PBM Business definition
Examples of PBM Business in a sentence
Except as set forth in Section 2.02(r) of the Disclosure Schedule, each Insurance Policy relating to the PBM Business is valid, enforceable, existing and binding, and the premiums due thereon have been timely paid and there will be coverage thereunder after Closing in respect of acts and events occurring prior to Closing.
The properties, assets, business, operations and employees of the PBM Business are covered by Insurance Policies that are commercially reasonable and cover the reasonably expected risks and contingencies and are on such terms and conditions as are consistent with industry practice.
The Target Companies have good and valid title to all of their material owned tangible properties and assets and a valid leasehold interest in all of their material leased properties and assets, in each case, owned or leased by them in connection with the operation of the PBM Business as presently conducted, free and clear of all Liens, except for Permitted Liens.
The rental charge payable by Purchaser to Seller will be an allocation of the rent and other amounts payable under the master lease to the landlord by Seller, which allocation will be based on the number of associates of the PBM Business employed at the Plano facility on the Closing Date as compared to the total number of Purchaser and Seller associates employed at the Plano facility on the Closing Date.
These physical inventories will be in addition to Parent’s normal recurring physical inventories taken by the Inventory Firm which will include approximately ten percent (10%) of the Southern Stores per month and in addition include normal recurring physical inventories of the PBM Business, the Mail Order Business and the Specialty Pharmacy Business.
There is no material claim pending under any such Seller Insurance Policy which relates to the PBM Business or any of the Target Companies, as the case may be, as to which coverage has been questioned, denied or disputed by the underwriter of such Seller Insurance Policy.
The amount of Purchase Price actually allocable to the PBM Business shall be determined pursuant to Section 4.11(e) (such price, the “Final PBM Price”).
After delivery of the Closing Statement, Buyer shall promptly make available to Company the working papers, books, records and personnel of the PBM Business and its accountants that the Company reasonably requires in order to review and understand the Closing Statement and the basis therefor.
Schedule 5.20 contains a list of all material Licenses and Permits that are owned or possessed by Company and relate solely to the PBM Business.
The Financial Information (a) is true, correct and complete in all material respects and presents fairly the financial position of the PBM Business as of the dates thereof and the related results of its operations for the periods then ended and (b) has been prepared consistent with past practice, except as set forth therein or on Schedule 5.4. All material adjustments, consisting of normal, recurring accruals necessary for a fair presentation, have been made in the Mid-Year Interim Financial Information.