Common use of Office Facilities and Equipment Clause in Contracts

Office Facilities and Equipment. (a) Professional Business Manager shall procure for or on behalf of the Practice one or more Offices that are deemed by the Parties to be reasonable, necessary and appropriate, and the expense associated therewith shall be an Office Expense. Professional Business Manager shall consult with the Practice regarding the condition, use and needs of Office facilities, offices and improvements. The Practice shall pay when due all rents and expenses of the Office, including without limitation expenses for leasehold or facility improvements. Such rents and expenses shall be Office Expenses. (b) To the extent required to provide Office space to the Practice, Professional Business Manager shall negotiate and administer all leases of and agreements for Office facilities or locations on behalf of the Practice, provided, however, that Professional Business Manager shall consult with the Practice on all professional or clinical matters relating thereto and that the Practice, in its sole discretion, may reject or otherwise refuse to enter into any lease negotiated by Professional Business Manager. (c) Professional Business Manager shall provide all non-health care equipment, fixtures, office supplies, furniture and furnishings as are reasonable and approved in the Budget for the operation of the Office and the provision of Professional Eye Care Services. If the Practice wishes to choose additional equipment, which the Professional 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 Practice Expense. (d) Professional Business Manager shall 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 Professional Business Manager reasonably chooses not to acquire, expenses related thereto shall be treated as a Practice 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 after a period of six months of use such equipment is reasonably certain to result in material profit to Professional Business Manager (taking into account the cost or expense and anticipated revenues associated with such equipment), then Professional Business Manager shall acquire such equipment from the Practice by either (at Professional 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 Professional Business Manager, it shall reimburse the Practice for previous expenses applied thereto. Except for equipment which Professional Business Manager elects not to acquire or lease which are acquired or leased by the Practice pursuant to Section 3.2(a), (b), (c)) or (d), all health care and non-health care equipment, other than Professional-owned automobiles, acquired for the use of the Practice shall be owned by Professional Business Manager and the depreciation and related capital charge shall be Professional Business Manager Expense. Professional 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) Professional Business Manager shall be responsible for the repair and maintenance of the Office, consistent with the Practice’s responsibilities under the terms of any lease or other use arrangement, and for the prompt repair, maintenance, and replacement of all equipment other than such repairs, maintenance and replacement necessitated by the gross negligence or willful misconduct of the Practice, its Professionals or other personnel employed by the Practice, the repair or replacement of which shall be a Practice Expense and not an Office Expense. Replacement equipment shall be acquired where Professional Business Manager in good faith determines, in consultation with the Practice, that such replacement is necessary or where the Budget has made allowances for such replacement.

Office Facilities and Equipment. (a) Professional Business Manager shall procure procure, for or on behalf of the Practice, lease (or sublease agreements) for the Practice one or more Offices Locations that are deemed by the Parties to be reasonable, necessary and appropriate, and the expense associated therewith shall be an Office Expense. Professional Business Manager shall consult with the Practice regarding the condition, use and needs of Office facilities, offices and improvements. The Practice shall pay when due all rents and expenses of the Office, including without limitation expenses for leasehold or facility improvements. Such rents and expenses shall be Office Expenses. (b) To the extent required to provide Office space to the Practice, Professional Business Manager shall negotiate and administer all leases of and agreements for Office facilities or locations at the Practice Locations on behalf of the Practice, provided, however, that Professional Business Manager shall consult with the Practice on all professional or clinical matters relating thereto and that the Practice, in its sole discretion, may reject or otherwise refuse Practice shall consent to enter into any lease negotiated by Professional Business Manager, which consent shall not be unreasonably withheld. The Parties acknowledge that the initial rental payments for the Office space at the Practice Locations shall be as set forth on Exhibit A attached hereto. Notwithstanding any provision in this Agreement to the contrary, Professional Business Manager shall not have any duty or obligation to negotiate or enter into leases or subleases on behalf of the Practice with respect to Office facilities that will have terms in excess of the then current term of this Agreement and the Practice acknowledges that such leases or subleases will be coterminous with this Agreement. (c) Professional Business Manager shall provide all non-health care equipment, fixtures, office supplies, furniture and furnishings as are reasonable and approved in the Budget for the operation of the Office and the provision of Professional Eye Care ServicesServices at the Practice Locations. The expense of such equipment shall be a Professional Business Manager Expense. If the Practice wishes to choose additional equipment, which the Professional 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 Practice Expense. (d) Professional Business Manager shall provide, finance, or cause to be provided or financed provide health care related equipment as reasonably required by the PracticePractice with respect to the Practice Locations. The Practice shall have final authority in all health care equipment selections; provided, however, that if the Practice chooses to acquire health care equipment for the Practice Locations which is not in the Budget and which Professional Business Manager reasonably chooses not to acquire, expenses related thereto shall be treated as a Practice 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 after a period of six months of use such equipment is reasonably certain to result in material profit to Professional Business Manager (taking into account