Miscellaneous Agreements. Notwithstanding any contrary provision in this Schedule E or the Agreement to which this Schedule E is attached, PharMerica and Ceres acknowledge and agree that the planning for, installation of and ongoing oversight of the EMMS requires considerable dedicated resources, both personnel and technology, and that, without the fulfillment by the other of the other’s commitments contained in this Schedule E, the EMMS cannot be installed and operated successfully at the designated Facilities. In amplification of the foregoing, PharMerica shall not be responsible for any delays in implementing the EMMS caused by the failure of a Ceres Party to satisfy the requirements imposed on the Ceres Parties under this Schedule E in a timely manner provided (a) PharMerica notifies Ceres promptly following a failure by a Ceres Party to meet any such requirement, and (b) the Ceres Party fails to correct such failure within * days following such notice. None of the Technology Roadmap, the Work Plan or the Implementation Schedule shall be binding on PharMerica and Ceres until approved in writing by the respective chief executive officer of PharMerica and Ceres, which approval shall not be unreasonably withheld, conditioned, or delayed. All disputes regarding this Schedule E shall be resolved in accordance with the applicable provisions of the Agreement to which this Schedule E is attached. [*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. SCHEDULE F – SAMPLE PHARMACY BILLING STATEMENT PharMerica **** [*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. SCHEDULE H—SERVICE LEVEL AGREEMENTS The table below sets forth the Service Level Agreements to be met by Pharmacy Operators in carrying out this Agreement and the associated monetary penalty (“Monetary Penalty”) BEI/GG may recover for each violation by PharMerica or another Pharmacy Operator of the corresponding Service Level Agreement. SERVICE LEVEL AGREEMENT MONETARY PENALTY 1. * * 2. * * 3. * * 4. * * 5. * * 6. * * 7. * * 8. * * [*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. SCHEDULE I - FORM OF ACKNOWLEDGMENT AND JOINDER AGREEMENT This Acknowledgment and Joinder Agreement (this “Agreement”) is made as of the day of , 2006, between PHARMERICA, INC. (“PharMerica”), a Delaware corporation, and (“Company”), a [ ]. Capitalized terms that are not defined in this Agreement shall be as defined in the Pharmacy Services Agreement (the “Pharmacy Services Agreement”) dated as of July 1, 2006, between PharMerica and Ceres Strategies, Inc. (“Ceres”).
Appears in 2 contracts
Samples: Pharmacy Services Agreement (Safari Holding Corp), Pharmacy Services Agreement (Safari Holding Corp)
Miscellaneous Agreements. Notwithstanding any contrary provision in this Schedule E or the Agreement to which this Schedule E is attached, PharMerica and Ceres acknowledge and agree that the planning for, installation of and ongoing oversight of the EMMS requires considerable dedicated resources, both personnel and technology, and that, without the fulfillment by the other of the other’s commitments contained in this Schedule E, the EMMS cannot be installed and operated successfully at the designated Facilities. In amplification of the foregoing, PharMerica The Lender shall not be responsible obligated to the Borrower to determine that any subcontractor has not breached any of its agreements with the Borrower, nor will the Lender for any delays in implementing reason assume (or be construed to have assumed) any of the EMMS caused obligations of the Borrower to any subcontractor or of any subcontractor to the Borrower. This Agreement constitutes the entire agreement of the parties, supersedes and cancels any prior understandings or written or oral agreements between the parties concerning the matters covered herein, including without limitation, advances hereunder, and can be modified or varied only by a written instrument subscribed to by all of the parties hereto; provided, however, that all written or oral representations made by the failure Borrower to the Lender with respect to the subject matter hereof shall survive the execution of a Ceres Party this Agreement. The Lender has no commitment to satisfy lend sums to the requirements imposed on Borrower other than as specifically set forth herein and in the Ceres Parties under other Credit Documents. If there are any conflicts or inconsistencies between this Schedule E in a timely manner provided (a) PharMerica notifies Ceres promptly following a failure by a Ceres Party to meet Agreement and any such requirement, and (b) the Ceres Party fails to correct such failure within * days following such notice. None of the Technology Roadmapother Credit Documents, this Agreement shall prevail and control. This Agreement shall bind and benefit the Work Plan or parties hereto and their respective heirs, legal representatives, successors and assigns. However, any attempted assignment of any rights of the Implementation Schedule