Common use of Office and Equipment Clause in Contracts

Office and Equipment. (a) Subject to Section 4.1(b) hereof, as necessary or appropriate, and after taking into consideration the professional concerns of Practice, Business Manager shall lease, acquire or otherwise procure an Office in a location or locations reasonably acceptable to Practice and shall permit Practice to use the Office. Any Office procured by Business Manager for use by Practice shall be procured at commercially reasonable rates. (b) In the event Practice is the lessee of the Office under a lease with an unrelated and nonaffiliated lessor, Business Manager may require Practice to assign such lease to Business Manager upon receipt of consent from the lessor, and, in such event, Business Manager shall assume Practice's obligations thereunder from and after the date of such assignment. Practice shall use its best efforts to assist in obtaining the lessor's consent to the assignment. Upon request, Practice shall execute any instruments and shall take any acts that Business Manager deems necessary to accomplish the assignment of the lease. Any expenses incurred in effectuating the assignment shall be an Office Expense. (c) Business Manager shall provide all nonmedical equipment, fixtures, office supplies, furniture and furnishings reasonably deemed necessary by Business Manager for the operation of the Office and for the provision of Medical Services. (d) Business Manager shall provide or cause to be provided to Practice (including financing arrangements with respect thereto) all necessary medical equipment. (e) Business Manager shall be responsible for all necessary repair and maintenance of the Office as an Office Expense, consistent with Business Manager's responsibilities under the terms of any lease or other use arrangement. Business Manager shall also be responsible for all necessary repair, maintenance and replacement of all equipment relating to the Office, except for any such repairs, maintenance and replacement necessitated by the negligence or willful misconduct of Practice, its Physicians or other personnel employed by Practice, in which event any such repair or replacement shall be a Practice Expense and not an Office Expense.

Office and Equipment. (a) Subject to Section 4.1(b) hereof, as necessary or appropriate, and after taking into consideration the professional concerns of Practice, Business Manager shall lease, acquire or otherwise procure an Office in a location or locations reasonably acceptable to Practice and shall permit Practice to use the Office. Any Office procured by Business Manager for use by Practice shall be procured at commercially reasonable rates. (b) In the event Practice is the lessee of the Office under a lease with an unrelated and nonaffiliated lessor, Business Manager may require Practice to assign such lease to Business Manager upon receipt of consent from the lessor, and, in such event, Business Manager shall assume Practice's obligations thereunder from and after the date of such assignment. Practice shall use its best efforts to assist in obtaining the lessor's consent to the assignment. Upon request, Practice shall execute any instruments and shall take any acts that Business Manager deems necessary to accomplish the assignment of the lease. Any expenses incurred in effectuating the assignment shall be an Office Expense. (c) Business Manager shall provide all nonmedical equipment, fixtures, office supplies, furniture and furnishings reasonably deemed necessary by Business Manager for the operation of the Office and for the provision of Medical ServicesServices and the operation of the Dispensary Business. (d) Business Manager shall provide or cause to be provided to Practice (including financing arrangements with respect thereto) all necessary medical equipmentequipment reasonably required by Practice. (e) Business Manager shall be responsible for all necessary repair and maintenance of the Office as an Office Expense, consistent with Business Manager's responsibilities under the terms of any lease or other use arrangement. Business Manager shall also be responsible for all necessary repair, maintenance and replacement of all equipment relating to the Office, except for any such repairs, maintenance and replacement necessitated by the negligence or willful misconduct of Practice, its Physicians or other personnel employed by Practice, in which event any such repair or replacement shall be a Practice Expense and not an Office Expense.

