitations on Actions of the Practice. The Practice shall not take any of the following actions without the express prior written consent of Professional Business Manager: (a) Any action leading to or intended to result in the merger, combination or consolidation of the Practice or Office with, or acquisition of the Practice, the Office, or their businesses by, any other entity; (b) Mortgage or encumber any of the Practice’s 's real, personal or mixed property as security for any indebtedness which is not contemplated by the Budget; (c) Pay any dividend or make any other distribution, whether in cash or in kind, to Shareholders of the Practice, if any compensation owed by the Practice to Professional Business Manager hereunder has not been paid in full, and if any and all monetary obligations of the Practice to Professional Business Manager have not been fully paid in accordance with the terms of any and all documents governing such obligations; provided, however, that the foregoing shall not prevent payment of Shareholder's salary, Bonus, payroll taxes thereon, and certain Shareholder Expenses as set forth in Section 3.10(b); (d) Dissolve or liquidate the Practice, or take any action with a view to or likely to have the result of the dissolution or liquidation of the Practice; or (e) Authorize the provision of professional services such that the income derived therefrom is not owned by the Practice; provided that no such consent is necessary for (i) professional services performed by Professionals during said Professionals’ vacation time, or (ii) professional services performed in connection with duties and responsibilities as a member of the Reserves or National Guard.professional

Appears in 1 contract

Samples: Business Management Agreement (Eye Care Centers of America Inc)

Limitations on Actions of the Practice. The Practice shall not ----------------------------------------- take any of the following actions without the express prior written consent of Professional Business Manager: (a) Any action leading to or intended to result in the merger, combination or consolidation of the Practice or Office with, or acquisition of the Practice, the Office, or their businesses by, any other entity; (b) Mortgage or encumber any of the Practice’s 's real, personal or mixed property as security for any indebtedness which is not contemplated by the Budget; (c) Pay any dividend or make any other distribution, whether in cash or in kind, to Shareholders of the Practice, if any compensation owed by the Practice to Professional Business Manager hereunder has not been paid in full, and if any and all monetary obligations of the Practice to Professional Business Manager have not been fully paid in accordance with the terms of any and all documents governing such obligations; provided, however, that the foregoing shall not prevent payment of Shareholder's salary, Bonus, payroll taxes thereon, and certain Shareholder Expenses as set forth in Section 3.10(b); (d) Dissolve or liquidate the Practice, or take any action with a view to or likely to have the result of the dissolution or liquidation of the Practice; or (e) Authorize the provision of professional services such that the income derived therefrom is not owned by the Practice; provided that no such consent is necessary for (i) professional services performed by Professionals during said Professionals' vacation time, or (ii) professional services performed in connection with duties and responsibilities as a member of the Reserves or National Guard.

Appears in 1 contract

Samples: Professional Services (Eye Care Centers of America Inc)

Limitations on Actions of the Practice. The Practice shall not ----------------------------------------- take any of the following actions without the express prior written consent of Professional Business Manager: (a) Any action leading to or intended to result in the merger, combination or consolidation of the Practice or Office with, or acquisition of the Practice, the Office, or their businesses by, any other entity; (b) Mortgage or encumber any of the Practice’s 's real, personal or mixed property as security for any indebtedness which is not contemplated by the Budget; (c) Pay any dividend or make any other distribution, whether in cash or in kind, to Shareholders of the Practice, if any compensation owed by the Practice to Professional Business Manager hereunder has not been paid in full, and if any and all monetary obligations of the Practice to Professional Business Manager have not been fully paid in accordance with the terms of any and all documents governing such obligations; provided, however, that the foregoing shall not prevent payment of Shareholder's salary, Bonus, payroll taxes thereon, and certain Shareholder Expenses as set forth in SECTION 3.10(B); (d) Dissolve or liquidate the Practice, or take any action with a view to or likely to have the result of the dissolution or liquidation of the Practice; or (e) Authorize the provision of professional services such that the income derived therefrom is not owned by the Practice; provided that no such consent is necessary for (i) professional services performed by Professionals during said Professionals' vacation time, or (ii) professional services performed in connection with duties and responsibilities as a member of the Reserves or National Guard.