the cost or expense and anticipated revenues associated with such equipment), ) then Professional Business Manager shall acquire such equipment from the Practice by either (at Professional 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 Professional Business Manager, it shall reimburse the Practice for previous expenses applied thereto. Except for equipment which Professional Business Manager elects not to acquire or lease which are is acquired or leased by the Practice pursuant to Section 3.2(a), (b), (c)3.2(c) or (d), all health care and non-health care equipment, other than Professional-owned automobiles, acquired for the use of the Practice at the Practice Locations shall be owned by Professional Business Manager and the depreciation and related capital charge shall be a Professional Business Manager Expense. Professional 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 PracticePractice at the Practice Locations. (e) Professional Business Manager shall be responsible for the repair and maintenance of the Office, consistent with the Practice’s responsibilities under the terms of any lease or other use arrangement, and for the prompt repair, maintenance, and replacement of all equipment other than such repairs, maintenance and replacement necessitated by the gross negligence or willful misconduct of the Practice, its Professionals or other personnel employed by the Practice, the repair or replacement of which shall be a Practice Expense and not an Office Expense. Replacement equipment shall be acquired where Professional Business Manager in good faith determines, in consultation with the Practice, that such replacement is necessary or where the Budget has made allowances for such replacementreplacement subject to determination by Practice Advisory Council in the case of disagreement.

Office Facilities and Equipment. (a) Professional Business Manager shall procure procure, for or on behalf of the Practice, lease (or sublease agreements) for the Practice one or more Offices Locations that are deemed by the Parties to be reasonable, necessary and appropriate, and the expense associated therewith shall be an Office Expense. Professional Business Manager shall consult with the Practice regarding the condition, use and needs of Office facilities, offices and improvements. The Practice shall pay when due all rents and expenses of the Office, including without limitation expenses for leasehold or facility improvements. Such rents and expenses shall be Office Expenses. (b) To the extent required to provide Office space to the Practice, Professional Business Manager shall negotiate and administer all leases of and agreements for Office facilities or locations at the Practice Locations on behalf of the Practice, provided, however, that Professional Business Manager shall consult with the Practice on all professional or clinical matters relating thereto and that the Practice, in its sole discretion, may reject or otherwise refuse Practice shall consent to enter into any lease negotiated by Professional Business Manager, which consent shall not be unreasonably withheld. The Parties acknowledge that the initial rental payments for the Office space at the Practice Locations shall be as set forth on Exhibit A attached hereto. Notwithstanding any provision in this Agreement to the contrary, Professional Business Manager shall not have any duty or obligation to negotiate or enter into leases or subleases on behalf of the Practice with respect to Office facilities that will have terms in excess of the then current term of this Agreement and the Practice acknowledges that such leases or subleases will be coterminous with this Agreement. (c) Professional Business Manager shall provide all non-health care equipment, fixtures, office supplies, furniture and furnishings as are reasonable and approved in the Budget for the operation of the Office and the provision of Professional Eye Care ServicesServices at the Practice Locations. The expense of such equipment shall be a Professional Business Manager Expense. If the Practice wishes to choose additional equipment, which the Professional 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 Practice Expense. (d) Professional Business Manager shall provide, finance, or cause to be provided or financed provide health care related equipment as reasonably required by the PracticePractice with respect to the Practice Locations. The Practice shall have final authority in all health care equipment selections; provided, however, that if the Practice chooses to acquire health care equipment for the Practice Locations which is not in the Budget and which Professional Business Manager reasonably chooses not to acquire, expenses related thereto shall be treated as a Practice 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 after a period of six months of use such equipment is reasonably certain to result in material profit to Professional Business Manager (taking into account the cost or expense and anticipated revenues associated with such equipment), ) then Professional Business Manager shall acquire such equipment from the Practice by either (at Professional Business Manager’s '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 Professional Business Manager, it shall reimburse the Practice for previous expenses applied thereto. Except for equipment which Professional Business Manager elects not to acquire or lease which are is acquired or leased by the Practice pursuant to Section 3.2(a), (b), (c)3.2(c) or (d), all health care and non-health care equipment, other than Professional-owned automobiles, acquired for the use of the Practice at the Practice Locations shall be owned by Professional Business Manager and the depreciation and related capital charge shall be a Professional Business Manager Expense. Professional 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 PracticePractice at the Practice Locations. (e) Professional Business Manager shall be responsible for the repair and maintenance of the Office, consistent with the Practice’s 's responsibilities under the terms of any lease or other use arrangement, and for the prompt repair, maintenance, and replacement of all equipment other than such repairs, maintenance and replacement necessitated by the gross negligence or willful misconduct of the Practice, its Professionals or other personnel employed by the Practice, the repair or replacement of which shall be a Practice Expense and not an Office Expense. Replacement equipment shall be acquired where Professional Business Manager in good faith determines, in consultation with the Practice, that such replacement is necessary or where the Budget has made allowances for such replacementreplacement subject to determination by Practice Advisory Council in the case of disagreement.

