Common use of Shareholder Expense Clause in Contracts

Shareholder Expense. The term "Shareholder Expense" shall be -------------------- limited to the following expenses: (a) Shareholders' salaries, benefits, payroll taxes, and other direct costs as provided in the President's Employment Agreement (including professional dues, subscriptions, continuing education expenses, severance payments, and reasonable entertainment expenses and reasonable travel costs for continuing education or other reasonable business travel but excluding business travel requested by Professional Business Manager, which shall be an Office Expense, and excluding any other expense of a Shareholder approved as an Office Expense in advance by the Parties); (b) "tail" coverage malpractice insurance expenses for the Shareholders and any malpractice insurance expenses of any Professional which are in excess of those which are customary and reasonable; and (c) consulting, accounting, or legal fees which relate solely to the Shareholders or relate to any dispute with the Professional Business Manager. In addition to the foregoing, "Shareholder Expenses" shall include any non-operating expenses of the Practice, any extraordinary or unusual expenses of the Practice, any unreasonable continuing education expenses, entertainment expenses or travel costs and any costs or expenses with respect to requests by the Practice that are not approved by the Professional Business Manager (e.g., costs of additional Non-Professional personnel at the locations, costs of marketing or advertising in excess of advertising proposed by the Professional Business Manager). In determining whether to approve such excess expenditures requested by the Practice, the Professional Business Manager shall use its judgment based upon its experience in other professional management relationships. The Practice shall reimburse the Professional Business Manager for any Shareholder Expense incurred by the Professional Business Manager. Unless expressly designated as a Management Fee, a Professional Business Manager Expense, an Office Expense, or a Practice Expense in this Agreement or in any exhibit hereto or in any written agreement of the Parties, any expense incurred by the Practice shall be considered a Shareholder Expense. Notwithstanding the above, the Practice may require certain Professionals to pay certain expenses incurred for them specifically. Nothing in this Section shall create personal liability on the part of the Practice's Shareholders.

Shareholder Expense. The term "Shareholder Expense" shall be -------------------- limited to the following expenses, as such expenses are more specifically described in Exhibit 1.18: (a) Shareholders' salaries, benefits, payroll taxes, and other direct costs as provided in the President's Employment Agreement (including professional dues, subscriptions, continuing education expenses, severance payments, entertainment, and reasonable entertainment expenses and reasonable travel costs for continuing education or other reasonable business travel but excluding business travel requested by Professional Business Manager, which shall be an Office Expense, and excluding any other expense of a Shareholder approved as an Office Expense in advance by the Parties); (b) those portions of leasehold obligations of the Business Manager which are deemed in excess of fair market value as set forth in Exhibit 1.31; (c) to the extent not covered by insurance and subject to the advance provisions contained herein, the defense costs of any litigation brought against the Practice or the Professionals by any third party and any liability judgment assessed against the Practice or the Professionals; (d) certain equipment expenses described in Section 3.2(d); (e) interest on any funds advanced to the Practice by Business Manager to the extent that Business Manager is a net lender in accordance with the terms of this Agreement; (f) "tail" coverage malpractice insurance expenses for the Shareholders and any malpractice insurance expenses of any Professional which are in excess of those which are customary and reasonable; (g) any income taxes or franchise tax of the Practice; and (ch) consulting, accounting, or legal fees which relate solely to the Shareholders or relate to any dispute with the Professional Business Manager. In addition to the foregoing, "Shareholder Expenses" shall include any non-operating expenses of the Practice, any extraordinary or unusual expenses of the Practice, any unreasonable continuing education expenses, entertainment expenses or travel costs and any costs or expenses with respect to requests by the Practice that are not approved by the Professional Business Manager (e.g., costs of additional Non-Professional personnel at the locations, costs of marketing or advertising in excess of advertising proposed by the Professional Business Manager). In determining whether to approve such excess expenditures requested by the Practice, the Professional Business Manager shall use its judgment based upon its experience in other professional management relationshipsShareholders. The Practice shall reimburse the Professional Business Manager for any Shareholder Expense incurred by the Professional Business Manager. .Unless an expense is expressly designated as a Management Fee, a Professional Business Manager Expense, an Office Expense, Expense or a Practice Expense in this Business Management Agreement or in any exhibit hereto or in any written agreement of the Partieshereto, any expense all expenses incurred by the Practice shall be considered a Shareholder Expense. Notwithstanding the above, the Practice may require certain Professionals to pay certain expenses incurred for them specifically. Nothing in this Section shall create personal liability on the part of the Practice's Shareholders.

