Examples of Worksite Pharmacies in a sentence
The parties agree Buyer or Eastern, as applicable, will purchase and the Sellers will sell to Buyer or Eastern, as applicable, the Prospective Worksite Pharmacies on the terms set forth in this Agreement if Buyer or Eastern purchase an Excluded Worksite Pharmacy after the Closing Date pursuant to Section 7.16(a).
The parties agree Buyer or Eastern, as applicable, will purchase and the Sellers will sell to Buyer or Eastern, as applicable, any Operate Location Pharmacies designated as an Excluded Operate Location Pharmacy or any Worksite Pharmacies designated as an Excluded Worksite Pharmacy pursuant to this Section 7.16(a) if the Sellers are able to obtain the Required Lease Consent or Required Worksite Consent for such location within sixty (60) days after the Closing Date on the terms set forth in this Agreement.
Prior to the applicable Inventory Closing Date, the Sellers shall use commercially reasonable efforts to fill and deliver to customers of Operate Location Pharmacies and Worksite Pharmacies any partial-fill prescriptions with a remaining quantity balance (“IOU Prescriptions”).
Between the date hereof and the Closing Date, the Sellers shall continue to pursue and develop Prospective Worksite Pharmacies consistent with past practices and the Sellers shall not enter into any Worksite Agreements with respect to any Prospective Worksite Pharmacies without the written consent of Buyer.
To the extent that Sellers do not receive any of the Required Worksite Consents and Buyer and Eastern designate all three (3) of the Worksite Pharmacies as “Excluded Worksite Pharmacies” pursuant to Section 7.16, the Sellers will not sell to Buyer, and Buyer will not purchase from the Sellers, the Prospective Worksite Pharmacies.
In addition, between the date hereof and the applicable Inventory Closing Date, the Sellers shall inform Buyer if any Business Employee has terminated or given notice of their termination of employment at the Purchased Operate Location Pharmacies, Purchased Worksite Pharmacies or File-Transfer Locations.
The Independent Valuators will determine the aggregate value of the Inventory at each of the Purchased Operate Location Pharmacies, Purchased Worksite Pharmacies and File-Transfer Locations as of the applicable Inventory Closing Date (such amount, with respect to any individual Location, the “Inventory Amount”, and the aggregate amount of the Inventory Amounts for all of the Locations, the “Aggregate Inventory Amount”) in accordance with the procedures and in the manner set forth on Exhibit C.
Schedule 5.11 sets forth, as of the date of this Agreement, the average weekly prescription count at each of the Operate Location Pharmacies, Worksite Pharmacies and File-Transfer Locations over the preceding twelve months (the “Current Prescription Volume”).
For a period of 120 days after the applicable Inventory Closing Date, Buyer and Eastern shall be permitted to continue using existing store signage located at the Purchased Operate Location Pharmacies and Purchased Worksite Pharmacies.
Except for corporate and administrative services, on-site technology, software, corporate-level equipment, “point of sale” systems, computers, any leased equipment that is not subject to an Assumed Contract, third-party payor agreements and any non-transferable permits from any Governmental Body, the Purchased Assets constitute all the assets necessary, in all material respects, for the operation of the Purchased Worksite Pharmacies and the Purchased Operate Location Pharmacies as currently conducted.