Office Facilities and Equipment. (a) Professional Business Manager shall procure for or on behalf of the Practice one or more Offices that are deemed by the Parties to be reasonable, necessary and appropriate, and the expense associated therewith shall be an Office Expense. Professional Business Manager shall consult with the Practice regarding the condition, use and needs of Office facilities, offices and improvements. The Practice shall pay when due all rents and expenses of the Office, including without limitation expenses for leasehold or facility improvements. Such rents and expenses shall be Office Expenses. (b) To the extent required to provide Office space to the Practice, Professional Business Manager shall negotiate and administer all leases of and agreements for Office facilities or locations on behalf of the Practice, provided, however, that Professional Business Manager shall consult with the Practice on all professional or clinical matters relating thereto and that the Practice, in its sole discretion, may reject or otherwise refuse Practice shall consent to enter into any lease negotiated by Professional Business Manager, which consent shall not be unreasonably withheld. (c) Professional Business Manager shall provide all non-health care equipment, fixtures, office supplies, furniture and furnishings as are reasonable and approved in the Budget for the operation of the Office and the provision of Professional Eye Care Services. If the Practice wishes to choose additional equipment, which the Professional 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 Practice Expense. (d) Professional Business Manager shall 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 Professional Business Manager reasonably chooses not to acquire, expenses related thereto shall be treated as a Practice 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 after a period of six months of use such equipment is reasonably certain to result in material profit to Professional Business Manager (taking into account the cost or expense and anticipated revenues associated with such equipment), then Professional Business Manager shall acquire such equipment from the Practice by either (at Professional 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 Professional Business Manager, it shall reimburse the Practice for previous expenses applied thereto. Except for equipment which Professional Business Manager elects not to acquire or lease which are acquired or leased by the Practice pursuant to Section 3.2(a), (b), (c)3.2(c) or (d), all health care and non-health care equipment, other than Professional-owned automobiles, acquired for the use of the Practice shall be owned by Professional Business Manager and the depreciation and related capital charge shall be Professional Business Manager Expense. Professional 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) Professional Business Manager shall be responsible for the repair and maintenance of the Office, consistent with the Practice’s responsibilities under the terms of any lease or other use arrangement, and for the prompt repair, maintenance, and replacement of all equipment other than such repairs, maintenance and replacement necessitated by the gross negligence or willful misconduct of the Practice, its Professionals or other personnel employed by the Practice, the repair or replacement of which shall be a Practice Expense and not an Office Expense. Replacement equipment shall be acquired where Professional Business Manager in good faith determines, in consultation with the Practice, that such replacement is necessary or where the Budget has made allowances for such replacement.