Shareholder Expense. The term "Shareholder Expense" shall be -------------------- limited to the following expenses, as such expenses are more specifically described in Exhibit 1.18: (a) Shareholders' salaries, benefits, payroll taxes, and other direct costs as provided in the President's Employment Agreement (including professional dues, subscriptions, continuing education expenses, severance payments, entertainment, and reasonable entertainment expenses and reasonable travel costs for continuing education or other reasonable business travel but excluding business travel requested by Professional Business Manager, which shall be an Office Expense, and excluding any other expense of a Shareholder approved as an Office Expense in advance by the Parties); (b) those portions of leasehold obligations of the Business Manager which are deemed in excess of fair market value as set forth in Exhibit 1.18; (c) to the extent not covered by insurance and subject to the advance provisions contained herein, the defense costs of any litigation brought against the Practice or the Professionals by any third party and any liability judgment assessed against the Practice or the Professionals; (d) certain equipment expenses described in Section 3.2(d); (e) interest on any funds advanced to the Practice by Business Manager to the extent that Business Manager is a net lender in accordance with the terms of this Agreement; (f) "tail" coverage malpractice insurance expenses for the Shareholders and any malpractice insurance expenses of any Professional which are in excess of those which are customary and reasonable; (g) any income taxes or franchise tax of the Practice; and (ch) consulting, accounting, or legal fees which relate solely to the Shareholders or relate to any dispute with the Professional Business Manager. In addition to the foregoing, "Shareholder Expenses" shall include any non-operating expenses of the Practice, any extraordinary or unusual expenses of the Practice, any unreasonable continuing education expenses, entertainment expenses or travel costs and any costs or expenses with respect to requests by the Practice that are not approved by the Professional Business Manager (e.g., costs of additional Non-Professional personnel at the locations, costs of marketing or advertising in excess of advertising proposed by the Professional Business Manager). In determining whether to approve such excess expenditures requested by the Practice, the Professional Business Manager shall use its judgment based upon its experience in other professional management relationshipsShareholders. The Practice shall reimburse the Professional Business Manager for any Shareholder Expense incurred by the Professional Business Manager. Unless an expense is expressly designated as a Management Fee, a Professional Business Manager Expense, an Office Expense, Expense or a Practice Expense in this Business Management Agreement or in any exhibit hereto or in any written agreement of the Partieshereto, any expense all expenses incurred by the Practice shall be considered a Shareholder Expense. Notwithstanding the above, the Practice may require certain Professionals to pay certain expenses incurred for them specifically. Nothing in this Section shall create personal liability on the part of the Practice's Shareholders.

