Common use of Organization and Operation Clause in Contracts

Organization and Operation. The Practice, as a continuing condition of Business Manager's obligations under this Business Management Agreement, shall at all times during the Term be and remain legally organized and operated to provide Professional Eye Care Services in a manner consistent with all State, federal and local laws. The Practice shall operate and maintain within the Practice Territory a full-time practice of ophthalmology specializing in the provision of Professional Eye Care Services and shall maintain and enforce employment agreements in the form of Exhibit 4.1A with the Shareholders of the Practice specified in Exhibit 4.1B; provided, however, that after the expiration of such employment agreements, and in the event that such Shareholders continue a relationship with the Practice thereafter, the Practice shall maintain and enforce employment agreements with such Shareholders and all future Shareholders in the form of Exhibit 4.1C. Shareholders agree and the Practice shall take steps to obtain the executed employment agreements in the form of Exhibit 4.1C from such Shareholders after the five (5) year period and all future Shareholders during the entire term of this Agreement if the Shareholder elects to continue his relationship. After five (5) years from the effective date of this Agreement, or earlier in the event of death or permanent disability, a Shareholder may choose a successor to replace him as a Shareholder. A Shareholder who wishes to have a successor replace him as a Shareholder must first demonstrate to and obtain consent from Business Manager that the successor is licensed to practice ophthalmology in the 1. All expenses and costs in enforcing the foregoing covenants not to compete shall be deemed to be Office Expenses. The Practice shall take steps to have all future Shareholders execute any reasonable documentation as required by Business Manager in connection with this Section.

Organization and Operation. The Practice, as a continuing condition of Business Manager's obligations under this Business Management Agreement, shall at all times during the Term be and remain legally organized and operated to provide Professional Eye Care Services in a manner consistent with all State, federal and local laws. The Practice shall operate and maintain within the Practice Territory a full-time practice of ophthalmology specializing in the provision of Professional Eye Care Services and shall maintain and enforce employment agreements in the form of Exhibit 4.1A with the Shareholders of the Practice specified in Exhibit 4.1B; provided, however, that after the expiration of such employment agreements, and in the event that such Shareholders continue a relationship with the Practice thereafter, the Practice shall maintain and enforce employment agreements with such Shareholders and all future Shareholders in the form of Exhibit 4.1C. Shareholders agree and the Practice shall take steps to obtain the executed employment agreements in the form of Exhibit 4.1C from such Shareholders after the five (5) year period and all future Shareholders during the entire term of this Agreement if the Shareholder elects to continue his relationship. After five (5) years from the effective date of this Agreement, or earlier in the event of death or permanent disability, a Shareholder may choose a successor to replace him as a Shareholder. A Shareholder who wishes to have a successor replace him as a Shareholder must first demonstrate to and obtain consent from Business Manager that the successor is licensed to practice ophthalmology in the 1the State, and is competent and capable to assume ownership of the Practice. All expenses and costs Business Manager Consent shall not be unreasonably withheld with respect to such replacement. In the event of disability, death or planned retirement after five years, Vision 21 will make a good faith effort in enforcing assisting the foregoing covenants not Practice in locating a possible successor. It is understood however that Vision 21 has no ultimate responsibility to compete find the ultimate successor, which shall be deemed to be Office Expenses. The Practice shall take steps to have all future Shareholders execute any reasonable documentation as required by Business Manager in connection with this Section.the sole