Office and Equipment. (a) Subject to Section 4.1(b) hereof, as necessary or appropriate, and after taking into consideration the professional concerns of Practice, Business Manager shall lease, acquire or otherwise procure an Office in a location or locations reasonably acceptable to Practice and shall permit Practice to use the Office. Any Office procured by Business Manager for use by Practice shall be procured at commercially reasonable rates. (b) In the event Practice is the lessee of the Office under a lease with an unrelated and nonaffiliated lessor, Business Manager may require Practice to assign such lease to Business Manager upon receipt of consent from the lessor, and, in such event, Business Manager shall assume Practice's obligations thereunder from and after the date of such assignment. Practice shall use its best efforts to assist in obtaining the lessor's consent to the assignment. Upon request, Practice shall execute any instruments and shall take any acts that Business Manager deems necessary to accomplish the assignment of the lease. Any expenses incurred in effectuating the assignment shall be an Office Expense. (c) Business Manager shall provide all nonmedical equipment, fixtures, office supplies, furniture and furnishings reasonably deemed necessary by Business Manager for the operation of the Office and for the provision of Medical Services. (d) Business Manager shall provide or cause to be provided to Practice (including financing arrangements with respect thereto) all necessary medical equipmentequipment required by Practice. (e) Business Manager shall be responsible for all necessary repair and maintenance of the Office as an Office Expense, consistent with Business Manager's responsibilities under the terms of any lease or other use arrangement. Business Manager shall also be responsible for all necessary repair, maintenance and replacement of all equipment relating to the Office, except for any such repairs, maintenance and replacement necessitated by the negligence or willful misconduct of Practice, its Physicians or other personnel employed by Practice, in which event any such repair or replacement shall be a Practice Expense and not an Office Expense.

Office and Equipment. (a) Subject to Section 4.1(b) hereof, as necessary or appropriate, and after taking into consideration the professional concerns of Practice, Business Manager shall lease, acquire or otherwise procure an Office in a location or locations reasonably acceptable to Practice and shall permit Practice to use the Office. Any Office procured by Business Manager for use by Practice shall be procured at commercially reasonable rates. (b) In the event Practice is the lessee of the Office under a lease with an unrelated and nonaffiliated lessor, Business Manager may require Practice to assign such lease to Business Manager upon receipt of consent from the lessor, and, in such event, Business Manager shall assume Practice's obligations thereunder from and after the date of such assignment. Practice shall use its best efforts to assist in obtaining the lessor's consent to the assignment. Upon request, Practice shall execute any instruments and shall take any acts that Business Manager deems necessary to accomplish the assignment of the lease. Any expenses incurred in effectuating the assignment shall be an Office Expense. (c) Business Manager shall provide all nonmedical equipment, fixtures, office supplies, information systems, furniture and furnishings reasonably deemed necessary by Business Manager for the operation of the Office and for the provision of Medical ServicesServices and the operation of the Dispensary Business, including all replacements and upgrades thereof at the discretion of Business Manager. Without limiting the foregoing, with respect to information systems, Practice acknowledges and agrees that Business Manager will have the discretion to determine the timing and extent of the upgrade and/or replacement of Practice's information systems from time to time during the Term; provided, that if the cost thereof exceeds the amount set forth in the then current Budget, Business Manager shall obtain Practice Consent, which consent may not be unreasonably withheld. (d) Business Manager shall provide or cause to be provided to Practice (including financing arrangements with respect thereto) all necessary medical equipmentequipment reasonably required by Practice. (e) Business Manager shall be responsible for all necessary repair and maintenance of the Office as an Office Expense, consistent with Business Manager's responsibilities under the terms of any lease or other use arrangement. Business Manager shall also be responsible for all necessary repair, maintenance and replacement of all equipment relating to the Office, except for any such repairs, maintenance and replacement necessitated by the negligence or willful misconduct of Practice, its Physicians or other personnel employed by Practice, in which event any such repair or replacement shall be a Practice Expense and not an Office Expense. (f) Assets acquired by Business Manager pursuant to the ECM Transaction Agreements which are located at the Creekwood Medical Plaza office or the Liberty, Missouri office shall not be relocated by Business Manager without Practice Consent.

