Common use of New Medical Office Start-Up Costs Clause in Contracts

New Medical Office Start-Up Costs. (a) The Management Company shall pay, to the extent provided herein, all New Medical Office Start-Up Costs incurred in connection with the establishment of any New Medical Office. The Management Company shall create a separate division (the "New Office Division") for purposes of accounting for the income, costs, profits, and losses of any New Medical Office. The Management Company shall utilize generally accepted accounting principles in determining and accounting for the profits and losses related to the operations of each New Medical Office. Notwithstanding anything to the contrary contained herein, Corporate Overhead shall not be included in determining the costs and expenses associated with any New Medical Office. (b) At the end of the New Medical Office Start-Up Period (as hereinafter defined), the funds allocated to the New Office Division will be retroactively included in the general accounts of the Medical Group and the Management Company, respectively, as contemplated in Sections 5.3, 5.4, 5.5 and 5.7 of this Agreement in accordance with the following: (i) the Management Company shall be reimbursed for all of the Management Company Operating Costs incurred by the Management Company for each New Medical Office, (ii) the Management Company shall be entitled to receive the aggregate Management Fee as described in Section 5.4 and (iii) the Medical Group shall be entitled to receive the Annual Medical Group Compensation Amount for such new Medical Office, in each case, as if such New Medical Office had been any other office of the Medical Group during the New Medical Office Start-Up Period; provided, however, that notwithstanding the foregoing, if the aggregate Collections for such New Medical Office during the New Medical Office Start-Up Period is equal to or less than sum of (x) the New Medical Office Start-Up Costs associated with such New Medical Office and (y) the Management Fee payable with respect to the Collections of such New Medical Office, in each case during the New Medical Office Start-up Period, then (A) the Management Company and the Medical Group shall not be entitled to receive the Management Fee or the Annual Medical Group Compensation Amount, as applicable and (B) the Management Company shall be responsible for the deficit, if any, associated with such New Medical Office; provided that the aggregate amount of Collections received during the New Medical Office Start-Up Period for such New Medical Office shall belong solely to the Management Company. (c) In the event that the New Medical Office is not profitable (as reasonably determined by the Management Company) as of the end of the New Medical Office Start-Up Period, and the Management Company desires to close such New Medical Office, it must provide the Medical Group with written notice (the "Closing Notice") thereof within 15 days after the end of the New Medical Office Start-Up Period. The Medical Group shall then have the right (the "Continuation Right"), which it must exercise by delivering written notice to the Management Company within five (5) days after receipt of the Closing Notice, to keep the New Medical Office open. In the event that the Medical Group exercises its Continuation Right, then the Medical Group shall be required to fund all costs that fall within the definition of New Medical Office Start-Up Costs incurred during the period from the expiration of the New Medical Office Start-Up Period through and including the date that the New Medical Office becomes profitable (as reasonably determined by the Management Company) (the "Secondary Period"). Upon the conclusion of the Secondary Period, the funds allocated to the New Office Division during the Secondary Period shall be included in the general accounts of the Medical Group and the Management Company, respectively, in the manner set forth in 5.6(b) above; provided, however, that notwithstanding the foregoing, if the aggregate Collections for such New Medical Office during the Secondary Period are equal to or less than the sum of (x) the costs that fall within the definition of New Medical Office Start-Up Costs associated with such New Medical Office and (y) the Management Fee payable with respect to the Collections of such New Medical Office, in each case during the Secondary Period, then (A) the Management Company and the Medical Group shall not be entitled to receive the Management Fee or the Annual Medical Group Compensation Amount, as applicable and (B) the Medical Group shall be responsible for the deficit, if any, associated with such New Medical Office; provided, however, that the aggregate amount of Collections received during the Secondary Period for such New Medical Office shall belong solely to the Medical Group. Notwithstanding the foregoing, if the Medical Group elects to close such New Medical Office prior to its becoming profitable, the aggregate amount of Collections received during the Secondary Period for such New Medical Office shall belong solely to the Medical Group. (d) Notwithstanding anything contained herein to the contrary, in the event that either (i) the Operations Committee determines not to open a potential New Medical Office proposed by the Medical Group, or (ii) the Operations Committee is deadlocked as to whether to open such New Medical Office proposed by the Medical Group, or (iii) the Operations Committee is deadlocked as to whether to open such New Medical Office proposed by the Medical Group, and the decision of the arbitrator pursuant to Section 8.2 hereof is not to open such New Medical Office, then in any such event the Medical Group shall have the right (the "Opening Right"), upon delivery of written notice to the Management Company, to open such New Medical Office. In the event that the Medical Group exercises its Opening Right, the Medical Group shall be required to fund all costs within the definition of New Medical Office Start-Up Costs incurred during the Special New Medical Office Start-Up Period (as hereinafter defined). Upon the conclusion of the Special New Medical Office Start-Up Period, the funds allocated to the New Office Division during the Special New Medical Office Start-Up Period shall be included in the general accounts of the Medical Group and the Management Company, respectively, in the manner set forth in 5.6(b) above; provided, however, that notwithstanding the foregoing, (i) no Management Fees shall be payable to the Management Company during the Special New Office Start-Up Period and (ii) if the aggregate Collections for such New Medical Office during the Special New Medical Office Start-Up Period are equal to or less than the sum of (x) the costs that fall within the definition of New Medical Office Start-Up Costs associated with such New Medical Office, plus (y) interest at the rate of ten (10%) percent per annum on such costs which shall be paid to the Medical Group, then (A) the Management Company and the Medical

New Medical Office Start-Up Costs. (a) The Management Company shall pay, to the extent provided herein, all New Medical Office Start-Up Costs incurred in connection with the establishment of any New Medical Office. The Management Company shall create a separate division (the "New Office Division") for purposes of accounting for the income, costs, profits, and losses of any New Medical Office. The Management Company shall utilize generally accepted accounting principles in determining and accounting for the profits and losses related to the operations of each New Medical Office. Notwithstanding anything to the contrary contained herein, Corporate Overhead shall not be included in determining the costs and expenses associated with any New Medical Office. (b) . At the end of the New Medical Office Start-Up Period (as hereinafter defined), the funds allocated to the New Office Division will be retroactively included in the general accounts of the Medical Group and the Management Company, respectively, as contemplated in Sections 5.3, 5.4, 5.5 and 5.7 of this Agreement in accordance with the following: (i) the Management Company shall be reimbursed for all of the Management Company Operating Costs incurred by the Management Company for each New Medical Office, (ii) the Management Company shall be entitled to receive the aggregate Management Fee as described in Section 5.4 and (iii) the Medical Group shall be entitled to receive the Annual Medical Group Compensation Amount for such new Medical Office, in each case, as if such New Medical Office had been any other office of the Medical Group during the New Medical Office Start-Up Period; provided, however, that notwithstanding the foregoing, if the aggregate Collections for such New Medical Office during the New Medical Office Start-Up Period is equal to or less than sum of (x) the New Medical Office Start-Up Costs associated with such New Medical Office and (y) the Management Fee payable with respect to the