Office Facilities and Equipment. (a) Professional Business Manager shall procure for or on behalf of the Practice one or more Offices that are deemed by the Parties to be reasonable, necessary and appropriate, and the expense associated therewith shall be an Office Expense. Professional Business Manager shall consult with the Practice regarding the condition, use and needs of Office facilities, offices and improvements. The Practice shall pay when due all rents and expenses of the Office, including without limitation expenses for leasehold or facility improvements. Such rents and expenses shall be Office Expenses. (b) To the extent required to provide Office space to the Practice, Professional Business Manager shall negotiate and administer all leases of and agreements for Office facilities or locations on behalf of the Practice, provided, however, that Professional Business Manager shall consult with the Practice on all professional or clinical matters relating thereto and that the Practice, in its sole discretion, may reject or otherwise refuse to enter into any lease negotiated by Professional Business Manager. (c) Professional Business Manager shall provide all nonNon-health care equipmentHealth Care Equipment, fixtures, office supplies, furniture and furnishings as are is reasonable and approved in the Budget for the operation of the Office and the provision of Professional Eye Care ServicesOffice. If the Practice wishes to choose additional equipment, Non-Health Care Equipment which the Professional 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 Practice Expense. Except for Non-Health Care Equipment which Professional Business Manager elects not to acquire pursuant to this Section 3.2(c), Professional Business Manager shall own and/or possess all Non-Health Care Equipment. (d) Professional Business Manager shall provideassist the practice in leasing, financepurchasing, or cause to be provided or financed obtain financing for, and otherwise procure health care related equipment as reasonably required by the Practice and all such equipment shall be owned and/or possessed 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 related equipment which is not in the Budget and which Professional Business Manager reasonably chooses not to acquireBudget, expenses related thereto shall be treated as a Practice 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 after a period of six months of use such equipment is reasonably certain to result in material profit to Professional Business Manager (taking into account the cost or expense and anticipated revenues associated with such equipment), then Professional Business Manager shall acquire such equipment from the Practice by either (at Professional 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 Professional Business Manager, it shall reimburse the Practice for previous expenses applied thereto. Except for equipment which Professional Business Manager elects not to acquire or lease which are acquired or leased by the Practice pursuant to Section 3.2(a), (b), (c)) or (d), all health care and non-health care equipment, other than Professional-owned automobiles, acquired for the use of the Practice shall be owned by Professional Business Manager and the depreciation and related capital charge shall be Professional Business Manager Expense. Professional 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) Professional Business Manager shall be responsible for the repair and maintenance of the Office, consistent with the Practice’s 's responsibilities under the terms of any lease or other use arrangement, and for the prompt repair, maintenance, and replacement of all equipment other than such repairs, maintenance and replacement necessitated by the gross negligence or willful misconduct of the Practice, its Professionals or other personnel employed by the Practice, the repair or replacement of which shall be a Practice Expense and not an Office Expense. Replacement equipment shall be acquired where Professional Business Manager and the Practice determine in good faith determines, in consultation with the Practice, that such replacement is necessary or where the Budget has made allowances for such replacement.

Office Facilities and Equipment. (a) Professional Business Manager shall procure procure, for or on behalf of the Practice, lease (or sublease agreements) for the EyeMasters Practice one or more Offices Locations that are deemed by the Parties to be reasonable, necessary and appropriate, and the expense associated therewith shall be an Office Expense. Professional Business Manager shall consult with the Practice regarding the condition, use and needs of Office facilities, offices and improvements. The Practice shall pay when due all rents and expenses of the Office, including without limitation expenses for leasehold or facility improvements. Such rents and expenses shall be Office Expenses. (b) To the extent required to provide Office space to the Practice, Professional Business Manager shall negotiate and administer all leases of and agreements for Office facilities or locations at the EyeMasters Practice Locations on behalf of the Practice, provided, however, that Professional Business Manager shall consult with the Practice on all professional or clinical matters relating thereto and that the Practice, in its sole discretion, may reject or otherwise refuse Practice shall consent to enter into any lease negotiated by Professional Business Manager, which consent shall not be unreasonably withheld. The Parties acknowledge that the initial rental payments for the Office space at the EyeMasters Practice Locations shall be as set forth on Exhibit A attached hereto. Notwithstanding any provision in this Agreement to the contrary, Professional Business Manager shall not have any duty or obligation to negotiate or enter into leases or subleases on behalf of the Practice with respect to Office facilities that will have terms in excess of the then current term of this Agreement and the Practice acknowledges that such leases or subleases will be coterminous with this Agreement. (c) Professional Business Manager shall provide all non-health care equipment, fixtures, office supplies, furniture and furnishings as are reasonable and approved in the Budget for the operation of the Office and the provision of Professional Eye Care ServicesServices at the EyeMasters Practice Locations. If the Practice wishes to choose additional equipment, which the Professional 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 Practice Expense. (d) Professional