Office and Equipment. (a) Subject to Section 4.1(b) hereof, as necessary or appropriate, the terms and conditions of the applicable Lease, and after taking into consideration the professional concerns of Practice, Business Manager shall lease, acquire or otherwise procure an Office in a the following locations: (i) 000 Xxxxx Xxxxxx, Xxx Xxxxxx, Xxxxxxx 00000; 0000 X. Xxxxx River Road, Evansville, Indiana 47715; 000 Xxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx 00000; 000 Xxxxxxx Xxxxx Xxxx., Xxxxxxxx, Xxxxxxxx 00000 or (ii) any future location or locations reasonably acceptable to Practice and shall permit Practice to use the Office. Any Office procured by Business Manager for use by Practice shall be procured at commercially reasonable rates. (b) In the event Practice is the lessee of the Office under a lease with an unrelated and nonaffiliated lessor, Business Manager may require Practice to shall assign such lease to Business Manager upon receipt of consent from the lessorManager, and, in such event, Business Manager shall assume Practice's obligations thereunder from and after the date of such assignment. Practice shall use its best efforts to assist in obtaining the lessor's consent to the assignment. Upon request, Practice shall execute any instruments and shall take any acts that Business Manager deems necessary to accomplish the assignment of the lease. Any expenses incurred in effectuating the assignment shall be an Office Expense. Moreover, except as set forth on Schedule 1.45, all lease payments arising under such ------------- leases relating to an Office shall be Office Expenses irrespective of whether Business Manager assumes Practice's obligations thereunder or consent to such assumption is not obtained. (c) In a reasonably timely manner, Business Manager shall provide all nonmedical equipment, fixtures, office supplies, furniture and furnishings reasonably deemed necessary by Business Manager for the operation of the Office and Office, for the provision of Medical ServicesServices and for the operation of the Non-Ophthalmic Business including all replacements and upgrades thereof at the discretion of Business Manager. Without limiting the foregoing, with respect to information systems, Practice acknowledges and agrees that Business Manager will have the discretion to determine the timing and extent of the upgrade and/or replacement of Practice's information systems from time to time during the Term. (d) Business Manager shall provide or cause to be provided to Practice (including financing arrangements with respect thereto) in a reasonably timely manner all necessary medical equipmentequipment reasonably required by Practice. (e) Business Manager shall be responsible for all necessary repair and maintenance of the Office as an Office Expense, consistent with Business Manager's responsibilities under the terms of any lease or other use arrangement. Business Manager shall also be responsible for all necessary repair, maintenance and replacement of all equipment relating to the Office, except for any such repairs, maintenance and replacement necessitated by the negligence or willful misconduct of Practice, its Physicians or other personnel employed by Practice, in which event any such repair or replacement shall be a Practice Expense and not an Office Expense.

Office and Equipment. (a) Subject to Section 4.1(b) hereof, as necessary or appropriate, and after taking into consideration the professional concerns of Practice, Business Manager shall lease, sublease, acquire or otherwise procure an one or more Offices that are deemed by the Parties to be reasonably necessary and appropriate, and the expenses associated with such lease, sublease, acquisition, or procurement shall be Office in a location or locations reasonably acceptable to Practice and shall permit Practice to use the OfficeExpenses. Any Office procured by Business Manager for the use by the Practice shall be procured at commercially reasonable rates. Any relocation from the Practice's present Office location or expansion of the Practice's Office into an additional Office shall be done only after Business Manager has received Practice Consent, which shall not be unreasonably withheld. (b) In the event the Practice is the lessee of the an Office under a lease with an unrelated and nonaffiliated lessor, Business Manager may require the Practice to assign such lease to Business Manager upon receipt of consent from the lessor, and, in such event, Business Manager shall assume Practice's obligations thereunder from and after the date of such assignment. The Practice shall use its best efforts to assist