Collections of such New Medical Office, in each case during the New Medical Office Start-up Period, then (A) the Management Company and the Medical Group shall not be entitled to receive the Management Fee or Fee, the Annual Medical Group Compensation Amount, as applicable applicable, or any reimbursement for Management Company Operating Costs and (B) the Management Company shall be responsible for the deficit, if any, associated with such New Medical Office; . (b) Except to the extent provided that in Section 5.6(a) above, the aggregate amount of Collections received during the New Medical Office Start-Up Period for such xxxxxxxx, collections, costs and expenses relating to any New Medical Office shall belong solely to the Management Company. (c) In the event that the New Medical Office is not profitable (as reasonably determined by the Management Company) as of the end of not, during the New Medical Office Start-Up Period, and the Management Company desires to close such New Medical Office, it must provide the Medical Group with written notice (the "Closing Notice") thereof within 15 days after the end of the New Medical Office Start-Up Period. The Medical Group shall then have the right (the "Continuation Right"), which it must exercise by delivering written notice to the Management Company within five (5) days after receipt of the Closing Notice, to keep the New Medical Office open. In the event that the Medical Group exercises its Continuation Right, then the Medical Group shall be required to fund all costs that fall within the definition of New Medical Office Start-Up Costs incurred during the period from the expiration of the New Medical Office Start-Up Period through and including the date that the New Medical Office becomes profitable (as reasonably determined by the Management Company) (the "Secondary Period"). Upon the conclusion of the Secondary Period, the funds allocated to the New Office Division during the Secondary Period shall be included in the general accounts computations of the Medical Group and Compensation, the Management CompanyFee, Management Company Costs, Ancillary Services, or Medical Group Costs as described in Sections 5.3, 5.4, 5.5, 5.8, or 5.7, respectively, in the manner set forth in 5.6(b. (c) above; provided, however, that notwithstanding the foregoing, if the aggregate Collections for such All Medical Equipment utilized at any New Medical Office during the Secondary Period are equal to or less than the sum of (x) the costs that fall within the definition of New Medical Office Start-Up Costs associated with such New Medical Office and (y) the Management Fee payable with respect to the Collections of such New Medical Office, in each case during the Secondary Period, then (A) shall be acquired by the Management Company and provided to the Medical Group shall not be entitled to receive in accordance with the Management Fee or the Annual Medical Group Compensation Amount, as applicable and (B) the Medical Group shall be responsible for the deficit, if any, associated with such New Medical Office; provided, however, that the aggregate amount terms of Collections received during the Secondary Period for such New Medical Office shall belong solely to the Medical Group. Notwithstanding the foregoing, if the Medical Group elects to close such New Medical Office prior to its becoming profitable, the aggregate amount of Collections received during the Secondary Period for such New Medical Office shall belong solely to the Medical GroupSection 3.3 hereof. (d) Notwithstanding anything contained herein to the contraryFor purposes of this Agreement, in the event that either (i) the Operations Committee determines not to open a potential New Medical Office proposed by the Medical Group, or (ii) the Operations Committee is deadlocked as to whether to open such New Medical Office proposed by the Medical Group, or (iii) the Operations Committee is deadlocked as to whether to open such New Medical Office proposed by the Medical Group, and the decision of the arbitrator pursuant to Section 8.2 hereof is not to open such "New Medical Office, then in " means any such event the Medical Group shall have the right (the "Opening Right"), upon delivery of written notice to the Management Company, to open such New Medical Office. In the event that the Medical Group exercises its Opening Right, the Medical Group shall be required to fund all costs within the definition of New Medical Office Start-Up Costs incurred during the Special New Medical Office Start-Up Period (as hereinafter defined). Upon the conclusion of the Special New Medical Office Start-Up Period, the funds allocated to the New Office Division during the Special New Medical Office Start-Up Period shall be included in the general accounts office of the Medical Group and the Management Company, respectively, other than those offices located in the manner set forth premises identified in 5.6(bSection 3.2(a) above; provided, however, that notwithstanding the foregoing, (i) no Management Fees shall be payable to the Management Company during the Special New Office Start-Up Period and (ii) if the aggregate Collections for such New Medical Office during the Special New Medical Office Start-Up Period are equal to or less than the sum of (x) the costs that fall within the definition of New Medical Office Start-Up Costs associated with such New Medical Office, plus (y) interest at the rate of ten (10%) percent per annum on such costs which shall be paid to the Medical Group, then (A) the Management Company and the Medicalhereof.

New Medical Office Start-Up Costs. (a) The Management Company shall pay, to the extent provided herein, all New Medical Office Start-Up Costs incurred in connection with the establishment of any New Medical Office. The Management Company shall create a separate division (the "New Office Division") for purposes of accounting for the income, costs, profits, and losses of any New Medical Office. The Management Company shall utilize generally accepted accounting principles in determining and accounting for the profits and losses related to the operations of each New Medical Office. Notwithstanding anything to the contrary contained herein, Corporate Overhead shall not be included in determining the costs and expenses associated with any New Medical Office. (b) . At the end of the New Medical Office Start-Up Period (as hereinafter defined), the funds allocated to the New Office Division will be retroactively included in the general accounts of the Medical Group and the Management Company, respectively, as contemplated in Sections 5.3, 5.4, 5.5 and 5.7 of this Agreement in accordance with the following: (i) the Management Company shall be reimbursed for all of the Management Company Operating Costs incurred by the Management Company for each such New Medical Office, (ii) the Management Company shall be entitled to receive the aggregate Management Fee as described in Section 5.4 and (iii) the Medical Group shall be entitled to receive the Annual Medical Group Compensation Amount for such new Medical Office, in each case, as if such New Medical Office had been any other office of the Medical Group during the New Medical Office Start-Up Period; provided, however, that notwithstanding the foregoing, if the aggregate Collections for such New Medical Office during the New Medical Office Start-Up Period is equal to or less than sum of (x) the New Medical Office Start-Up Costs associated with such New Medical Office and (y) the Management Fee payable with respect to the Collections of such New Medical Office, in each case during the New Medical Office Start-up Period, then (A) the Management Company and the Medical Group shall not be entitled to receive any reimbursement for Management Company Operating Costs, the Management Fee or the Annual Medical Group Compensation Amount, as applicable applicable, and (B) the Management Company shall be responsible for the deficit, if any, associated with such New Medical Office; . (b) Except to the extent provided that in Section 5.6(a) above, the aggregate amount of Collections received during the New Medical Office Start-Up Period for such xxxxxxxx, collections, costs and expenses relating to any New Medical Office shall belong solely to the Management Company. (c) In the event that the New Medical Office is not profitable (as reasonably determined by the Management Company) as of the end of not, during the New Medical Office Start-Up Period, and the Management Company desires to close such New Medical Office, it must provide the Medical Group with written notice (the "Closing Notice") thereof within 15 days after the end of the New Medical Office Start-Up Period. The Medical Group shall then have the right (the "Continuation Right"), which it must exercise by delivering written notice to the Management Company within five (5) days after receipt of the Closing Notice, to keep the New Medical Office open. In the event that the Medical Group exercises its Continuation