Borrower hereunder without the prior written consent of the Lender shall be binding on PharMerica and Ceres until approved in writing by the respective chief executive officer of PharMerica and Ceresvoid. Any notice, which approval shall not request or other communication required or permitted to be unreasonably withheld, conditioned, or delayed. All disputes regarding this Schedule E given hereunder shall be resolved given in accordance with the applicable provisions terms of the Agreement to which this Schedule E is attached. [*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. SCHEDULE F – SAMPLE PHARMACY BILLING STATEMENT PharMerica **** [*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. SCHEDULE H—SERVICE LEVEL AGREEMENTS The table below sets forth the Service Level Agreements to be met by Pharmacy Operators in carrying out this Agreement and the associated monetary penalty (“Monetary Penalty”) BEI/GG may recover for each violation by PharMerica or another Pharmacy Operator of the corresponding Service Level Loan Agreement. SERVICE LEVEL AGREEMENT MONETARY PENALTY 1. * * 2. * * 3. * * 4. * * 5. * * 6. * * 7. * * 8. * * [*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. SCHEDULE I - FORM OF ACKNOWLEDGMENT AND JOINDER AGREEMENT This Acknowledgment If this letter correctly states your understanding of our agreements concerning the matters referred to herein, please indicate your acceptance hereof and Joinder Agreement (agreement hereto by executing copies of this “Agreement”) is made as of the day of , 2006, between PHARMERICA, INC. (“PharMerica”), a Delaware corporation, and (“Company”), a [ ]. Capitalized terms that are not defined in this Agreement shall be as defined letter in the Pharmacy Services Agreement (the “Pharmacy Services Agreement”) dated as of July 1space provided below. THIS CONSTRUCTION LOAN AGREEMENT, 2006TOGETHER WITH ALL OTHER CREDIT DOCUMENTS, between PharMerica and Ceres StrategiesCONSTITUTES A WRITTEN LOAN AGREEMENT AND REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES TO IT AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, Inc. (“Ceres”).CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. Very truly yours, CHASE BANK OF TEXAS, NATIONAL ASSOCIATION By: /s/ Xxxxx Xxxxxx ------------------------------------ Name: Xxxxx Xxxxxx ---------------------------------- Title: Senior Vice President ---------------------------------
Appears in 1 contract
Miscellaneous Agreements. Notwithstanding any contrary provision in this Schedule E or the Agreement to which this Schedule E is attached, PharMerica and Ceres acknowledge and agree that the planning for, installation of and ongoing oversight of the EMMS requires considerable dedicated resources, both personnel and technology, and that, without the fulfillment by the other of the other’s commitments contained in this Schedule E, the EMMS cannot be installed and operated successfully at the designated Facilities. In amplification of the foregoing, PharMerica shall not be responsible for any delays in implementing the EMMS caused by the failure of a Ceres Party to satisfy the requirements imposed on the Ceres Parties under this Schedule E in a timely manner provided (a) PharMerica notifies Ceres promptly following a failure by a Ceres Party to meet any such requirement, and (b) the Ceres Party fails to correct such failure within * days following such notice. None of the Technology Roadmap, the Work Plan or the Implementation Schedule shall be binding on PharMerica and Ceres until approved in writing by the respective chief executive officer of PharMerica and Ceres, which approval shall not be unreasonably withheld, conditioned, or delayed. All disputes regarding this Schedule E shall be resolved in accordance with the applicable provisions of the Agreement to which this Schedule E is attached. [*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. SCHEDULE F – SAMPLE PHARMACY BILLING STATEMENT PharMerica **** [*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. SCHEDULE H—SERVICE LEVEL AGREEMENTS The table below sets forth the Service Level Agreements to be met by Pharmacy Operators in carrying out this Agreement and the associated monetary penalty (“Monetary Penalty”) BEI/GG may recover for each violation by PharMerica or another Pharmacy Operator of the corresponding Service Level Agreement. SERVICE LEVEL AGREEMENT MONETARY PENALTY 1. * * 2. * * 3. * * 4. * * 5. * * 6. * * 7. * * 8. * * [*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. SCHEDULE I - FORM OF ACKNOWLEDGMENT AND JOINDER AGREEMENT This Acknowledgment and Joinder Agreement (this “Agreement”) is made as of the day of , 2006, between PHARMERICA, INC. (“PharMerica”), a Delaware corporation, and (“Company”), a [ ]. Capitalized terms that are not defined in this Agreement shall be as defined in the Pharmacy Services Agreement (the “Pharmacy Services Agreement”) dated as of July 1, 2006, between PharMerica and Ceres Strategies, Inc. (“Ceres”).