in obtaining the lessor's consent to the assignment. Upon request, Practice shall execute any instruments and shall take any acts that Business Manager deems necessary to accomplish the assignment of the lease. Any expenses incurred in effectuating the assignment shall be an Office ExpenseExpenses. (c) Business Manager shall provide all nonmedical non-health care equipment, fixtures, office supplies, furniture and furnishings reasonably deemed necessary by Business Manager as are reasonable and approved in the Budget for the operation of the Office and for the provision of Medical Professional Eye Care Services. If the Practice wishes to choose additional equipment, which the Business Manager determines not to acquire or lease, the Practice may acquire or lease such equipment, and the expense related thereto shall be deemed a Shareholder Expense. (d) Business Manager shall provide provide, finance, or cause to be provided or financed health care related equipment as reasonably required by the Practice. The Practice shall have final authority in all health care equipment selections; provided, however, that if the Practice chooses to acquire health care equipment which is not in the Budget and which Business Manager reasonably chooses not to acquire, expenses related thereto shall be treated as a Shareholder Expense and such equipment shall be owned by the Practice; provided further that following such acquisition or lease by the Practice, if the Practice Advisory Council determines that after a period of six months of use such equipment is reasonably certain to result in material profit to Business Manager (including financing arrangements taking into account the cost or expense and anticipated revenues associated with respect such equipment), then Business Manager shall acquire such equipment from the Practice by either (at Business Manager's option), paying cash or by assuming the liability associated with such equipment, or if such equipment is then being leased by the Practice, by assuming such lease. In the event of such an acquisition by Business Manager, it shall reimburse the Practice for previous expenses applied thereto.. Except for equipment which Business Manager elects not to acquire or lease which are acquired or leased by the Practice pursuant to Section 3.2(c) or (d), all necessary medical health care and non-health care equipment, other than Professional-owned automobiles, acquired for the use of the Practice shall be owned by Business Manager and the depreciation and related capital charge shall be an Office Expense. Business Manager may make recommendations to the Practice on the relationship between its health care equipment decisions and the overall administrative and financial operations of the practice. (e) Business Manager shall be responsible for all necessary the repair and maintenance of the Office as an Office ExpenseOffice, consistent with Business Manager's responsibilities under the terms of any lease or other use arrangement. Business Manager shall also be responsible , and for all necessary the prompt repair, maintenance maintenance, and replacement of all equipment relating to the Office, except for any other than such repairs, maintenance and replacement necessitated by the gross negligence or willful misconduct of the Practice, its Physicians Professionals or other personnel employed by the Practice, in which event any such the repair or replacement of which shall be a Practice Shareholder Expense and not an Office Expense. Replacement equipment shall be acquired where Business Manager in good faith determines that such replacement is necessary or where the Budget has made allowances for such replacement. (f) Any portion of the foregoing lease payments in excess of fair market value (as set forth in Exhibit 1.31) relating to leases of equipment or an Office shall be treated as a Shareholder Expense.

Office and Equipment. (a) Subject to Section 4.1(b) hereof, as necessary or appropriate, and after taking into consideration the professional concerns of Practice, Business Manager shall lease, sublease, acquire or otherwise procure an one or more Offices that are deemed by the Parties to be reasonably necessary and appropriate, and the expenses associated with such lease, sublease, acquisition, or procurement shall be Office in a location or locations reasonably acceptable to Practice and shall permit Practice to use the OfficeExpenses. Any Office procured by Business Manager for the use by the Practice shall be procured at commercially reasonable rates. Any relocation from the Practice's present Office location or expansion of the Practice's Office into