Right, then the Medical Group shall be required to fund all costs that fall within the definition of New Medical Office Start-Up Costs incurred during the period from the expiration of the New Medical Office Start-Up Period through and including the date that the New Medical Office becomes profitable (as reasonably determined by the Management Company) (the "Secondary Period"). Upon the conclusion of the Secondary Period, the funds allocated to the New Office Division during the Secondary Period shall be included in the general accounts computations of the Medical Group and Compensation, the Management CompanyFee, Management Company Costs, Ancillary Services, or Medical Group Costs as described in Sections 5.3, 5.4, 5.5, 5.8, or 5.7, respectively, in the manner set forth in 5.6(b. (c) above; provided, however, that notwithstanding the foregoing, if the aggregate Collections for such All Medical Equipment utilized at any New Medical Office during the Secondary Period are equal to or less than the sum of (x) the costs that fall within the definition of New Medical Office Start-Up Costs associated with such New Medical Office and (y) the Management Fee payable with respect to the Collections of such New Medical Office, in each case during the Secondary Period, then (A) shall be acquired by the Management Company and leased to the Medical Group shall not be entitled to receive in accordance with the Management Fee or the Annual Medical Group Compensation Amount, as applicable and (B) the Medical Group shall be responsible for the deficit, if any, associated with such New Medical Office; provided, however, that the aggregate amount terms of Collections received during the Secondary Period for such New Medical Office shall belong solely to the Medical Group. Notwithstanding the foregoing, if the Medical Group elects to close such New Medical Office prior to its becoming profitable, the aggregate amount of Collections received during the Secondary Period for such New Medical Office shall belong solely to the Medical GroupSection 3.3 hereof. (d) Notwithstanding anything contained herein to the contraryFor purposes of this Agreement, in the event that either (i) the Operations Committee determines not to open a potential New Medical Office proposed by the Medical Group, or (ii) the Operations Committee is deadlocked as to whether to open such New Medical Office proposed by the Medical Group, or (iii) the Operations Committee is deadlocked as to whether to open such New Medical Office proposed by the Medical Group, and the decision of the arbitrator pursuant to Section 8.2 hereof is not to open such "New Medical Office, then in " means any such event the Medical Group shall have the right (the "Opening Right"), upon delivery of written notice to the Management Company, to open such New Medical Office. In the event that the Medical Group exercises its Opening Right, the Medical Group shall be required to fund all costs within the definition of New Medical Office Start-Up Costs incurred during the Special New Medical Office Start-Up Period (as hereinafter defined). Upon the conclusion of the Special New Medical Office Start-Up Period, the funds allocated to the New Office Division during the Special New Medical Office Start-Up Period shall be included in the general accounts office of the Medical Group and the Management Company, respectively, other than those offices located in the manner set forth premises identified in 5.6(bSection 3.2(a) above; provided, however, that notwithstanding the foregoing, (i) no Management Fees shall be payable to the Management Company during the Special New Office Start-Up Period and (ii) if the aggregate Collections for such New Medical Office during the Special New Medical Office Start-Up Period are equal to or less than the sum of (x) the costs that fall within the definition of New Medical Office Start-Up Costs associated with such New Medical Office, plus (y) interest at the rate of ten (10%) percent per annum on such costs which shall be paid to the Medical Group, then (A) the Management Company and the Medicalhereof.

New Medical Office Start-Up Costs. (a) The Management Company shall pay, to the extent provided herein, all New Medical Office Start-Up Costs incurred in connection with the establishment of any New Medical Office. The Management Company shall create a separate division (the "New Office Division") for purposes of accounting for the income, costs, profits, and losses of any New Medical Office. The Management Company shall utilize generally accepted accounting principles in determining and accounting for the profits and losses related to the operations of each New Medical Office. Notwithstanding anything to the contrary contained herein, Corporate Overhead shall not be included in determining the costs and expenses associated with any New Medical Office. (b) At For each New Medical Office, the end of Medical Group shall open a bank account (the "New Medical Office Bank Account") separate from the Medical Group Collections Account, which bank account shall be used to deposit all Collections received for Medical Group Services rendered at such New Medical Office. The Medical Group shall instruct the bank at which the New Medical Office Bank Account is maintained to transfer, on a daily basis during the New Medical Office Start-Up Period (as hereinafter defined), all funds in the funds allocated New Medical Office Bank Account (less the amount necessary to avoid the payment of bank charges or fees relating to the New Office Division will be retroactively included failure to maintain a minimum balance in the general accounts of the New Medical Group and Office Bank Account) to a bank designated by the Management Company, respectively, as contemplated for credit to an account in Sections 5.3, 5.4, 5.5 and 5.7 of this Agreement in accordance with the following: (i) the Management Company shall be reimbursed for all of the Management Company Operating Costs incurred by the Management Company for each New Medical Office, Company's name. (iic) the Management Company shall be entitled to receive the aggregate Management Fee as described in Section 5.4 and (iii) the Medical Group shall be entitled to receive the Annual Medical Group Compensation Amount for such new Medical Office, in each case, as if such New Medical Office had been any other office of the Medical Group during the New Medical Office Start-Up Period; provided, however, that notwithstanding the foregoing, if If the aggregate Collections for such New Medical Office during the New Medical Office Start-Up Period is are equal to or less greater than the sum of (x) the New Medical Office Start-Up Costs associated with such New Medical Office and (y) the Management Fee payable with respect to the Collections of such New Medical Office, in each case during the New Medical Office Start-up Period, then the Management Company shall pay to the Medical Group the excess of such Collections, if any, and all Collections received beginning on the day after the end of the New Medical Office Start-Up Period for such New Medical Office shall be deposited into the Medical Group Collections Account and shall no longer be deposited into the New Medical Office Bank Account. Such New Medical Office shall thereafter, for all purposes of this Agreement, be treated as any other office of the Medical Group. If the aggregate Collections for such New Medical Office during the New Medical Office Start-Up Period are less than the sum of (A) the Management Company New Medical Office Start-Up Costs associated with such New Medical Office and the Medical Group shall not be entitled to receive (B) the Management Fee or payable with respect to the Annual Collections of such New Medical Group Compensation AmountOffice, as applicable and in each case during the New Medical Office Start-Up Period, (B1) the Management Company shall be responsible for the deficit, if any, associated with such New Medical Office; provided that the aggregate amount of Collections received during the New Medical Office Start-Up Period for such New Medical Office shall belong solely to the Management Company. Company and (c2) In the event that Operations Committee shall determine whether to maintain such office for the New provision of Medical Office is not profitable (as reasonably determined by the Management Company) as of the end of the New Medical Office Start-Up PeriodGroup Services, and if such decision is in the Management Company desires to close such New Medical Office, it must provide the Medical Group with written notice (the "Closing Notice") thereof within 15 days after the end of the New Medical Office Start-Up Period. The Medical Group shall then have the right (the "Continuation Right"), which it must exercise by delivering written notice to the Management Company within five (5) days after receipt of the Closing Notice, to keep the New Medical Office open. In the event that the Medical Group exercises its Continuation Rightaffirmative, then