Shareholder Expense. The term "“Shareholder Expense" ” shall be -------------------- limited to the following expenses: (a) Shareholders' ’ salaries, benefits, payroll taxes, and other direct costs as provided in the President's Employment Agreement (including professional dues, subscriptions, continuing education expenses, severance payments, entertainment, and reasonable entertainment expenses and reasonable travel costs for continuing education or other reasonable business travel but excluding business travel requested by Professional Business Manager, which shall be an Office Expense, and travel requested by Retail Business Manager which shall be a Dispensary Expense and excluding any other expense of a Shareholder approved as an Office Expense or Dispensary Expense in advance by the Parties); (b) "”tail" ” coverage malpractice insurance expenses for the Shareholders and any malpractice insurance expenses of any Professional which are in excess of those which are customary and reasonable; and (and (c) consulting, accounting, or legal fees which relate solely to the Shareholders or relate to any dispute with the Professional Business Manager. In addition to the foregoing, "Shareholder Expenses" shall include any non-operating expenses of the Practice, any extraordinary or unusual expenses of the Practice, any unreasonable continuing education expenses, entertainment expenses or travel costs and any costs or expenses with respect to requests by the Practice that are not approved by the Professional Business Manager (e.g., costs of additional Non-Professional personnel at the locations, costs of marketing or advertising in excess of advertising proposed by the Professional Business Manager). In determining whether to approve such excess expenditures requested by the Practice, the Professional Business Manager shall use its judgment based upon its experience in other professional management relationshipsShareholders. The Practice shall reimburse the Professional Business Manager for any Shareholder Expense incurred by the Professional Business Manager. Unless expressly designated as a Management Fee, a Professional Business Manager Expense, a Retail Business Manager Expense, an Office Expense, a Dispensary Expense or a Practice Expense in this Professional Business Management Agreement or in any exhibit hereto or in the Retail Business Management Agreement or in any exhibit thereto or in any written agreement of the Parties, any expense incurred by the Practice shall be considered a Shareholder Expense. Notwithstanding the above, the Practice may require certain Professionals to pay certain expenses incurred for them specifically. Nothing in this Section shall create personal liability on the part of the Practice's ’s Shareholders.

Shareholder Expense. The term "Shareholder Expense" shall be -------------------- limited to the following expenses: (a) Shareholders' salaries, benefits, payroll taxes, and other direct costs as provided in the President's Employment Agreement (including professional dues, subscriptions, continuing education expenses, severance payments, entertainment, and reasonable entertainment expenses and reasonable travel costs for continuing education or other reasonable business travel but excluding business travel requested by Professional Business Manager, which shall be an Office Expense, and excluding any other expense of a Shareholder approved as an Office Expense in advance by the Parties); (b) "tail" coverage those portions of any future related party leasehold obligations which the Business Manager deems in excess of fair market value, (c) to the extent not covered by insurance and subject to the advance provisions contained herein, the defense costs of any litigation brought against the Practice or the Professionals by any third party and any liability judgment assessed against the Practice or the Professionals; (d) certain equipment expenses described in Section 3.2(d); (e) interest on any funds advanced to the Practice by Business Manager to the extent that Business Manager is a net lender in accordance with the terms of this Agreement; (f) malpractice insurance expenses for the Shareholders and Professionals other than Shareholder Optometrists; (g) any malpractice insurance expenses income taxes or franchise tax of any Professional which are in excess of those which are customary and reasonablethe Practice; and (ch) consulting, accounting, or legal fees which relate solely to the Shareholders or relate to any dispute with the Professional Business Manager. In addition to the foregoing, "Shareholder Expenses" shall include any non-operating expenses of the Practice, any extraordinary or unusual expenses of the Practice, any unreasonable continuing education expenses, entertainment expenses or travel costs and any costs or expenses with respect to requests by the Practice that are not approved by the Professional Business Manager (e.g., costs of additional Non-Professional personnel at the locations, costs of marketing or advertising in excess of advertising proposed by the Professional Business Manager). In determining whether to approve such excess expenditures requested by the Practice, the Professional Business Manager shall use its judgment based upon its experience in other professional management relationshipsShareholders. The Practice shall be financially liable for all Shareholder Expenses, and the Practice shall reimburse the Professional Business Manager for any Shareholder Expense incurred by the Professional Business Manager. Unless an expense is expressly designated as a Management Fee, a Professional Business Manager Expense, an Office Expense, Expense or a Practice Expense in this Business Management Agreement or in any exhibit hereto or in any written agreement of the Partieshereto, any expense all expenses incurred by the Practice shall be considered a Shareholder Expense. Notwithstanding the above, the Practice may require certain Professionals to pay certain expenses incurred for them specifically. Nothing in this Section shall create personal liability on the part of the Practice's Shareholders. Notwithstanding anything contained herein, Shareholders expenses shall not include salaries and other benefits to Shareholders pursuant to Vision 21 employment agreements.