Business Manager shall provide, finance, or cause to be provided or financed health care related equipment as reasonably required by the PracticePractice with respect to the EyeMasters Practice Locations. The Practice shall have final authority in all health care equipment selections; provided, however, that if the Practice chooses to acquire health care equipment for the EyeMasters Practice Locations which is not in the Budget and which Professional Business Manager reasonably chooses not to acquire, expenses related thereto shall be treated as a Practice 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 after a period of six months of use such equipment is reasonably certain to result in material profit to Professional Business Manager (taking into account the cost or expense and anticipated revenues associated with such equipment), ) then Professional Business Manager shall acquire such equipment from the Practice by either (at Professional Business Manager’s '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 Professional Business Manager, it shall reimburse the Practice for previous expenses applied thereto. Notwithstanding any provision in this Agreement to the contrary, the Practice acknowledges and agrees that the health care related equipment currently at the EyeMasters Practice Locations and provided under the Terminated Business Management Agreement is sufficient and satisfactory for the operation of the EyeMasters Practice Locations. Except for equipment which Professional Business Manager elects not to acquire or lease which are is acquired or leased by the Practice pursuant to Section 3.2(a), (b), (c)3.2(c) or (d), all health care and non-health care equipment, other than Professional-owned automobiles, acquired for the use of the Practice at the EyeMasters Practice Locations shall be owned by Professional Business Manager and the depreciation and related capital charge shall be a Professional Business Manager Expense. Professional 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 PracticePractice at the EyeMasters Practice Locations. (e) Professional Business Manager shall be responsible for the repair and maintenance of the Office, consistent with the Practice’s 's responsibilities under the terms of any lease or other use arrangement, and for the prompt repair, maintenance, and replacement of all equipment other than such repairs, maintenance and replacement necessitated by the gross negligence or willful misconduct of the Practice, its Professionals or other personnel employed by the Practice, the repair or replacement of which shall be a Practice Expense and not an Office Expense. Replacement equipment shall be acquired where Professional Business Manager in good faith determines, in consultation with the Practice, that such replacement is necessary or where the Budget has made allowances for such replacement.

Office Facilities and Equipment. (a) Professional Business Manager shall procure for or on behalf of the Practice one or more Offices that are deemed by the Parties to be reasonable, necessary and appropriate, and the expense associated therewith shall be an Office Expense. Professional Business Manager shall consult with the Practice regarding the condition, use and needs of Office facilities, offices and improvements. The Practice shall pay when due all rents and expenses of the Office, including without limitation expenses for leasehold or facility improvements. Such rents and expenses shall be Office Expenses. (b) To the extent required to provide Office space to the Practice, Professional Business Manager shall negotiate and administer all leases of and agreements for Office facilities or locations on behalf of the Practice, provided, however, that Professional Business Manager shall consult with the Practice on all professional or clinical matters relating thereto and that the Practice, in its sole discretion, may reject or otherwise refuse Practice shall consent to enter into any lease negotiated by Professional Business Manager, which consent shall not be unreasonably withheld. (c) Professional Business Manager shall provide all non-health care equipment, fixtures, office supplies, furniture and furnishings as are reasonable and approved in the Budget for the operation of the Office and the provision of Professional Eye Care Services. If the Practice wishes to choose additional equipment, which the Professional 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 Practice Expense. (d) Professional Business Manager shall 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 Professional Business Manager reasonably chooses not to acquire, expenses related thereto shall be treated as a Practice 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 after a period of six months of use such equipment is reasonably certain to result in material profit to Professional Business Manager (taking into account the cost or expense and anticipated revenues associated with such equipment), then Professional Business Manager shall acquire such equipment from the Practice by either (at Professional Business Manager’s '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 Professional Business Manager, it shall reimburse the Practice for previous expenses applied thereto. Except for equipment which Professional Business Manager elects not to acquire or lease which are acquired or leased by the Practice pursuant to Section 3.2(a), (b), (c)3.2(c) or (d), all health care and non-health care equipment, other than Professional-owned automobiles, acquired for the use of the Practice shall be owned by Professional Business Manager and the depreciation and related capital charge shall be Professional Business Manager Expense. Professional 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) Professional Business Manager shall be responsible for the repair and maintenance of the Office, consistent with the Practice’s 's responsibilities under the terms of any lease or other use arrangement, and for the prompt repair, maintenance, and replacement of all equipment other than such repairs, maintenance and replacement necessitated by the gross negligence or willful misconduct of the Practice, its Professionals or other personnel employed by the Practice, the repair or replacement of which shall be a Practice Expense and not an Office Expense. Replacement equipment shall be acquired where Professional Business Manager in good faith determines, in consultation with the Practice, that such replacement is necessary or where the Budget has made allowances for such replacement.