the Medical Group shall be required to fund all costs that fall within the definition of New Medical Office Start-Up Costs incurred during the period from beginning on the expiration day after the end of the New Medical Office Start-Up Period through and including the date that the New Medical Office becomes profitable (as reasonably determined by the Management Company) (the "Secondary Period"). Upon the conclusion and, for all purposes of the Secondary Periodthis Agreement, the funds allocated to the New Office Division during the Secondary Period shall be included in the general accounts of the Medical Group and the Management Company, respectively, in the manner set forth in 5.6(b) above; provided, however, that notwithstanding the foregoing, if the aggregate Collections for such New Medical Office during the Secondary Period are equal to or less than the sum of (x) the costs that fall within the definition of New Medical Office Start-Up Costs associated with such New Medical Office and (y) the Management Fee payable with respect to the Collections of such New Medical Office, in each case during the Secondary Period, then (A) the Management Company and the Medical Group shall not be entitled to receive the Management Fee or the Annual Medical Group Compensation Amount, as applicable and (B) the Medical Group shall be responsible for the deficit, if any, associated with such New Medical Office; provided, however, that the aggregate amount of Collections received during the Secondary Period for such New Medical Office shall belong solely to the Medical Group. Notwithstanding the foregoing, if the Medical Group elects to close such New Medical Office prior to its becoming profitable, the aggregate amount be treated as any other office of Collections received during the Secondary Period for such New Medical Office shall belong solely to the Medical Group. (d) Notwithstanding anything contained herein Except to the contraryextent provided in Section 5.5(d) above, in the event that either (i) the Operations Committee determines not Xxxxxxxx, Collections, costs and expenses relating to open a potential any New Medical Office proposed by the Medical Groupshall not, or (ii) the Operations Committee is deadlocked as to whether to open such New Medical Office proposed by the Medical Group, or (iii) the Operations Committee is deadlocked as to whether to open such New Medical Office proposed by the Medical Group, and the decision of the arbitrator pursuant to Section 8.2 hereof is not to open such New Medical Office, then in any such event the Medical Group shall have the right (the "Opening Right"), upon delivery of written notice to the Management Company, to open such New Medical Office. In the event that the Medical Group exercises its Opening Right, the Medical Group shall be required to fund all costs within the definition of New Medical Office Start-Up Costs incurred during the Special New Medical Office Start-Up Period (as hereinafter defined). Upon the conclusion of the Special New Medical Office Start-Up Period, the funds allocated to the New Office Division during the Special New Medical Office Start-Up Period shall be included in the general accounts computations of the Management Fee, Management Company Costs, or Ancillary Services as described in Sections 5.3, 5.4, or 5.7, respectively. (e) All Medical Equipment utilized at any New Medical Office shall be acquired by the Management Company and leased to the Medical Group in accordance with the terms of Section 3.3 hereof. (f) For purposes of this Agreement, "New Medical Office" means any office of the Medical Group and the Management Company, respectively, other than those offices identified in the manner set forth in 5.6(bSection 3.2(a) above; provided, however, that notwithstanding the foregoing, (i) no Management Fees shall be payable to the Management Company during the Special New Office Start-Up Period and (ii) if the aggregate Collections for such New Medical Office during the Special New Medical Office Start-Up Period are equal to or less than the sum of (x) the costs that fall within the definition of New Medical Office Start-Up Costs associated with such New Medical Office, plus (y) interest at the rate of ten (10%) percent per annum on such costs which shall be paid to the Medical Group, then (A) the Management Company and the Medicalhereof.

New Medical Office Start-Up Costs. (a) The Management Company shall pay, to the extent provided herein, all New Medical Office Start-Up Costs incurred in connection with the establishment of any New Medical Office. The Management Company shall create a separate division (the "New Office Division") for purposes of accounting for the income, costs, profits, and losses of any New Medical Office. The Management Company shall utilize generally accepted accounting principles in determining and accounting for the profits and losses related to the operations of each New Medical Office. Notwithstanding anything to the contrary contained herein, Corporate Overhead shall not be included in determining the costs and expenses associated with any New Medical Office. (b) . At the end of the New Medical Office Start-Up Period (as hereinafter defined), the funds allocated to the New Office Division will be retroactively included in the general accounts of the Medical Group and the Management Company, respectively, as contemplated in Sections 5.3, 5.4, 5.5 and 5.7 of this Agreement in accordance with the following: (i) the Management Company shall be reimbursed for all of the Management Company Operating Costs incurred by the Management Company for each New Medical Office, (ii) the Management Company shall be entitled to receive the aggregate Management Fee as described in Section 5.4 and (iii) the Medical Group shall be entitled to receive the Annual Medical Group Compensation Amount for such new Medical Office, in each case, as if such New Medical Office had been any other office of the Medical Group during the New Medical Office Start-Up Period; provided, however, that notwithstanding the foregoing, if the aggregate Collections for such New Medical Office during the New Medical Office Start-Up Period is equal to or less than sum of (x) the New Medical Office Start-Up Costs associated with such New Medical Office and (y) the Management Fee payable with respect to the Collections of such New Medical Office, in each case during the New Medical Office Start-up Period, then (A) the Management Company and the Medical Group shall not be entitled to receive the Management Fee or the Annual Medical Group Compensation Amount, as applicable applicable, and (B) the Management Company shall be responsible for the deficit, if any, associated with such New Medical Office; provided that the aggregate amount of Collections received during the New Medical Office Start-Up Period for such New Medical Office shall belong solely to the Management Company. (cb) In Except to the event that extent provided in Section 5.6(a) above, the xxxxxxxx, collections, costs and expenses relating to any New Medical Office is not profitable (as reasonably determined by the Management Company) as of the end of shall not, during the New Medical Office Start-Up Period, and the Management Company desires to close such New Medical Office, it must provide the Medical Group with written notice (the "Closing Notice") thereof within 15 days after the end of the New Medical Office Start-Up Period. The Medical Group shall then have the right (the "Continuation Right"), which it must exercise by delivering written notice to the Management Company within five (5) days after receipt of the Closing Notice, to keep the New Medical Office open. In the event that the Medical Group exercises its Continuation Right, then the Medical Group shall be required to fund all costs that fall within the definition of New Medical Office Start-Up Costs incurred during the period from the expiration of the New Medical Office Start-Up Period through and including the date that the New Medical Office becomes profitable (as reasonably determined by the Management Company) (the "Secondary Period"). Upon the conclusion of the Secondary Period, the funds allocated to the New Office Division during the Secondary Period shall be included in the general accounts computations of the Medical Group and Compensation, the Management CompanyFee, Management Company Costs, Ancillary Services, or Medical Group Costs as described in Sections 5.3, 5.4, 5.5, 5.8, or 5.7, respectively, in the manner set forth in 5.6(b. (c) above; provided, however, that notwithstanding the foregoing, if the aggregate Collections for such All Medical Equipment utilized at any New Medical Office during the Secondary Period are equal to or less than the sum of (x) the costs that fall within the definition of New Medical Office Start-Up Costs associated with such New Medical Office and (y) the Management Fee payable with respect to the Collections of such New Medical Office, in each case