Shareholder Expense. The term "“Shareholder Expense" ” shall be -------------------- limited to the following expenses: (a) Shareholders' ’ salaries, benefits, payroll taxes, and other direct costs as provided in the President's Employment Agreement (including professional dues, subscriptions, continuing education expenses, severance payments, entertainment, and reasonable entertainment expenses and reasonable travel costs for continuing education or other reasonable business travel but excluding business travel requested by Professional Retail Business Manager, which shall be a Dispensary Expense and business travel requested by Professional Business Manager which shall be an Office Expense, and excluding any other expense of a Shareholder approved as an a Dispensary Expense or Office Expense in advance by the Parties); accounting, or legal fees which relate solely to the Shareholders; (b) "“tail" ” coverage malpractice insurance expenses for the Shareholders and any malpractice insurance expenses of any Professional which are in excess of those which are customary and reasonable; and (c) consulting, accounting, or legal fees which relate solely to the Shareholders or relate to any dispute with Shareholders; and (d) the Professional Business Manager. In addition to the foregoing, "Shareholder Expenses" shall include any non-operating expenses of the Practice, any extraordinary or unusual expenses of the Practice, any unreasonable continuing education expenses, entertainment expenses or travel costs and any costs or expenses with respect to requests by the Practice that are not approved by the Professional Business Manager (e.g., costs of additional Non-Professional personnel at the locations, costs of marketing or advertising an administrative assistant identified and appointed by Shareholder to assist him in excess of advertising proposed by the Professional Business Manager). In determining whether to approve such excess expenditures requested by the his Practice, the Professional Business Manager shall use its judgment based upon its experience in other professional management relationships. The Practice shall reimburse the Professional Retail Business Manager for any Shareholder Expense incurred by the Professional Retail Business Manager. Unless expressly designated as a Management Fee, a Retail Business Manager Expense, a Professional Business Manager Expense, a Dispensary Expense, an Office Expense, or a Practice Expense in this Retail Business Management Agreement or in any exhibit hereto or in the Professional Business Management Agreement or in any exhibit thereto or in any written agreement of the Parties, any expense incurred by the Practice shall be considered a Shareholder Expense. Notwithstanding the above, the Practice may require certain Professionals to pay certain expenses incurred for them specifically. Nothing in this Section shall create personal liability on the part of the Practice's ’s Shareholders.

Shareholder Expense. The term "Shareholder Expense" shall be -------------------- limited to the following expenses: (a) Shareholders' salaries, benefits, payroll taxes, and other direct costs as provided in the President's Employment Agreement dated February __, 2000, as amended effective May 25, 2003 (including reasonable and customary professional dues, subscriptions, continuing education expenses, severance payments, and reasonable entertainment expenses and reasonable travel costs for continuing education or other reasonable business travel but excluding business travel requested by Professional Business Manager, which shall be an Office Expense, and excluding any other expense of a Shareholder approved as an Office Expense in advance by the Parties) provided that Shareholders base salaries shall not exceed the sum of Two Hundred Thousand Dollars ($200,000); (b) "tail" coverage malpractice insurance expenses for the Shareholders and any malpractice insurance expenses of any Professional which are in excess of those which are customary and reasonable; and (c) consulting, accounting, or legal fees which relate solely to the Shareholders or relate to any dispute with the Professional Business Manager. In addition to the foregoing, "Shareholder Expenses" shall include any non-operating expenses of the Practice, any extraordinary or unusual expenses of the Practice, any unreasonable continuing education expenses, entertainment expenses or travel costs and any costs or expenses with respect to requests by the Practice that are not approved by the Professional Business Manager (e.g., costs of additional Non-Professional personnel at the locations, costs of marketing or advertising in excess of advertising proposed by the Professional Business Manager). In determining whether to approve such excess expenditures requested by the Practice, the Professional Business Manager shall use its judgment based upon its experience in other professional management relationships. The Practice shall reimburse the Professional Business Manager for any Shareholder Expense incurred by the Professional Business Manager. Unless expressly designated as a Management Fee, a Professional Business Manager Expense, an Office Expense, or a Practice Expense in this Agreement or in any exhibit hereto or in any written agreement of the Parties, any expense incurred by the Practice shall be considered a Shareholder Expense. Notwithstanding the above, the Practice may require certain Professionals to pay certain expenses incurred for them specifically. Nothing in this Section shall create personal liability on the part of the Practice's Shareholders.