an additional Office shall be done only after Business Manager has received Practice Consent, which shall not be unreasonably withheld or delayed. (b) In the event the Practice is the lessee of the an Office under a lease with an unrelated and nonaffiliated lessor, Business Manager may require the Practice to assign such lease to Business Manager upon receipt of consent from the lessor, and, in such event, Business Manager shall assume Practice's obligations thereunder from and after the date of such assignment. The Practice shall use its best efforts to assist in obtaining the lessor's consent to the assignment. Upon request, Practice shall execute any instruments and shall take any acts that Business Manager deems necessary to accomplish the assignment of the lease. Any expenses incurred in effectuating the assignment shall be an Office ExpenseExpenses, except for real estate leases described on Exhibit 3.2 ----------- existing at the time of execution of this Agreement, such expenses related thereto shall be paid by the Business Manager. (c) Business Manager shall provide all nonmedical non-health care equipment, fixtures, office supplies, furniture and furnishings reasonably deemed necessary by Business Manager as are reasonable and approved in the Budget for the operation of the Office and for the provision of Medical Professional Eye Care Services. If the Practice wishes to choose additional equipment, which the Business Manager determines not to acquire or lease, the Practice may acquire or lease such equipment, and the expense related thereto shall be deemed a Shareholder Expense. (d) Business Manager shall provide provide, finance, or cause to be provided or financed health care related equipment as reasonably required by the Practice. The Practice shall have final authority in all health care equipment selections; provided, however, that if the Practice chooses to acquire health care equipment which is not in the Budget and which Business Manager reasonably chooses not to acquire, expenses related thereto shall be treated as a Shareholder Expense and such equipment shall be owned by the Practice; provided further that following such acquisition or lease by the Practice, if the Practice Advisory Council determines that after a period of six months of use such equipment is reasonably certain to result in material profit to Business Manager (including financing arrangements taking into account the cost or expense and anticipated revenues associated with respect such equipment), then Business Manager shall acquire such equipment from the Practice by either (at Business Manager's option), paying cash or by assuming the liability associated with such equipment, or if such equipment is then being leased by the Practice, by assuming such lease. In the event of such an acquisition by Business Manager, it shall reimburse the Practice for previous expenses applied thereto. Except for equipment which Business Manager elects not to acquire or lease which are acquired or leased by the Practice pursuant to Section 3.2(c) or (d), all necessary medical health care and non-health care equipment, other than Professional-owned automobiles, acquired for the use of the Practice shall be owned by Business Manager and the depreciation and related capital charge shall be an Office Expense. Business Manager may make recommendations to the Practice on the relationship between its health care equipment decisions and the overall administrative and financial operations of the practice. (e) Business Manager shall be responsible for all necessary the repair and maintenance of the Office as an Office ExpenseOffice, consistent with either the Practice or Business Manager's responsibilities under the terms of any lease or other use arrangement. Business Manager shall also be responsible , and for all necessary the prompt repair, maintenance maintenance, and replacement of all equipment relating to the Office, except for any other than such repairs, maintenance and replacement necessitated by the gross negligence or willful misconduct of the Practice, its Physicians Professionals or other personnel employed by the Practice, in which event any such the repair or replacement of which shall be a Practice Shareholder Expense and not an Office Expense. Replacement equipment shall be acquired where Business Manager in good faith determines that such replacement is necessary or where the Budget has made allowances for such replacement. (f) Any portion of the foregoing lease payments in excess of fair market value relating to related party leases of equipment or an Office shall be treated as a Shareholder Expense.