during the Secondary Period, then (A) shall be acquired by the Management Company and provided to the Medical Group shall not be entitled to receive in accordance with the Management Fee or the Annual Medical Group Compensation Amount, as applicable and (B) the Medical Group shall be responsible for the deficit, if any, associated with such New Medical Office; provided, however, that the aggregate amount terms of Collections received during the Secondary Period for such New Medical Office shall belong solely to the Medical Group. Notwithstanding the foregoing, if the Medical Group elects to close such New Medical Office prior to its becoming profitable, the aggregate amount of Collections received during the Secondary Period for such New Medical Office shall belong solely to the Medical GroupSection 3.3 hereof. (d) Notwithstanding anything contained herein to the contraryFor purposes of this Agreement, in the event that either (i) the Operations Committee determines not to open a potential New Medical Office proposed by the Medical Group, or (ii) the Operations Committee is deadlocked as to whether to open such New Medical Office proposed by the Medical Group, or (iii) the Operations Committee is deadlocked as to whether to open such New Medical Office proposed by the Medical Group, and the decision of the arbitrator pursuant to Section 8.2 hereof is not to open such "New Medical Office, then in " means any such event the Medical Group shall have the right (the "Opening Right"), upon delivery of written notice to the Management Company, to open such New Medical Office. In the event that the Medical Group exercises its Opening Right, the Medical Group shall be required to fund all costs within the definition of New Medical Office Start-Up Costs incurred during the Special New Medical Office Start-Up Period (as hereinafter defined). Upon the conclusion of the Special New Medical Office Start-Up Period, the funds allocated to the New Office Division during the Special New Medical Office Start-Up Period shall be included in the general accounts office of the Medical Group and the Management Company, respectively, other than those offices located in the manner set forth premises identified in 5.6(bSection 3.2(a) above; provided, however, that notwithstanding the foregoing, (i) no Management Fees shall be payable to the Management Company during the Special New Office Start-Up Period and (ii) if the aggregate Collections for such New Medical Office during the Special New Medical Office Start-Up Period are equal to or less than the sum of (x) the costs that fall within the definition of New Medical Office Start-Up Costs associated with such New Medical Office, plus (y) interest at the rate of ten (10%) percent per annum on such costs which shall be paid to the Medical Group, then (A) the Management Company and the Medicalhereof.

New Medical Office Start-Up Costs. (a) The Management Company shall pay, to the extent provided herein, all New Medical Office Start-Up Costs incurred in connection with the establishment of any New Medical Office. The Management Company shall create a separate division (the "New Office Division") for purposes of accounting for the income, costs, profits, and losses of any New Medical Office. The Management Company shall utilize generally accepted accounting principles in determining and accounting for the profits and losses related to the operations of each New Medical Office. Notwithstanding anything to the contrary contained herein, Corporate Overhead shall not be included in determining the costs and expenses associated with any New Medical Office. (b) . At the end of the New Medical Office Start-Up Period (as hereinafter defined), the funds allocated to the New Office Division will be retroactively included in the general accounts of the Medical Group and the Management Company, respectively, as contemplated in Sections 5.3, 5.4, 5.5 and 5.7 of this Agreement in accordance with the following: (i) the Management Company shall be reimbursed for all of the Management Company Operating Costs incurred by the Management Company for each New Medical Office, (ii) the Management Company shall be entitled to receive the aggregate Management Fee as described in Section 5.4 and (iii) the Medical Group shall be entitled to receive the Annual Medical Group Compensation Amount for such new Medical Office, in each case, as if such New Medical Office had been any other office of the Medical Group during the New Medical Office Start-Up Period; provided, however, that notwithstanding the foregoing, if the aggregate Collections for such New Medical Office during the New Medical Office Start-Up Period is equal to or less than sum of (x) the New Medical Office Start-Up Costs associated with such New Medical Office and (y) the Management Fee payable with respect to the Collections of such New Medical Office, in each case during the New Medical Office Start-up Period, then (A) the Management Company and the Medical Group shall not be entitled to receive the Management Fee or the Annual Medical Group Compensation Amount, as applicable applicable, and (B) the Management Company shall be responsible for the deficit, if any, associated with such New Medical Office; provided that the aggregate amount of Collections received during the New Medical Office Start-Start Up Period for such New Medical Office shall belong solely to the Management Company. (cb) In Except to the event that extent provided in Section 5.6(a) above, the xxxxxxxx, collections, costs and expenses relating to any New Medical Office is not profitable (as reasonably determined by the Management Company) as of the end of shall not, during the New Medical Office Start-Up Period, and the Management Company desires to close such New Medical Office, it must provide the Medical Group with written notice (the "Closing Notice") thereof within 15 days after the end of the New Medical Office Start-Up Period. The Medical Group shall then have the right (the "Continuation Right"), which it must exercise by delivering written notice to the Management Company within five (5) days after receipt of the Closing Notice, to keep the New Medical Office open. In the event that the Medical Group exercises its Continuation Right, then the Medical Group shall be required to fund all costs that fall within the definition of New Medical Office Start-Up Costs incurred during the period from the expiration of the New Medical Office Start-Up Period through and including the date that the New Medical Office becomes profitable (as reasonably determined by the Management Company) (the "Secondary Period"). Upon the conclusion of the Secondary Period, the funds allocated to the New Office Division during the Secondary Period shall be included in the general accounts computations of the Medical Group and Compensation, the Management CompanyFee, Management Company Costs, Ancillary Services, or Medical Group Costs as described in Sections 5.3, 5.4, 5.5, 5.8, or 5.7, respectively, in the manner set forth in 5.6(b. (c) above; provided, however, that notwithstanding the foregoing, if the aggregate Collections for such All Medical Equipment utilized at any New Medical Office during the Secondary Period are equal to or less than the sum of (x) the costs that fall within the definition of New Medical Office Start-Up Costs associated with such New Medical Office and (y) the Management Fee payable with respect to the Collections of such New Medical Office, in each case during the Secondary Period, then (A) shall be acquired by the Management Company and provided to the Medical Group shall not be entitled to receive in accordance with the Management Fee or the Annual Medical Group Compensation Amount, as applicable and (B) the Medical Group shall be responsible for the deficit, if any, associated with such New Medical Office; provided, however, that the aggregate amount terms of Collections received during the Secondary Period for such New Medical Office shall belong solely to the Medical Group. Notwithstanding the foregoing, if the Medical Group elects to close such New Medical Office prior to its becoming profitable, the aggregate amount of Collections received during the Secondary Period for such New Medical Office shall belong solely to the Medical GroupSection 3.3 hereof. (d) Notwithstanding anything contained herein to the contraryFor purposes of this Agreement, in the event that either (i) the Operations Committee determines not to open a potential New Medical Office proposed by the Medical Group, or (ii) the Operations Committee is deadlocked as to whether to open such New Medical Office proposed by the Medical Group, or (iii) the Operations Committee is deadlocked as to whether to open such New Medical Office proposed by the Medical Group, and the decision of the arbitrator pursuant to Section 8.2 hereof is not to open such "New Medical Office, then in " means any such event the Medical Group shall have the right (the "Opening Right"), upon delivery of written notice to the Management Company, to open such New Medical Office. In the event that the Medical Group exercises its Opening Right, the Medical Group shall be required to fund all costs within the definition of New Medical Office Start-Up Costs incurred during the Special New Medical Office Start-Up Period (as hereinafter defined). Upon the conclusion of the Special New Medical Office Start-Up Period, the funds allocated to the New Office Division during the Special New Medical Office Start-Up Period shall be included in the general accounts office of the Medical Group and the Management Company, respectively, other than those offices located in the manner set forth premises identified in 5.6(bSection 3.2(a) above; provided, however, that notwithstanding the foregoing, (i) no Management Fees shall be payable to the Management Company during the Special New Office Start-Up Period and (ii) if the aggregate Collections for such New Medical Office during the Special New Medical Office Start-Up Period are equal to or less than the sum of (x) the costs that fall within the definition of New Medical Office Start-Up Costs associated with such New Medical Office, plus (y) interest at the rate of ten (10%) percent per annum on such costs which shall be paid to the Medical Group, then (A) the Management Company and the Medicalhereof.