Shareholder Expense. The term "Shareholder Expense" or "Practice Expense" shall be -------------------- limited to the following expenses, as such expenses are more specifically described in Exhibit 1.18: (a) Shareholders' salaries, benefits, payroll taxes, and other direct costs as provided in the President's Employment Agreement (including professional dues, subscriptions, continuing education expenses, severance payments, entertainment, and reasonable entertainment expenses and reasonable travel costs for continuing education or other reasonable business travel but excluding business travel requested by Professional Business Manager, which shall be an Office Expense, and excluding any other expense of a Shareholder approved as an Office Expense in advance by the Parties); (b) those portions of leasehold obligations of the Business Manager which are deemed in excess of fair market value as set forth in Exhibit 1.30; (c) to the extent not covered by insurance and subject to the advance provisions contained herein, the defense costs of any litigation brought against the Practice or the Professionals by any third party and any liability judgment assessed against the Practice or the Professionals; (d) certain equipment expenses described in Section 3.2(d); (e) interest on any funds advanced to the Practice by Business Manager to the extent that Business Manager is a net lender in accordance with the terms of this Agreement; (f) "tail" coverage malpractice insurance expenses for the Shareholders and any malpractice insurance expenses of any Professional which are in excess of those which are customary and reasonable; (g) any income taxes or franchise tax of the Practice; and (ch) consulting, accounting, or legal fees which relate solely to the Shareholders or relate to any dispute with the Professional Business Manager. In addition to the foregoing, "Shareholder Expenses" shall include any non-operating expenses of the Practice, any extraordinary or unusual expenses of the Practice, any unreasonable continuing education expenses, entertainment expenses or travel costs and any costs or expenses with respect to requests by the Practice that are not approved by the Professional Business Manager (e.g., costs of additional Non-Professional personnel at the locations, costs of marketing or advertising in excess of advertising proposed by the Professional Business Manager). In determining whether to approve such excess expenditures requested by the Practice, the Professional Business Manager shall use its judgment based upon its experience in other professional management relationshipsShareholders. The Practice shall be financially liable for all Shareholder Expenses, and the Practice shall reimburse the Professional Business Manager for any Shareholder Expense incurred by the Professional Business Manager. Unless an expense is expressly designated as a Management Fee, a Professional Business Manager Expense, Expense or an Office Expense, or a Practice Expense in this Agreement or in any exhibit hereto or in any written agreement of the Parties, any expense expenses incurred by the Practice shall be considered a Shareholder Expense. Notwithstanding the above, the Practice may require certain Professionals to pay certain expenses incurred for them specifically. Nothing in this Section shall create personal liability on the part of the Practice's Shareholders.