Office and Equipment. (a) Subject to Section 4.1(b) hereof, as necessary or appropriate, and after taking into consideration the professional concerns of Practice, Business Manager shall lease, sublease, acquire or otherwise procure an one or more Offices that are deemed by the Parties to be reasonably necessary and appropriate, and the expenses associated with such lease, sublease, acquisition, or procurement shall be Office in a location or locations reasonably acceptable to Practice and shall permit Practice to use the OfficeExpenses. Any Office procured by Business Manager for the use by the Practice shall be procured at commercially reasonable rates. Any relocation from the Practice's present Office location or expansion of the Practice's Office into an additional Office shall be done only after Business Manager has received Practice Consent, which shall not be unreasonably withheld. (b) In the event the Practice is the lessee of the an Office under a lease with an unrelated and nonaffiliated lessor, Business Manager may require the Practice to assign such lease to Business Manager upon receipt of consent from the lessor, and, in such event, Business Manager shall assume Practice's obligations thereunder from and after the date of such assignment. The Practice shall use its best efforts to assist in obtaining the lessor's consent to the assignment. Upon request, Practice shall execute any instruments and shall take any acts that Business Manager deems necessary to accomplish the assignment of the lease. Any expenses incurred in effectuating the assignment shall be an Office ExpenseExpenses. (c) Business Manager shall provide all nonmedical non-health care equipment, fixtures, office supplies, furniture and furnishings reasonably deemed necessary by Business Manager as are reasonable and approved in the Budget for the operation of the Office and for the provision of Medical Professional Eye Care Services. If the Practice wishes to choose additional equipment, which the Business Manager determines not to acquire or lease, the Practice may acquire or lease such equipment, and the expense related thereto shall be deemed a Shareholder Expense. (d) Business Manager shall provide provide, finance, or cause to be provided or financed health care related equipment as reasonably required by the Practice. The Practice shall have final authority in all health care equipment selections; provided, however, that if the Practice chooses to acquire health care equipment which is not in the Budget and which Business Manager reasonably chooses not to acquire, expenses related thereto shall be treated as a Shareholder Expense and such equipment shall be owned by the Practice; provided further that following such acquisition or lease by the Practice, if the Practice Advisory Council determines that after a period of six months of use such equipment is reasonably certain to result in material profit to Business Manager (including financing arrangements taking into account the cost or expense and anticipated revenues associated with respect such equipment), then Business Manager shall acquire such equipment from the Practice by either (at Business Manager's option), paying cash or by assuming the liability associated with such equipment, or if such equipment is then being leased by the Practice, by assuming such lease. In the event of such an acquisition by Business Manager, it shall reimburse the Practice for previous expenses applied thereto.. Except for equipment which Business Manager elects not to acquire or lease which are acquired or leased by the Practice pursuant to Section 3.2(c) or (d), all necessary medical health care and non-health care equipment., other than Professional-owned automobiles, acquired for the use of the Practice shall be owned by Business Manager (e) Business Manager shall be responsible for all necessary the repair and maintenance of the Office as an Office ExpenseOffice, consistent with Business Manager's responsibilities under the terms of any lease or other use arrangement. Business Manager shall also be responsible , and for all necessary the prompt repair, maintenance maintenance, and replacement of all equipment relating to the Office, except for any other than such repairs, maintenance and replacement necessitated by the gross negligence or willful misconduct of the Practice, its Physicians Professionals or other personnel employed by the Practice, in which event any such the repair or replacement of which shall be a Practice Shareholder Expense and not an Office Expense. Replacement equipment shall be acquired where Business Manager in good faith determines that such replacement is necessary or where the Budget has made allowances for such replacement. (f) Any portion of the foregoing lease payments in excess of fair market value (as set forth in Exhibit 1.31) relating to leases of equipment or an Office shall be treated as a Shareholder Expense.