New Medical Office Start-Up Costs. (a) The Management Company shall pay, to the extent provided herein, all New Medical Office Start-Up Costs incurred in connection with the establishment of any New Medical Office. The Management Company shall create a separate division (the "New Office Division") for purposes of accounting for the income, costs, profits, and losses of any New Medical Office. The Management Company shall utilize generally accepted accounting principles in determining and accounting for the profits and losses related to the operations of each New Medical Office. Notwithstanding anything to the contrary contained herein, Corporate Overhead shall not be included in determining the costs and expenses associated with any New Medical Office. (b) . At the end of the New Medical Office Start-Up Period (as hereinafter defined), the funds allocated to the New Office Division will be retroactively included in the general accounts of the Medical Group and the Management Company, respectively, as contemplated in Sections 5.3, 5.4, 5.5 and 5.7 of this Agreement in accordance with the following: (i) the Management Company shall be reimbursed for all of the Management Company Operating Costs incurred by the Management Company for each New Medical Office, (ii) the Management Company shall be entitled to receive the aggregate Management Fee as described in Section 5.4 and (iiiii) the Medical Group shall be entitled to receive the Annual Medical Group Compensation Amount for such new New Medical Office, in each case, as if such New Medical Office had been any other office of the Medical Group during the New Medical Office Start-Up Period; provided, however, that notwithstanding the foregoing, if the aggregate Collections for Net Operating Income of such New Medical Office during for the New Medical Office Start-Up Period is equal to or less than sum zero, then (A) all of (x) the New Medical Office Start-Up Costs associated with shall be borne solely by the Management Company and such New Medical Office costs shall be considered Excluded Costs for purposes of this Agreement and (y) the Management Fee payable with respect to the Collections of such New Medical Office, in each case during the New Medical Office Start-up Period, then (AB) the Management Company and the Medical Group shall not be entitled to receive the Management Fee or the Annual Medical Group Compensation Amount, as applicable applicable. (b) Except to the extent provided in Section 5.6(a) above, the xxxxxxxx, collections, costs and (B) the Management Company shall be responsible for the deficit, if any, associated with such New Medical Office; provided that the aggregate amount of Collections received during the New Medical Office Start-Up Period for such expenses relating to any New Medical Office shall belong solely to the Management Company. (c) In the event that the New Medical Office is not profitable (as reasonably determined by the Management Company) as of the end of not, during the New Medical Office Start-Up Period, and the Management Company desires to close such New Medical Office, it must provide the Medical Group with written notice (the "Closing Notice") thereof within 15 days after the end of the New Medical Office Start-Up Period. The Medical Group shall then have the right (the "Continuation Right"), which it must exercise by delivering written notice to the Management Company within five (5) days after receipt of the Closing Notice, to keep the New Medical Office open. In the event that the Medical Group exercises its Continuation Right, then the Medical Group shall be required to fund all costs that fall within the definition of New Medical Office Start-Up Costs incurred during the period from the expiration of the New Medical Office Start-Up Period through and including the date that the New Medical Office becomes profitable (as reasonably determined by the Management Company) (the "Secondary Period"). Upon the conclusion of the Secondary Period, the funds allocated to the New Office Division during the Secondary Period shall be included in the general accounts computations of the Medical Group and Compensation, the Management CompanyFee, Management Company Costs, Ancillary Services, or Medical Group Costs as described in Sections 5.3, 5.4, 5.5, 5.8, or 5.7, respectively, in the manner set forth in 5.6(b. (c) above; provided, however, that notwithstanding the foregoing, if the aggregate Collections for such All Medical Equipment utilized at any New Medical Office during the Secondary Period are equal to or less than the sum of (x) the costs that fall within the definition of New Medical Office Start-Up Costs associated with such New Medical Office and (y) the Management Fee payable with respect to the Collections of such New Medical Office, in each case during the Secondary Period, then (A) shall be acquired by the Management Company and provided to the Medical Group shall not be entitled to receive in accordance with the Management Fee or the Annual Medical Group Compensation Amount, as applicable and (B) the Medical Group shall be responsible for the deficit, if any, associated with such New Medical Office; provided, however, that the aggregate amount terms of Collections received during the Secondary Period for such New Medical Office shall belong solely to the Medical Group. Notwithstanding the foregoing, if the Medical Group elects to close such New Medical Office prior to its becoming profitable, the aggregate amount of Collections received during the Secondary Period for such New Medical Office shall belong solely to the Medical GroupSection 3.3 hereof. (d) Notwithstanding anything contained herein to the contraryFor purposes of this Agreement, in the event that either (i) the Operations Committee determines not to open a potential New Medical Office proposed by the Medical Group, or (ii) the Operations Committee is deadlocked as to whether to open such New Medical Office proposed by the Medical Group, or (iii) the Operations Committee is deadlocked as to whether to open such New Medical Office proposed by the Medical Group, and the decision of the arbitrator pursuant to Section 8.2 hereof is not to open such "New Medical Office, then in " means any such event the Medical Group shall have the right (the "Opening Right"), upon delivery of written notice to the Management Company, to open such New Medical Office. In the event that the Medical Group exercises its Opening Right, the Medical Group shall be required to fund all costs within the definition of New Medical Office Start-Up Costs incurred during the Special New Medical Office Start-Up Period (as hereinafter defined). Upon the conclusion of the Special New Medical Office Start-Up Period, the funds allocated to the New Office Division during the Special New Medical Office Start-Up Period shall be included in the general accounts office of the Medical Group and the Management Company, respectively, other than those offices located in the manner set forth premises identified in 5.6(bSection 3.2(a) above; provided, however, that notwithstanding the foregoing, (i) no Management Fees shall be payable to the Management Company during the Special New Office Start-Up Period and (ii) if the aggregate Collections for such New Medical Office during the Special New Medical Office Start-Up Period are equal to or less than the sum of (x) the costs that fall within the definition of New Medical Office Start-Up Costs associated with such New Medical Office, plus (y) interest at the rate of ten (10%) percent per annum on such costs which shall be paid to the Medical Group, then (A) the Management Company and the Medicalhereof.