Shareholder Expense. The term "“Shareholder Expense" ” shall be -------------------- limited to the following expenses: (a) Shareholders' ’ salaries, Bonus, benefits, payroll taxes, and other direct costs as provided in the President's Employment Agreement (including professional dues, subscriptions, continuing education expenses, severance payments, entertainment, and reasonable entertainment expenses and reasonable travel costs for continuing education or other reasonable business travel but excluding business travel requested by Professional Retail Business Manager, which shall be a Dispensary Expense and business travel requested by Professional Business Manager which shall be an Office Expense, and excluding any other expense of a Shareholder approved as an a Dispensary Expense or Office Expense in advance by the Parties); (b) "“tail" ” coverage malpractice insurance expenses for the Shareholders and any malpractice insurance expenses of any Professional which are in excess of those which are customary and reasonable; and (c) consulting, accounting, or legal fees which relate solely to the Shareholders or relate to any dispute with the Professional Business Manager. In addition to the foregoing, "Shareholder Expenses" shall include any non-operating expenses of the Practice, any extraordinary or unusual expenses of the Practice, any unreasonable continuing education expenses, entertainment expenses or travel costs and any costs or expenses with respect to requests by the Practice that are not approved by the Professional Business Manager (e.g., costs of additional Non-Professional personnel at the locations, costs of marketing or advertising in excess of advertising proposed by the Professional Business Manager). In determining whether to approve such excess expenditures requested by the Practice, the Professional Business Manager shall use its judgment based upon its experience in other professional management relationshipsShareholders. The Practice shall reimburse the Professional Retail Business Manager for any Shareholder Expense incurred by the Professional Retail Business Manager. Unless expressly designated as a Management Fee, a Retail Business Manager Expense, a Professional Business Manager Expense, a Dispensary Expense, an Office Expense, or a Practice Expense in this Retail Business Management Agreement or in any exhibit hereto or in the Professional Business Management Agreement or in any exhibit thereto or in any written agreement of the Parties, any expense incurred by the Practice shall be considered a Shareholder Expense. Notwithstanding the above, the Practice may require certain Professionals to pay certain expenses incurred for them specifically. Nothing in this Section shall create personal liability on the part of the Practice's ’s Shareholders.

Shareholder Expense. The term "“Shareholder Expense" ” shall be -------------------- limited to the following expenses: (a) Shareholders' ’ salaries, benefits, payroll taxes, and other direct costs as provided in the President's Employment Agreement (including professional dues, subscriptions, continuing education expenses, severance payments, entertainment, and reasonable entertainment expenses and reasonable travel costs for continuing education or other reasonable business travel but excluding business travel requested by Professional Retail Business Manager, which shall be a Dispensary Expense and business travel requested by Professional Business Manager which shall be an Office Expense, and excluding any other expense of a Shareholder approved as an a Dispensary Expense or Office Expense in advance by the Parties); accounting, or legal fees which relate solely to the Shareholders. (b) "“tail" ” coverage malpractice insurance expenses for the Shareholders and any malpractice insurance expenses of any Professional which are in excess of those which are customary and reasonable; and (c) consulting, accounting, or legal fees which relate solely to the Shareholders or relate to any dispute with the Professional Business Manager. In addition to the foregoing, "Shareholder Expenses" shall include any non-operating expenses of the Practice, any extraordinary or unusual expenses of the Practice, any unreasonable continuing education expenses, entertainment expenses or travel costs and any costs or expenses with respect to requests by the Practice that are not approved by the Professional Business Manager (e.g., costs of additional Non-Professional personnel at the locations, costs of marketing or advertising in excess of advertising proposed by the Professional Business Manager). In determining whether to approve such excess expenditures requested by the Practice, the Professional Business Manager shall use its judgment based upon its experience in other professional management relationshipsShareholders. The Practice shall reimburse the Professional Retail Business Manager for any Shareholder Expense incurred by the Professional Retail Business Manager. Unless expressly designated as a Management Fee, a Retail Business Manager Expense, a Professional Business Manager Expense, a Dispensary Expense, an Office Expense, or a Practice Expense in this Retail Business Management Agreement or in any exhibit hereto or in the Professional Business Management Agreement or in any exhibit thereto or in any written agreement of the Parties, any expense incurred by the Practice shall be considered a Shareholder Expense. Notwithstanding the above, the Practice may require certain Professionals to pay certain expenses incurred for them specifically. Nothing in this Section shall create personal liability on the part of the Practice's ’s Shareholders.