Office and Equipment. (a) Subject to Section 4.1(b) hereof, as necessary or appropriate, the terms and conditions of the applicable Lease, and after taking into consideration the professional concerns of Practice, Business Manager shall lease, acquire or otherwise procure an Office in a the following locations: (i) 000 Xxxxx Xxxxxx, Xxx Xxxxxx, Xxxxxxx 00000; 0000 X. Xxxxx River Road, Evansville, Indiana 47715; 000 Xxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx 00000; 000 Xxxxxxx Xxxxx Xxxx., Xxxxxxxx, Xxxxxxxx 00000 or (ii) any future location or locations reasonably acceptable to Practice and shall permit Practice to use the Office. Any Office procured by Business Manager for use by Practice shall be procured at commercially reasonable rates. (b) In the event Practice is the lessee of the Office under a lease with an unrelated and nonaffiliated lessor, Business Manager may require Practice to shall assign such lease to Business Manager upon receipt of consent from the lessorManager, and, in such event, Business Manager shall assume Practice's obligations thereunder from and after the date of such assignment. Practice shall use its best efforts to assist in obtaining the lessor's consent to the assignment. Upon request, Practice shall execute any instruments and shall take any acts that Business Manager deems necessary to accomplish the assignment of the lease. Any expenses incurred in effectuating the assignment shall be an Office Expense. Moreover, except as set forth on Schedule 1.45, all lease payments arising under such leases relating to an Office shall be Office Expenses irrespective of whether Business Manager assumes Practice's obligations thereunder or consent to such assumption is not obtained. (c) In a reasonably timely manner, Business Manager shall provide all nonmedical equipment, fixtures, office supplies, furniture and furnishings reasonably deemed necessary by Business Manager for the operation of the Office and Office, for the provision of Medical ServicesServices and for the operation of the Non-Ophthalmic Business including all replacements and upgrades thereof at the discretion of Business Manager. Without limiting the foregoing, with respect to information systems, Practice acknowledges and agrees that Business Manager will have the discretion to determine the timing and extent of the upgrade and/or replacement of Practice's information systems from time to time during the Term. (d) Business Manager shall provide or cause to be provided to Practice (including financing arrangements with respect thereto) in a reasonably timely manner all necessary medical equipmentequipment reasonably required by Practice. (e) Business Manager shall be responsible for all necessary repair and maintenance of the Office as an Office Expense, consistent with Business Manager's responsibilities under the terms of any lease or other use arrangement. Business Manager shall also be responsible for all necessary repair, maintenance and replacement of all equipment relating to the Office, except for any such repairs, maintenance and replacement necessitated by the negligence or willful misconduct of Practice, its Physicians or other personnel employed by Practice, in which event any such repair or replacement shall be a Practice Expense and not an Office Expense.

Office and Equipment. (a) Subject to Section 4.1(b) hereof, as necessary or appropriate, and after taking into consideration the professional concerns of Practice, Business Manager shall lease, sublease, acquire or otherwise procure an one or more Offices that are deemed by the Parties to be reasonably necessary and appropriate, and the expenses associated with such lease, sublease, acquisition, or procurement shall be Office in a location or locations reasonably acceptable to Practice and shall permit Practice to use the OfficeExpenses. Any Office procured by Business Manager for the use by the Practice shall be procured at commercially reasonable rates. Any relocation from the Practice's present Office location or expansion of the Practice's Office into an additional Office shall be done only after Business Manager has received Practice Consent, which shall not be unreasonably withheld. (b) In the event the Practice is the lessee of the an Office under a lease with an unrelated and nonaffiliated lessor, Business Manager may require the Practice to assign such lease to Business Manager upon receipt of consent from the lessor, and, in such event, Business Manager shall assume Practice's obligations thereunder from and after the date of such assignment. The Practice shall use its best efforts to assist in obtaining the lessor's consent to the assignment. Upon request, Practice shall execute any instruments and shall take any acts that Business Manager deems necessary to accomplish the assignment of the lease. Any expenses incurred in effectuating the assignment shall be an Office ExpenseExpenses. (c) Business Manager shall provide all nonmedical non-health care equipment, fixtures, office supplies, furniture and furnishings reasonably deemed necessary by Business Manager as are reasonable and approved in the Budget for the operation of the Office and for the provision of Medical Professional Eye Care Services. If the Practice wishes to choose additional equipment, which the Business Manager determines not to acquire or lease, the Practice may acquire or lease such equipment, and the expense related thereto shall be deemed a Shareholder Expense. (d) Business Manager shall provide provide, finance, or cause to be provided or financed health care related equipment as reasonably required by the Practice. The Practice shall have final authority in all health care equipment selections; provided, however, that if the Practice chooses to acquire health care equipment which is not in the Budget and which Business Manager reasonably chooses not to acquire, expenses related thereto shall be treated as a Shareholder Expense and such equipment shall be owned by the Practice; provided further that following such acquisition or lease by the Practice, if the