Closure by Target Clause Samples

Closure by Target. With respect to Store Closures planned under the Annual Forecast Plan, Target shall have the sole right to determine, whether for business or other reasons, to conduct a Store Closure with respect to one or more Stores containing a Pharmacy, subject to the following terms and conditions: (a) Target shall provide CVS with at least three (3) months’ prior written notice of its intent to conduct a Store Closure and shall consult with CVS regarding any such Store Closure to allow for budgeting, asset write-off or transfer, and Patient file transfer. (b) Target may have up to [*] ([*]) Store Closures in the net aggregate during a [*] ([*]) year period commencing on the Effective Date. For purposes of calculating [*] ([*]) Store Closures under this Section 4.7(b), any New Stores where a Pharmacy opens during the first [*] ([*]) years after the Effective Date shall be subtracted from the number of Store Closures. If Target has more than [*] ([*]) Store Closures in the net aggregate during such time period, then Target shall pay to CVS, as CVS’s sole remedy under this Section 4.7, $[*] per Store Closure in excess of [*] ([*]) Store Closures, which payment shall be made no later than seventy-five (75) days after the end of the [*] ([*]) year period. (c) Subject to the foregoing, upon a Store Closure, the License or Lease for the affected Pharmacy Space will terminate solely with respect to such Pharmacy Space without terminating this Agreement in its entirety, CVS shall cease operations in the Pharmacy Space, subject to Laws (including any applicable notice periods with respect to Patients), and CVS shall remove all of CVS’s equipment, devices, products (including, without limitation, CVS Products), inventory, records and other properties of CVS from the Pharmacies. Subject to Laws, CVS shall have sole discretion with respect to the transition of Patients and pharmacy records upon any Store Closure. (d) Notwithstanding any other provision in this Agreement, on and after the [*] ([*]) anniversary of the Effective Date, upon the minimum notice set forth in Section 4.7(a), Target shall have the right in its sole discretion to conduct Store Closures.