Appears in 1 contract

Samples: Professional Business Management Agreement (Eye Care Centers of America Inc)

Limitations on Actions of the Practice. The Practice shall not take any of the following actions without the express prior written consent of Professional Business Manager: (a) Any action leading to or intended to result in the merger, combination or consolidation of the Practice or Office with, or acquisition of the Practice, the Office, or their businesses by, any other entity; (b) Mortgage or encumber any of the Practice’s real, personal or mixed property as security for any indebtedness which is not contemplated by the Budget; (c) Pay any dividend or make any other distribution, whether in cash or in kind, to Shareholders of the Practice, if any compensation owed by the Practice to Professional Business Manager hereunder has not been paid in full, and if any and all monetary obligations of the Practice to Professional Business Manager have not been fully paid in accordance with the terms of any and all documents governing such obligations; provided, however, that the foregoing shall not prevent payment of President’s salary, Bonus, payroll taxes thereon, and certain President Expenses as set forth in Section 3.10(b); (d) Dissolve or liquidate the Practice, or take any action with a view to or likely to have the result of the dissolution or liquidation of the Practice; or (e) Authorize the provision of professional services such that the income derived therefrom is not owned by the Practice; provided that no such consent is necessary for (i) professional services performed by Professionals during said Professionals’ vacation time, or (ii) professional services performed in connection with duties and responsibilities as a member of the Reserves or National Guard.

Appears in 1 contract

Samples: Professional Business Management Agreement (Eye Care Centers of America Inc)

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Limitations on Actions of the Practice. The Practice shall not take any of the following actions without the express prior written consent of Professional Business Manager: (a) Any action leading to or intended to result in the merger, combination or consolidation of the Practice or Office with, or acquisition of the Practice, the Office, or their businesses by, any other entity; (b) Mortgage or encumber any of the Practice’s real, personal or mixed property as security for any indebtedness which is not contemplated by the Budget; (c) Pay any dividend or make any other distribution, whether in cash or in kind, to Shareholders of the Practice, if any compensation owed by the Practice to Professional Business Manager hereunder has not been paid in full, and if any and all monetary obligations of the Practice to Professional Business Manager have not been fully paid in accordance with the terms of any and all documents governing such obligations; provided, however, that the foregoing shall not prevent payment of Shareholder’s salary, Bonus, payroll taxes thereon, and certain Shareholder Expenses as set forth in Section 3.10(b); (d) Dissolve or liquidate the Practice, or take any action with a view to or likely to have the result of the dissolution or liquidation of the Practice; or (e) Authorize the provision of professional services such that the income derived therefrom is not owned by the Practice; provided that no such consent is necessary for (i) professional services performed by Professionals during said Professionals’ vacation time, or (ii) professional services performed in connection with duties and responsibilities as a member of the Reserves or National Guard.

Appears in 1 contract

Samples: Professional Business Management Agreement (Eye Care Centers of America Inc)

Limitations on Actions of the Practice. The Practice shall not take any of the following actions without the express prior written consent of Professional Business Manager: (a) Any action leading to or intended to result in the merger, combination or consolidation of the Practice or Office with, or acquisition of the Practice, the Office, or their businesses by, any other entity; (b) Mortgage or encumber any of the Practice’s 's real, personal or mixed property as security for any indebtedness which is not contemplated by the Budget; (c) Pay any dividend or make any other distribution, whether in cash or in kind, to Shareholders of the Practice, if any compensation owed by the Practice to Professional Business Manager hereunder has not been paid in full, and if any and all monetary obligations of the Practice to Professional Business Manager have not been fully paid in accordance with the terms of any and all documents governing such obligations; (d) Dissolve or liquidate the Practice, or take any action with a view to or likely to have the result of the dissolution or liquidation of the Practice; or (e) Authorize the provision of professional services such that the income derived therefrom is not owned by the Practice; provided that no such consent is necessary for (i) professional services performed by Professionals during said Professionals' vacation time, or (ii) professional services performed in connection with duties and responsibilities as a member of the Reserves or National Guard.

