Common use of Prescription Files Clause in Contracts

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.

Appears in 2 contracts

Samples: Asset Purchase and Sale Agreement (Golden Developing Solutions, Inc.), Asset Purchase and Sale Agreement (Golden Developing Solutions, Inc.)

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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 Stores (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 two (12) year years (the “Required Time Period”). Seller’s Rx Data shall include all hard copy prescriptions, signature logs, patient profiles, patient refill histories, customer lists, customer data and information derived from customer loyalty, credit and similar programs, and all electronic data of the same maintained in any format by Seller. If Seller has not operated in the a 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 such 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 commencing as of the Date of Inventorydate hereof, in BuyerXxxxx’s efforts to convert or transfer Seller’s Rx Data, using such means and efforts as determined by Buyer in its sole discretion. Seller’s Rx Data shall be transferred to Buyer exclusively, shall not be shared with any third parties, and shall not be diminished or removed from any Store between the date of execution of this Agreement and the Date of Inventory.

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (MedAvail Holdings, Inc.)

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Prescription Files. (A) All prescription files, records files and data utilizedrecords, 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 or (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, Seller and Buyer may elect (shall coordinate with Liberty Software to transfer the files in its discretion) to convert and transfer all or any portion of such electronic the Seller’s Rx Data, including for periods outside of server to the Required Time PeriodBuyer’s server located at Orchard Trails Pharmacy. Seller will work in good faith with Xxxxx Buyer to effectuate the transfer of Seller’s Rx Data to Buyer in the most effectivewith Liberty Software. Seller’s Rx Data shall be transferred to Buyer exclusively, efficientshall not be shared with any third parties, and secure manner. Seller shall fully cooperate not be diminished or removed from the Store between the date of execution of this Agreement 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.

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Golden Developing Solutions, Inc.)

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