Practice Advisory Council determines that after a period of six months of use such equipment is reasonably certain to result in material profit to Business Manager (including financing arrangements taking into account the cost or expense and anticipated revenues associated with respect such equipment), then Business Manager shall acquire such equipment from the Practice by either (at Business Manager's option), paying cash or by assuming the liability associated with such equipment, or if such equipment is then being leased by the Practice, by assuming such lease. In the event of such an acquisition by Business Manager, it shall reimburse the Practice for previous expenses applied thereto. Except for equipment which Business Manager elects not to acquire or lease which are acquired or leased by the Practice pursuant to Section 3.2(c) or (d), all necessary medical health care and non-health care equipment, other than Professional-owned automobiles, acquired for the use of the Practice shall be owned by Business Manager and the depreciation and related capital charge shall be an Office Expense. Business Manager may make recommendations to the Practice on the relationship between its health care equipment decisions and the overall administrative and financial operations of the practice. (e) Business Manager shall be responsible for all necessary the repair and maintenance of the Office as an Office ExpenseOffice, consistent with Business Manager's responsibilities under the terms of any lease or other use arrangement. Business Manager shall also be responsible , and for all necessary the prompt repair, maintenance maintenance, and replacement of all equipment relating to the Office, except for any other than such repairs, maintenance and replacement necessitated by the gross negligence or willful misconduct of the Practice, its Physicians Professionals or other personnel employed by the Practice, in which event any such the repair or replacement of which shall be a Practice Shareholder Expense and not an Office Expense. Replacement equipment shall be acquired where Business Manager in good faith determines that such replacement is necessary or where the Budget has made allowances for such replacement. (f) Any portion of the foregoing lease payments in excess of fair market value (as set forth in Exhibit 1.30) relating to leases of equipment or an Office shall be treated as a Shareholder Expense.

Office and Equipment. (a) Subject to Section 4.1(b) hereof), as necessary or and appropriate, and after taking into consideration the professional concerns of PracticeNew PA, Business Manager shall lease, acquire or otherwise procure an Office in a location or locations reasonably acceptable to Practice New PA and shall permit Practice New PA to use the Office. Any Office procured by Business Manager for the use by Practice New PA shall be procured at commercially reasonable rates. Any move from New PA's present practice location(s) shall be done only after Business Manager has received New PA's Consent. (b) In the event Practice New PA is the lessee of the Office under a lease with an unrelated and nonaffiliated lessor, Business Manager may require Practice New PA to assign such lease to Business Manager upon receipt of consent from the lessor, and, in such event, Business Manager shall assume Practice's obligations thereunder from and after the date of such assignment. Practice New PA shall use its best efforts to assist in obtaining the lessor's consent to the assignment. Upon request, Practice New PA shall execute any instruments and shall take any acts that Business Manager deems may deem necessary to accomplish the assignment of the lease. Any expenses incurred in effectuating the assignment shall be an Office ExpenseExpenses. (c) Business Manager shall provide all nonmedical equipment, fixtures, office supplies, furniture and furnishings deemed reasonably deemed necessary by Business Manager for the operation of the Office and reasonably necessary for the provision of Medical Services. (d) Business Manager shall provide provide, finance, or cause to be provided or financed medical related equipment as required by New PA. Subject to Practice (including financing arrangements with respect thereto) economic feasibility, New PA shall have final authority in all necessary medical equipment selections, and Business Manager shall have no authority in regard to medical equipment selection issues. Business Manager may, however, advise New PA on the relationship between its medical equipment decisions and the overall administrative and financial operations of the practice. All medical and nonmedical equipment, other than Physician-owned automobiles, acquired for the use of New PA shall be owned by Business Manager. (e) Business Manager shall be responsible for all necessary the care, custody, and control, including repair and maintenance of the Office as an Office ExpenseOffice, consistent with Business Manager's responsibilities under the terms of any lease or other use arrangement. Business Manager shall also be responsible , and for all necessary the repair, maintenance maintenance, and replacement of all equipment relating to the Office, except for any other than such repairs, maintenance and replacement necessitated by the negligence or willful misconduct of PracticeNew PA, its Physicians or other personnel employed by PracticeNew PA, in which event any such the repair or replacement of which shall be a Practice New PA Expense and not an Office Expense.