New Medical Office Start-Up Costs. (a) The Management Company shall payUpon the approval of the Operations Committee, to the extent provided herein, all New Medical Office Start-Up Costs incurred in connection with the establishment of any a medical office (other than those listed on Schedule 3.2) may be opened (a "New Medical Office"). The Management Company shall will create a separate division (the "New Office Division") for purposes of accounting for the income, costs, profits, and losses of any New Medical OfficeOffice ("New Medical Office Division"). The Management Company shall utilize generally accepted accounting principles in determining and accounting for the profits and losses related will pay, to the operations extent provided herein, all costs associated with the establishment of each such New Medical Office. Notwithstanding anything to the contrary contained herein, Corporate Overhead shall not be included in determining the costs and expenses associated with any New Office other than Medical Office. Group Costs (b) At the end of the "New Medical Office Start-Up Period Costs"). (as hereinafter defined), b) Beginning on the funds allocated to the New Office Division will be retroactively included in the general accounts of the Medical Group and the Management Company, respectively, as contemplated in Sections 5.3, 5.4, 5.5 and 5.7 of this Agreement in accordance with the following: (i) the Management Company shall be reimbursed for all of the Management Company Operating Costs incurred by the Management Company for each New Medical Office, (ii) the Management Company shall be entitled to receive the aggregate Management Fee as described in Section 5.4 and (iii) the Medical Group shall be entitled to receive the Annual Medical Group Compensation Amount for such new Medical Office, in each case, as if such New Medical Office had been any other office of the Medical Group during day the New Medical Office Start-Up Period; providedis first opened for the treatment of patients, howeverthe xxxxxxxx, that notwithstanding the foregoingcollections, if the aggregate Collections for such costs and expenses relating to any New Medical Office during will be included in the New Medical Office Start-Up Period is equal to or less than sum computation of (x) the New Medical Office Start-Up Costs associated with such New Medical Office Collections and (y) the Management Fee payable with respect to the Collections of such New Medical Office, in each case during the New Medical Office Start-up Period, then (A) the Management Company and the Medical Group shall not be entitled to receive the Management Fee or the Annual Medical Group Compensation Amount, as applicable and (B) the Management Company shall be responsible for the deficit, if any, associated with such New Medical Office; provided that the aggregate amount of Collections received during the New Medical Office Start-Up Period for such New Medical Office shall belong solely to the Management CompanyFee. (c) In the event that If the New Medical Office is not profitable (as reasonably determined by the Management Company) as of the end of the New Medical Office Start-Up Period, and the Management Company desires to close at all times thereafter such New Medical Office, it must provide Office will be treated as any other office of the Medical Group with written notice (the "Closing Notice") thereof within 15 days after Group. The Management Company, in its sole discretion, may permanently close any New Medical Office if, as of the end of the New Medical Office Start-Up Period. The Medical Group shall then have the right (the "Continuation Right"), which it must exercise by delivering written notice to the Management Company within five determines that New Medical Office is not profitable. (5d) days after receipt Beginning with the month immediately following the expiration of the Closing NoticeNew Medical Start-Up Period, the Management Company will be entitled to keep recoup [, out of the profits from the New Medical Office open. In the event that the Medical Group exercises its Continuation Right, then the Medical Group shall be required to fund Division,] all costs that fall within the definition of New Medical Office Start-Up Costs incurred during the period from the expiration of the New Medical Office Start-Up Period through and including Costs previously paid by the date that Management Company in sixty (60) equal monthly installments of principal, plus interest on the unrecouped portion of such costs at the actual rate paid by the Management Company to its senior lender. (e) All Equipment utilized at any New Medical Office becomes profitable (as reasonably determined will be acquired by the Management Company) (the "Secondary Period"). Upon the conclusion of the Secondary Period, the funds allocated and will be charged back to the New Office Division during the Secondary Period shall Medical Group on a depreciated basis over a five-year period and will be included in the general accounts of the Medical Group and the Management Company, respectively, in the manner set forth in 5.6(b) above; provided, however, that notwithstanding the foregoing, if the aggregate Collections for such New Medical Office during the Secondary Period are equal to or less than the sum of (x) the costs that fall within the definition of New Medical Office Start-Up Costs associated with such New Medical Office and (y) the Management Fee payable with respect to the Collections of such New Medical Office, in each case during the Secondary Period, then (A) the Management Company and the Medical Group shall not be entitled to receive the Management Fee or the Annual Medical Group Compensation Amount, as applicable and (B) the Medical Group shall be responsible for the deficit, if any, associated with such New Medical Office; provided, however, that the aggregate amount of Collections received during the Secondary Period for such New Medical Office shall belong solely to the Medical Group. Notwithstanding the foregoing, if the Medical Group elects to close such New Medical Office prior to its becoming profitable, the aggregate amount of Collections received during the Secondary Period for such New Medical Office shall belong solely to the Medical GroupOperating Costs. (df) Notwithstanding anything contained herein to the contraryFor purposes of this Agreement, in the event that either (i) the Operations Committee determines not to open a potential New Medical Office proposed by the Medical Group, or (ii) the Operations Committee is deadlocked as to whether to open such New Medical Office proposed by the Medical Group, or (iii) the Operations Committee is deadlocked as to whether to open such New Medical Office proposed by the Medical Group, and the decision of the arbitrator pursuant to Section 8.2 hereof is not to open such New Medical Office, then in any such event the Medical Group shall have the right (the "Opening Right"), upon delivery of written notice to the Management Company, to open such New Medical Office. In the event that the Medical Group exercises its Opening Right, the Medical Group shall be required to fund all costs within the definition of New Medical Office Start-Up Costs incurred during the Special New Medical Office Start-Up Period (as hereinafter defined). Upon the conclusion of the Special New Medical Office Start-Up Period, " means the funds allocated to period commencing on the New Office Division during date that any costs are incurred in connection with the Special establishment of a New Medical Office Start-Up Period shall be included in and ending on the general accounts last day of the Medical Group and twelfth full calendar month after the Management Company, respectively, in the manner set forth in 5.6(b) above; provided, however, that notwithstanding the foregoing, (i) no Management Fees shall be payable to the Management Company during the Special New Office Start-Up Period and (ii) if the aggregate Collections for such New Medical Office during first opened for the Special New Medical Office Start-Up Period are equal to or less than the sum treatment of (x) the costs that fall within the definition of New Medical Office Start-Up Costs associated with such New Medical Office, plus (y) interest at the rate of ten (10%) percent per annum on such costs which shall be paid to the Medical Group, then (A) the Management Company and the Medicalpatients.