Shareholder Expense. The term "“Shareholder Expense" ” shall be -------------------- limited to the following expenses: (a) Shareholders' ’ salaries, benefits, payroll taxes, and other direct costs as provided in the President's Employment Agreement (including professional dues, subscriptions, continuing education expenses, severance payments, entertainment, and reasonable entertainment expenses and reasonable travel costs for continuing education or other reasonable business travel but excluding business travel requested by Professional Business Manager, which shall be an Office Expense, and travel requested by Retail Business Manager which shall be a Dispensary Expense and excluding any other expense of a Shareholder approved as an Office Expense or Dispensary Expense in advance by the Parties); (b) "”tail" ” coverage malpractice insurance expenses for the Shareholders and any malpractice insurance expenses of any Professional which are in excess of those which are customary and reasonable; and (c) consulting, accounting, or legal fees which relate solely to the Shareholders or relate to any dispute with Shareholders; and (d) the Professional Business Manager. In addition to the foregoing, "Shareholder Expenses" shall include any non-operating expenses of the Practice, any extraordinary or unusual expenses of the Practice, any unreasonable continuing education expenses, entertainment expenses or travel costs and any costs or expenses with respect to requests by the Practice that are not approved by the Professional Business Manager (e.g., costs of additional Non-Professional personnel at the locations, costs of marketing or advertising an administrative assistant identified and appointed by Shareholder to assist him in excess of advertising proposed by the Professional Business Manager). In determining whether to approve such excess expenditures requested by the his Practice, the Professional Business Manager shall use its judgment based upon its experience in other professional management relationships. The Practice shall reimburse the Professional Business Manager for any Shareholder Expense incurred by the Professional Business Manager. Unless expressly designated as a Management Fee, a Professional Business Manager Expense, a Retail Business Manager Expense, an Office Expense, a Dispensary Expense or a Practice Expense in this Professional Business Management Agreement or in any exhibit hereto or in the Retail Business Management Agreement or in any exhibit thereto or in any written agreement of the Parties, any expense incurred by the Practice shall be considered a Shareholder Expense. Notwithstanding the above, the Practice may require certain Professionals to pay certain expenses incurred for them specifically. Nothing in this Section shall create personal liability on the part of the Practice's ’s Shareholders.

Shareholder Expense. The term "Shareholder Expense" shall be -------------------- limited to the following expenses: (a) Shareholders' salaries, benefits, payroll taxes, and other direct costs as provided in the President's Employment Agreement (including professional dues, subscriptions, continuing education expenses, severance payments, entertainment, and reasonable entertainment expenses and reasonable travel costs for continuing education or other reasonable business travel but excluding business travel requested by Professional Retail Business Manager, which shall be a Dispensary Expense and business travel requested by Professional Business Manager which shall be an Office Expense, and excluding any other expense of a Shareholder approved as an a Dispensary Expense or Office Expense in advance by the Parties); accounting, or legal fees which relate solely to the Shareholders; (b) "tail" coverage malpractice insurance expenses for the Shareholders and any malpractice insurance expenses of any Professional which are in excess of those which are customary and reasonable; and (c) consulting, accounting, or legal fees which relate solely to the Shareholders or relate to any dispute with the Professional Business Manager. In addition to the foregoing, "Shareholder Expenses" shall include any non-operating expenses of the Practice, any extraordinary or unusual expenses of the Practice, any unreasonable continuing education expenses, entertainment expenses or travel costs and any costs or expenses with respect to requests by the Practice that are not approved by the Professional Business Manager (e.g., costs of additional Non-Professional personnel at the locations, costs of marketing or advertising in excess of advertising proposed by the Professional Business Manager). In determining whether to approve such excess expenditures requested by the Practice, the Professional Business Manager shall use its judgment based upon its experience in other professional management relationshipsShareholders. The Practice shall reimburse the Professional Retail Business Manager for any Shareholder Expense incurred by the Professional Retail Business Manager. Unless expressly designated as a Management Fee, a Retail Business Manager Expense, a Professional Business Manager Expense, a Dispensary Expense, an Office Expense, or a Practice Expense in this Retail Business Management Agreement or in any exhibit hereto or in the Professional Business Management Agreement or in any exhibit thereto or in any written agreement of the Parties, any expense incurred by the Practice shall be considered a Shareholder Expense. Notwithstanding the above, the Practice may require certain Professionals to pay certain expenses incurred for them specifically. Nothing in this Section shall create personal liability on the part of the Practice's Shareholders.