Office Facilities and Equipment. (a) Professional Business Manager shall procure for or on behalf of the Practice one or more Offices that are deemed by the Parties to be reasonable, necessary and appropriate, and the expense associated therewith shall be an Office Expense. Professional Business Manager shall consult with the Practice regarding the condition, use and needs of Office facilities, offices and improvements. The Practice shall pay when due all rents and expenses of the Office, including without limitation expenses for leasehold or facility improvements. Such rents and expenses shall be Office Expenses. (b) To the extent required to provide Office space to the Practice, Professional Business Manager shall negotiate and administer all leases of and agreements for Office facilities or locations on behalf of the Practice, provided, however, that Professional Business Manager shall consult with the Practice on all professional or clinical matters relating thereto and that the Practice, in its sole discretion, may reject or otherwise refuse to enter into any lease negotiated by Professional Business Manager. (c) Professional Business Manager shall provide all non-health care equipment, fixtures, office supplies, furniture and furnishings as are reasonable and approved in the Budget for the operation of the Office and the provision of Professional Eye Care Services. If the Practice wishes to choose additional equipment, which the Professional 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 Practice Expense. (d) Professional Business Manager shall 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 Professional Business Manager reasonably chooses not to acquire, expenses related thereto shall be treated as a Practice 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 after a period of six months of use such equipment is reasonably certain to result in material profit to Professional Business Manager (taking into account the cost or expense and anticipated revenues associated with such equipment), then Professional Business Manager shall acquire such equipment from the Practice by either (at Professional Business Manager’s '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 Professional Business Manager, it shall reimburse the Practice for previous expenses applied thereto. Except for equipment which Professional Business Manager elects not to acquire or lease which are acquired or leased by the Practice pursuant to Section 3.2(a), (b), (c)) or (d), all health care and non-health care equipment, other than Professional-owned automobiles, acquired for the use of the Practice shall be owned by Professional Business Manager and the depreciation and related capital charge shall be Professional Business Manager Expense. Professional 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) Professional Business Manager shall be responsible for the repair and maintenance of the Office, consistent with the Practice’s 's responsibilities under the terms of any lease or other use arrangement, and for the prompt repair, maintenance, and replacement of all equipment other than such repairs, maintenance and replacement necessitated by the gross negligence or willful misconduct of the Practice, its Professionals or other personnel employed by the Practice, the repair or replacement of which shall be a Practice Expense and not an Office Expense. Replacement equipment shall be acquired where Professional Business Manager in good faith determines, in consultation with the Practice, that such replacement is necessary or where the Budget has made allowances for such replacement.

Office Facilities and Equipment. (a) Professional Business Manager shall procure procure, for or on behalf of the Practice, leases (or sublease agreements) for the EyeMasters Practice one or more Offices Locations that are deemed by the Parties to be reasonable, necessary and appropriate, and the expense associated therewith shall be an Office Expense. Each such lease or sublease agreement shall be between the Professional Business Manager, or its affiliate, as landlord, and the Practice, as tenant. Professional Business Manager shall consult with the Practice regarding the condition, use and needs of Office facilities, offices and improvements. The Practice shall pay when due all rents and expenses of the Office, including without limitation expenses for leasehold or facility improvements. Such rents and expenses shall be Office Expenses. (b) To the extent required to provide Office space to the Practice, Professional Business Manager shall negotiate and administer all leases of and agreements for Office facilities or locations at the EyeMasters Practice Locations on behalf of the Practice, ; provided, however, that Professional Business Manager shall consult with the Practice on all professional or clinical matters relating thereto and that the Practice, in its sole discretion, may reject or otherwise refuse Practice shall consent to enter into any lease negotiated by Professional Business Manager, which consent shall not be unreasonably withheld. The Parties acknowledge that the initial rental payments for the Office space at the EyeMasters Practice Locations shall be as set forth on Exhibit A attached hereto. Notwithstanding any provision in this Agreement to the contrary, Professional Business Manager shall not have any duty or obligation to negotiate or enter into leases or subleases on behalf of the Practice with respect to Office facilities that will have terms in excess of the then current term of this Agreement and the Practice acknowledges that such leases or subleases will be coterminous with this Agreement. (c) Professional Business Manager shall provide all non-health care equipment, fixtures, office supplies, furniture and furnishings as are reasonable and approved in the Budget for the operation of the Office and the provision of Professional Eye Care ServicesServices at the Practice Locations. If the Practice wishes to choose additional equipment, which the Professional 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 Practice Expense. A list of all non-healthcare equipment furnished by Professional Business Manager pursuant to this Section 3.2(c) and healthcare equipment furnished by Professional Business Manager pursuant to Section 3.2(d) for each Practice Location is set forth on Exhibit 3.2(c) attached hereto. (d) Professional Business Manager shall provide, finance, or cause to be provided or financed health care related equipment as reasonably required by the PracticePractice with respect to the EyeMasters Practice Locations. The Practice shall have final authority in all health care equipment selections; provided, however, that if the Practice chooses to acquire health care equipment for the EyeMasters Practice Locations which is not in the Budget and which Professional Business Manager reasonably chooses not to acquire, expenses related thereto shall be treated as a Practice 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 after a period of six months of use such equipment is reasonably certain to result in material profit to