New Medical Office Start-Up Costs. (a) The Management Company shall pay, to the extent provided herein, all New Medical Office Start-Up Costs incurred in connection with the establishment of any New Medical Office. The Management Company shall create a separate division (the "New Office Division") for purposes of accounting for the income, costs, profits, and losses of any New Medical Office. The Management Company shall utilize generally accepted accounting principles in determining and accounting for the profits and losses related to the operations of each New Medical Office. Notwithstanding anything to the contrary contained herein, Corporate Overhead shall not be included in determining the costs and expenses associated with any New Medical Office. (b) . At the end of the New Medical Office Start-Up Period (as hereinafter defined), the funds allocated to the New Office Division will be retroactively included in the general accounts of the Medical Group and the Management Company, respectively, as contemplated in Sections 5.3, 5.4, 5.5 and 5.7 of this Agreement in accordance with the following: (i) the Management Company shall be reimbursed for all of the Management Company Operating Costs incurred by the Management Company for each New Medical Office, (ii) the Management Company shall be entitled to receive the aggregate Management Fee as described in Section 5.4 4.4 and (iii) the Medical Group shall be entitled to receive the Annual Medical Group Compensation Amount for such new Medical Office, in each case, as if such New Medical Office had been any other office of the Medical Group during the New Medical Office Start-Up Period; provided, however, that notwithstanding the foregoing, if the aggregate Collections for such New Medical Office during the New Medical Office Start-Up Period is equal to or less than sum of (x) the New Medical Office Start-Up Costs associated with such New Medical Office and (y) the Management Fee payable with respect to the Collections of such New Medical Office, in each case during the New Medical Office Start-up Period, then (A) the Management Company and the Medical Group shall not be entitled to receive the Management Fee or Fee, the Annual Medical Group Compensation Amount, as applicable applicable, or any reimbursement for Management Company Operating Costs, and (B) the Management Company shall be responsible for the deficit, if any, associated with such New Medical Office; . (b) Except to the extent provided that in Section 4.6(a) above, the aggregate amount of Collections received during the New Medical Office Start-Up Period for such xxxxxxxx, collections, costs and expenses relating to any New Medical Office shall belong solely to the Management Company. (c) In the event that the New Medical Office is not profitable (as reasonably determined by the Management Company) as of the end of not, during the New Medical Office Start-Up Period, and the Management Company desires to close such New Medical Office, it must provide the Medical Group with written notice (the "Closing Notice") thereof within 15 days after the end of the New Medical Office Start-Up Period. The Medical Group shall then have the right (the "Continuation Right"), which it must exercise by delivering written notice to the Management Company within five (5) days after receipt of the Closing Notice, to keep the New Medical Office open. In the event that the Medical Group exercises its Continuation Right, then the Medical Group shall be required to fund all costs that fall within the definition of New Medical Office Start-Up Costs incurred during the period from the expiration of the New Medical Office Start-Up Period through and including the date that the New Medical Office becomes profitable (as reasonably determined by the Management Company) (the "Secondary Period"). Upon the conclusion of the Secondary Period, the funds allocated to the New Office Division during the Secondary Period shall be included in the general accounts computations of the Medical Group and Compensation, the Management CompanyFee, Management Company Costs, Ancillary Services, or Medical Group Costs as described in Sections 4.3, 4.4, 4.5, 4.8, or 4.7, respectively, in the manner set forth in 5.6(b. (c) above; provided, however, that notwithstanding the foregoing, if the aggregate Collections for such All Medical Equipment utilized at any New Medical Office during the Secondary Period are equal to or less than the sum of (x) the costs that fall within the definition of New Medical Office Start-Up Costs associated with such New Medical Office and (y) the Management Fee payable with respect to the Collections of such New Medical Office, in each case during the Secondary Period, then (A) shall be acquired by the Management Company and leased to the Medical Group shall not be entitled to receive in accordance with the Management Fee or the Annual Medical Group Compensation Amount, as applicable and (B) the Medical Group shall be responsible for the deficit, if any, associated with such New Medical Office; provided, however, that the aggregate amount terms of Collections received during the Secondary Period for such New Medical Office shall belong solely to the Medical Group. Notwithstanding the foregoing, if the Medical Group elects to close such New Medical Office prior to its becoming profitable, the aggregate amount of Collections received during the Secondary Period for such New Medical Office shall belong solely to the Medical GroupSection 3.3 hereof. (d) Notwithstanding anything contained herein to the contraryFor purposes of this Agreement, in the event that either (i) the Operations Committee determines not to open a potential New Medical Office proposed by the Medical Group, or (ii) the Operations Committee is deadlocked as to whether to open such New Medical Office proposed by the Medical Group, or (iii) the Operations Committee is deadlocked as to whether to open such New Medical Office proposed by the Medical Group, and the decision of the arbitrator pursuant to Section 8.2 hereof is not to open such "New Medical Office, then in " means any such event the Medical Group shall have the right (the "Opening Right"), upon delivery of written notice to the Management Company, to open such New Medical Office. In the event that the Medical Group exercises its Opening Right, the Medical Group shall be required to fund all costs within the definition of New Medical Office Start-Up Costs incurred during the Special New Medical Office Start-Up Period (as hereinafter defined). Upon the conclusion of the Special New Medical Office Start-Up Period, the funds allocated to the New Office Division during the Special New Medical Office Start-Up Period shall be included in the general accounts office of the Medical Group and the Management Company, respectively, other than those offices identified in the manner set forth in 5.6(bSection 3.2(a) above; provided, however, that notwithstanding the foregoing, (i) no Management Fees shall be payable to the Management Company during the Special New Office Start-Up Period and (ii) if the aggregate Collections for such New Medical Office during the Special New Medical Office Start-Up Period are equal to or less than the sum of (x) the costs that fall within the definition of New Medical Office Start-Up Costs associated with such New Medical Office, plus (y) interest at the rate of ten (10%) percent per annum on such costs which shall be paid to the Medical Group, then (A) the Management Company and the Medicalhereof.