Appears in 1 contract

Samples: Professional Business Management Agreement (Eye Care Centers of America Inc)

Limitations on Actions of the Practice. The Practice shall not take any of the following actions without the express prior written consent of Professional Retail Business Manager: (a) Any action leading to or intended to result in the merger, combination or consolidation of the Practice or Office Dispensary with, or acquisition of the Practice, the OfficeDispensary, or their businesses by, any other entity; (b) Mortgage or encumber any of the Practice’s 's real, personal or mixed property as security for any indebtedness which is not contemplated by the Budget; (c) Pay any dividend or make any other distribution, whether in cash or in kind, to Shareholders of the Practice, if any compensation owed by the Practice to Professional Retail Business Manager hereunder has not been paid in full, and if any and all monetary obligations of the Practice to Professional Retail Business Manager have not been fully paid in accordance with the terms of any and all documents governing such obligations;; or (d) Dissolve or liquidate the Practice, or take any action with a view to or likely to have the result of the dissolution or liquidation of the Practice; or. (e) Authorize the provision of professional services such that the income derived therefrom is not owned by the Practice; provided that no such consent is necessary for (i) professional services performed by Professionals during said Professionals' vacation time, or (ii) professional services performed in connection with duties and responsibilities as a member of the Reserves or National Guard.

Appears in 1 contract

Samples: Retail Business Management Agreement (Eye Care Centers of America Inc)

Limitations on Actions of the Practice. The Practice shall not ----------------------------------------- take any of the following actions without the express prior written consent of Professional Business Manager: (a) Any action leading to or intended to result in the merger, combination or consolidation of the Practice or Office with, or acquisition of the Practice, the Office, or their businesses by, any other entity; ; (b) Mortgage or encumber any of the Practice’s 's real, personal or mixed property as security for any indebtedness which is not contemplated by the Budget; ; (c) Pay any dividend or make any other distribution, whether in cash or in kind, to Shareholders of the Practice, if any compensation owed by the Practice to Professional Business Manager hereunder has not been paid in full, and if any and all monetary obligations of the Practice to Professional Business Manager have not been fully paid in accordance with the terms of any and all documents governing such obligations; ; provided, however, that the foregoing shall not prevent payment of Shareholder's salary, Bonus, payroll taxes thereon, and certain Shareholder Expenses as set forth in Section 3.10(b); (d) Dissolve or liquidate the Practice, or take any action with a view to or likely to have the result of the dissolution or liquidation of the Practice; or or (e) Authorize the provision of professional services such that the income derived therefrom is not owned by the Practice; provided that no such consent is necessary for (i) professional services performed by Professionals during said Professionals' vacation time, or (ii) professional services performed in connection with duties and responsibilities as a member of the Reserves or National Guard.

Appears in 1 contract

Samples: Professional Business Management Agreement (Eye Care Centers of America Inc)

Limitations on Actions of the Practice. The Practice shall not take any of the following actions without the express prior written consent of Professional Business Manager: (a) Any action leading to or intended to result in the merger, combination or consolidation of the Practice or Office with, or acquisition of the Practice, the Office, or their businesses by, any other entity; (b) Mortgage or encumber any of the Practice’s real, personal or mixed property as security for any indebtedness which is not contemplated by the Budget; (c) Pay any dividend or make any other distribution, whether in cash or in kind, to Shareholders of the Practice, if any compensation owed by the Practice to Professional Business Manager hereunder has not been paid in full, and if any and all monetary obligations of the Practice to Professional Business Manager have not been fully paid in accordance with the terms of any and all documents governing such obligations; provided, however, that the foregoing shall not prevent payment of Shareholder’s Salary, Bonus, payroll taxes thereon, and certain Shareholder Expenses as set forth in Section 3.10(b); (d) Dissolve or liquidate the Practice, or take any action with a view to or likely to have the result of the dissolution or liquidation of the Practice; or (e) Authorize the provision of professional services such that the income derived therefrom is not owned by the Practice; provided that no such consent is necessary for (i) professional services performed by Professionals during said Professionals’ vacation time, or (ii) professional services performed in connection with duties and responsibilities as a member of the Reserves or National Guard.

Appears in 1 contract

Samples: Professional Business Management Agreement (Eyemasters Inc)

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