Professional Business Manager (taking into account the cost or expense and anticipated revenues associated with such equipment), ) then Professional Business Manager shall acquire such equipment from the Practice by either (at Professional 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 leaselease and thereafter providing such equipment to the Practice under the terms of this Section 3.2(d). In the event of such an acquisition by Professional Business Manager, it shall reimburse the Practice for previous expenses applied thereto. Notwithstanding any provision in this Agreement to the contrary, the Practice acknowledges and agrees that the health care related equipment currently at the EyeMasters Practice Locations is sufficient and satisfactory for the operation of the EyeMasters Practice Locations. Except for equipment which Professional Business Manager elects not to acquire or lease which are is acquired or leased by the Practice pursuant to Section 3.2(a), (b), (c)3.2(c) or (d), all health care and non-health care equipment, other than Professional-owned automobiles, acquired for the use of the Practice at the EyeMasters Practice Locations shall be owned by Professional Business Manager and the depreciation and related capital charge shall be a Professional Business Manager Expense. Professional 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 PracticePractice at the EyeMasters Practice Locations. (e) Professional Business Manager shall be responsible for the repair and maintenance of the Office, consistent with the Practice’s responsibilities under the terms of any lease or other use arrangement, and for the prompt repair, maintenance, and replacement of all equipment other than such repairs, maintenance and replacement necessitated by the gross negligence or willful misconduct of the Practice, its Professionals or other personnel employed by the Practice, the repair or replacement of which shall be a Practice Expense and not an Office Expense. Replacement equipment shall be acquired where Professional Business Manager in good faith determines, in consultation with the Practice, that such replacement is necessary or where the Budget has made allowances for such replacement.

Office Facilities and Equipment. (a) Professional Business Manager shall procure procure, for or on behalf of the Practice, leases (or sublease agreements) for the Practice one or more Offices Locations that are deemed by the Parties to be reasonable, necessary and appropriate, and the expense associated therewith shall be an Office Expense. Professional Business Manager shall consult with the Practice regarding the condition, use and needs of Office facilities, offices and improvements. The Practice shall pay when due all rents and expenses of the Office, including without limitation expenses for leasehold or facility improvements. Such rents and expenses shall be Office Expenses. (b) To the extent required to provide Office space to the Practice, Professional Business Manager shall negotiate and administer all leases of and agreements for Office facilities or locations at the Practice Locations on behalf of the Practice, ; provided, however, that Professional Business Manager shall consult with the Practice on all professional or clinical matters relating thereto and that the Practice, in its sole discretion, may reject or otherwise refuse Practice shall consent to enter into any lease negotiated by Professional Business Manager, which consent shall not be unreasonably withheld. The Parties acknowledge that the initial rental payments for the Office space at the Practice Locations shall be as set forth on EXHIBIT A attached hereto. Notwithstanding any provision in this Agreement to the contrary, Professional Business Manager shall not have any duty or obligation to negotiate or enter into leases or subleases on behalf of the Practice with respect to Office facilities that will have terms in excess of the then current term of this Agreement and the Practice acknowledges that such leases or subleases will be coterminous with this Agreement. (c) Professional Business Manager shall provide all non-health care equipment, fixtures, office supplies, furniture and furnishings as are reasonable and approved in the Budget for the operation of the Office and the provision of Professional Eye Care ServicesServices at the Practice Locations. The expense of such equipment shall be a Professional Business Manager Expense. If the Practice wishes to choose additional equipment, which the Professional 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 Practice Expense. (d) Professional Business Manager shall provide, finance, or cause to be provided or financed provide health care related equipment as reasonably required by the PracticePractice with respect to the Practice Locations. The Practice shall have final authority in all health care equipment selections; provided, however, that if the Practice chooses to acquire health care equipment for the Practice Locations which is not in the Budget and which Professional Business Manager reasonably chooses not to acquire, expenses related thereto shall be treated as a Practice 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 after a period of six months of use such equipment is reasonably certain to result in material profit to Professional Business Manager (taking into account the cost or expense and anticipated revenues associated with such equipment), ) then Professional Business Manager shall acquire such equipment from the Practice by either (at Professional Business Manager’s '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 Professional Business Manager, it shall reimburse the Practice for previous expenses applied thereto. Except for equipment which Professional Business Manager elects not to acquire or lease which are that is acquired or leased by the Practice pursuant to Section 3.2(a), (b), (c)SECTION 3.2(C) or (dD), all health care and non-health care equipment, other than Professional-owned automobiles, acquired for the use of the Practice at the Practice Locations shall be owned by Professional Business Manager and the depreciation and related capital charge shall be a Professional Business Manager Expense. Professional 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 PracticePractice at the Practice Locations. (e) Professional Business Manager shall be responsible for the repair and maintenance of the Office, consistent with the Practice’s 's responsibilities under the terms of any lease or other use arrangement, and for the prompt repair, maintenance, and replacement of all equipment other than such repairs, maintenance and replacement necessitated by the gross negligence or willful misconduct of the Practice, its Professionals or other personnel employed by the Practice, the repair or replacement of which shall be a Practice Expense and not an Office Expense. Replacement equipment shall be acquired where Professional Business Manager in good faith determines, in consultation with the Practice, that such replacement is necessary or where the Budget has made allowances for such replacement.

