Prescription Files. Commencing on the Closing Date and in accordance with a schedule to be provided by Buyer, the Sellers will deliver the Prescription Files to Buyer in an electronic format mutually agreeable to Buyer and the Sellers in accordance with all applicable state board of pharmacy regulations; provided that Sellers shall preserve and maintain original hard copies of the Prescription Files at the applicable Stores in accordance with all applicable state board of pharmacy regulations; provided further, the cost of any conversion into such mutually agreed upon electronic format shall be at Buyer’s sole cost and expense.
Prescription Files. (A) All prescription files, records and data utilized, maintained and/or generated by Seller in the course of operating its licensed pharmacy in the Store (hereinafter, collectively, “Seller’s Rx Data”) from the Date of Inventory (as hereinafter defined) and going back no less than the greater of (i) the period of time required by federal and state law and (ii) one (1) year (the “Required Time Period”). Seller’s Rx Data shall include all hard copy prescriptions, signature logs, patient profiles, patient refill histories, customer lists, and all electronic data of the same maintained in any format by Seller. If Seller has not operated in the Store for the Required Time Period prior to the Date of Inventory, the Required Time Period shall be such shorter period as Seller has operated in the Store. In addition, to the extent Seller’s Rx Data is maintained in electronic format, Buyer may elect (in its discretion) to convert and transfer all or any portion of such electronic Seller’s Rx Data, including for periods outside of the Required Time Period. Seller will work in good faith with Xxxxx to transfer Seller’s Rx Data to Buyer in the most effective, efficient, and secure manner. Seller shall fully cooperate and assist Xxxxx, at least thirty (30) days prior to the Date of Inventory, in Buyer’s efforts to convert or transfer Seller’s Rx Data, using such means and efforts as determined by Buyer in its sole discretion.
Prescription Files. On the Closing Date, the Sellers will deliver the Prescription Files to the Purchaser by printing hard copy printouts of the Prescription Files at the applicable Southern Site.
Prescription Files. All of the prescription files owned and used primarily in connection with the operation of the Southern Business and all of the patient profiles, customer lists, transferable licenses, phone numbers, goodwill and other intangible assets owned and used primarily in connection with the Southern Sites (the “Prescription Files”);
Prescription Files. Commencing on the Closing Date and in accordance with a schedule to be provided by the Buyers, the Sellers will deliver the Prescription Files to the Buyers, both in original hard copy format and in an electronic format reasonably acceptable to the Buyers in accordance with all applicable state board of pharmacy regulations; provided that, the Sellers shall preserve and maintain copies of the Prescription Files at the applicable Facilities in accordance with all applicable state board of pharmacy regulations; provided, further, that, the cost of any conversion into such mutually agreed upon electronic format shall be at the Buyers’ sole cost and expense. The Selling Entities will provide all reasonable cooperation to the Buyers in this process. After the Effective Time, the Sellers will afford promptly to each of the Buyers and their agents reasonable access (with an opportunity to make copies) (subject, however, to confidentiality and similar non-disclosure obligations) during normal business hours and upon reasonable notice to the Sellers, the Sellers’ prescription records as may reasonably be required by the Buyers for legitimate business purposes.
Prescription Files. Subject to applicable Legal Requirements, all of Seller's prescriptions, prescription files and records, customer lists and patient profiles owned or used by Seller (the "Prescription Files") in connection with the operation of (i) the Assumed Lease Stores (as hereinafter defined), (ii) the Stores listed on Schedule 1.01(a) attached hereto (the "File Buy Stores"), and (iii) the Owned Stores (as hereinafter defined), including but not limited to refill status reports and insurance coverages, co-pay and payment records, any files or records added between the date of this Agreement and the date of transfer and records in whatever medium or form maintained by the Seller.
Prescription Files. With respect to the Prescription Files: (i) Borrowers shall at all times maintain the Prescription Files in a manner consistent with the requirements of Federal, state and local laws and regulations in all material respects, including all Health Care Laws, which files and records related thereto shall be correct and accurate in all material respects; (ii) Borrowers shall not remove any Prescription Files from the locations set forth or permitted herein, without the prior written consent of Agent, except for transfers of Prescription Files in the ordinary course of its business (including at the request of customers with respect to such customer’s own Prescription Files) and except to move Prescription Files directly from one location set forth or permitted herein to another such location or in connection with the sale of Prescription Files in the ordinary course of business in connection with the closing of any retail store not to exceed an aggregate of $1,000,000.00 per year, upon the consent of Agent, and (iii) Agent and Revolving Credit Lenders are permitted to rely upon any upon written appraisals as to the Prescription Files obtained by the Agent in accordance with the terms and conditions of this Agreement; provided, however, that, in the event that the form, scope or methodology of any such appraisal or the appraiser conducting such appraisal is not reasonably acceptable to Agent, upon Agent’s request, Borrowers shall, at their expense, deliver or cause to be delivered to Agent such appraisals reasonably acceptable to Agent and by an appraiser acceptable to Agent, addressed to Agent and Revolving Credit Lenders and upon which Agent and Revolving Credit Lenders are expressly permitted to rely; (iv) Borrowers shall use, store and maintain the Prescription Files with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including the requirements of the HIPAA) except where failure does not cause a material adverse effect; (v) there are no limitations or restrictions on the rights of Borrowers to sell, transfer or otherwise assign the Prescription Files to any third party so long as such third party has the licenses required under applicable state law to operate a pharmacy and sell products subject to a prescription; (vi) Borrowers assume all responsibility and liability arising from or relating to the use and sale of prescriptions and the maintenance and use of the Prescript...
Prescription Files. Section 4.10 of the Asset Purchase Agreement is amended to read in its entirety as follows:
Prescription Files. (i) As part of the assets being sold hereunder, Seller shall transfer to Buyer title and possession of all prescription files records and data utilized and/or generated by Seller in the course of operating its licensed pharmacy from the Date of Inventory (hereinafter defined) and going back no less than six (6) years (or for such shorter period if Seller did not operate for six (6) years prior to the Date of Inventory). The prescription files records and data shall include all hard copy prescriptions, customer lists, and all electronic data maintained in any format by Seller (hereinafter “Seller’s RX Data”). Seller will work in good faith with Buyer to transfer Seller’s Rx Data in the most effective and efficient manner. Seller shall cooperate fully with Buyer at least thirty (30) days prior to the Date of Inventory in Buyer’s efforts to convert or download Seller’s RX Data, as determined in the sole discretion of Buyer.
Prescription Files. All prescription files, records related to drug acquisition and disposition, inventory records held by and inventory and dispensing data utilized, maintained and/or generated with respect to such prescription files and records by Seller in the course of operating the Business (hereinafter, collectively, “Seller’s Rx Data”) from the Date of Inventory (as hereinafter defined) and going back no less than the greater of (i) the period of time required by federal and state Law (as hereinafter defined) and (ii) two (2) years (the “Required Time Period”) as set forth on Schedule 1(a)(ii). Seller’s Rx Data shall include all hard copy prescriptions, signature logs, patient profiles, patient refill histories, patient lists, and patient data and information derived from patient loyalty, credit, and similar programs (“Hard Copy Rx Data”), and all electronic data of the same maintained in any format by Seller. If Seller has not operated the Business for the Required Time Period prior to the Date of Inventory, the Required Time Period shall be such shorter period as Seller has operated the Business. All Hard Copy Rx Data and Seller’s Rx Data held in the CareTend Pharmacy System shall be transferred to Buyer at or before Closing. The Parties acknowledge and agree that the transfer of the Seller’s Rx Data located in the CPR+ system, RxVector system, and Rx30 system may not be completed on the date of Closing. Seller shall use commercially reasonable efforts to transfer all of Seller’s Rx Data to Buyer as of the date of Closing, and in no event shall the transfer occur more than forty-five (45) days following the date of Closing.”