Office Facilities and Equipment. (a) Professional Business Manager shall procure procure, for or on behalf of the Practice Practice, one or more Offices for EyeMasters Practice Locations that are deemed by the Parties to be reasonable, necessary and appropriate, and the expense associated therewith shall be an Office Expense. Professional Business Manager shall consult with the Practice regarding the condition, use and needs of Office facilities, offices and improvements. The Practice shall pay when due all rents and expenses of the Office, including without limitation expenses for leasehold or facility improvements. Such rents and expenses shall be Office Expenses. (b) To the extent required to provide Office space to the Practice, Professional Business Manager shall negotiate and administer all leases of and agreements for Office facilities or locations at the EyeMasters Practice Locations on behalf of the Practice, provided, however, that Professional Business Manager shall consult with the Practice on all professional or clinical matters relating thereto and that the Practice, in its sole discretion, may reject or otherwise refuse Practice shall consent to enter into any lease negotiated by Professional Business Manager, which consent shall not be unreasonably withheld. (c) Professional Business Manager shall provide all non-health care equipment, fixtures, office supplies, furniture and furnishings as are reasonable and approved in the Budget for the operation of the Office and the provision of Professional Eye Care ServicesServices at the EyeMasters Practice Locations. If the Practice wishes to choose additional equipment, which the Professional 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 Practice Expense. (d) Professional Business Manager shall provide, finance, or cause to be provided or financed health care related equipment as reasonably required by the PracticePractice with respect to the EyeMasters Practice Locations. The Practice shall have final authority in all health care equipment selections; provided, however, that if the Practice chooses to acquire health care equipment for the EyeMasters Practice Locations which is not in the Budget and which Professional Business Manager reasonably chooses not to acquire, expenses related thereto shall be treated as a Practice 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 after a period of six months of use such equipment is reasonably certain to result in material profit to Professional Business Manager (taking into account the cost or expense and anticipated revenues associated with such equipment), ) then Professional Business Manager shall acquire such equipment from the Practice by either (at Professional Business Manager’s '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 Professional Business Manager, it shall reimburse the Practice for previous expenses applied thereto. Except for equipment which Professional Business Manager elects not to acquire or lease which are is acquired or leased by the Practice pursuant to Section 3.2(a), (b), (c)3.2(c) or (d), all health care and non-health care equipment, other than Professional-owned automobiles, acquired for the use of the Practice at the EyeMasters Practice Locations shall be owned by Professional Business Manager and the depreciation and related capital charge shall be a Professional Business Manager Expense. Professional 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 PracticePractice at the EyeMasters Practice Locations. (e) Professional Business Manager shall be responsible for the repair and maintenance of the Office, consistent with the Practice’s 's responsibilities under the terms of any lease or other use arrangement, and for the prompt repair, maintenance, and replacement of all equipment other than such repairs, maintenance and replacement necessitated by the gross negligence or willful misconduct of the Practice, its Professionals or other personnel employed by the Practice, the repair or replacement of which shall be a Practice Expense and not an Office Expense. Replacement equipment shall be acquired where Professional Business Manager in good faith determines, in consultation with the Practice, that such replacement is necessary or where the Budget has made allowances for such replacement.