Appears in 1 contract
Samples: Services Agreement
Miscellaneous Agreements. Notwithstanding Seller, during the term of this Agreement, will (i) operate and maintain the Property in substantially the same manner as it has heretofore operated and maintained the same, subject to the rights of Tenants under the Leases as in effect on the date hereof, (ii) not, without Purchaser's consent, which consent Purchaser agrees not to unreasonably withhold or delay, enter into any contrary provision new service, maintenance or operating agreement unless the same may be terminated by Seller (and, after the Closing, by Purchaser) upon not more than thirty (30) days written notice without the payment of any premium or penalty by Purchaser, (iii) not enter into any leases for all or any portion of the Property nor modify, amend, supplement, extend, renew or terminate any existing Lease or consent to the surrender or assignment of any existing Lease or to any subleasing under any existing Lease, in each case without Purchaser's prior consent, which consent Purchaser agrees not to unreasonably withhold or delay (any such lease, amendment, supplement, extension, renewal or termination with Purchaser's consent being herein a "NEW LEASE"), and if Purchaser shall consent or not object to a New Lease, Schedule D hereof shall be amended to include the appropriate information, (iv) not take any action which will or would cause any of the representations or warranties in this Schedule E or the Agreement to which this Schedule E is attached, PharMerica and Ceres acknowledge and agree that the planning for, installation of and ongoing oversight of the EMMS requires considerable dedicated resources, both personnel and technology, and that, without the fulfillment by the other of the other’s commitments contained in this Schedule E, the EMMS cannot become untrue or be installed and operated successfully at the designated Facilities. In amplification of the foregoing, PharMerica shall not be responsible for any delays in implementing the EMMS caused by the failure of a Ceres Party to satisfy the requirements imposed on the Ceres Parties under this Schedule E in a timely manner provided (a) PharMerica notifies Ceres promptly following a failure by a Ceres Party to meet any such requirementviolated, and (bv) the Ceres Party fails to correct such failure within * days following such notice. None not apply any of the Technology Roadmapsecurity deposits, in whole or in part, given by Tenants under the Leases to the payment of delinquent rent. Seller shall deliver to Purchaser a notice of each proposed action hereunder, stating, if applicable, whether Seller is willing to consent to such action and setting forth the relevant information therefor and, if applicable, the Work Plan number of days within which Seller must respond to the proposed action under the terms of the applicable Lease or other agreement, and any other material information supplied to Seller as to the Implementation Schedule proposed action. Purchaser shall have ten (10) days after delivery to it of such notice and information to determine whether or not to approve such action. If Purchaser shall not give notice of its disapproval within such ten (10) day period, Purchaser shall be binding on PharMerica and Ceres until deemed to have approved in writing by the respective chief executive officer of PharMerica and Ceres, which approval shall such action. If any Lease or other agreement (or any provision thereof) requires that Seller's consent not be unreasonably withheld, conditioned, withheld or delayed, then Purchaser shall not unreasonably delay or withhold its consent to such action. All disputes regarding this Schedule E If any Lease or other agreement provides Seller with fewer than ten (10) days within which to grant any such approval or disapproval, such ten (10) day period provided for above shall be resolved reduced to two (2) days less than the number of days provided for in accordance with such Lease or other agreement. Notwithstanding anything to the applicable provisions contrary set forth in this Section 6(b) or elsewhere in this Agreement, during the Contingency Period, Seller reserves the right to negotiate the purchase and sale of the Agreement to which this Schedule E is attached. [*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. SCHEDULE F – SAMPLE PHARMACY BILLING STATEMENT PharMerica **** [*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. SCHEDULE H—SERVICE LEVEL AGREEMENTS The table below sets forth the Service Level Agreements to be met by Pharmacy Operators in carrying out this Agreement and the associated monetary penalty (“Monetary Penalty”) BEI/GG may recover for each violation by PharMerica or another Pharmacy Operator of the corresponding Service Level Agreement. SERVICE LEVEL AGREEMENT MONETARY PENALTY 1. * * 2. * * 3. * * 4. * * 5. * * 6. * * 7. * * 8. * * [*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. SCHEDULE I - FORM OF ACKNOWLEDGMENT AND JOINDER AGREEMENT This Acknowledgment and Joinder Agreement (this “Agreement”) is made as of the day of , 2006, between PHARMERICA, INC. (“PharMerica”), a Delaware corporation, and (“Company”), a [ ]. Capitalized terms that are not defined in this Agreement shall be as defined in the Pharmacy Services Agreement (the “Pharmacy Services Agreement”) dated as of July 1, 2006, between PharMerica and Ceres Strategies, Inc. (“Ceres”)Property with other prospective purchasers.
Appears in 1 contract
Samples: Copart Inc
Miscellaneous Agreements. Notwithstanding any contrary provision in this Schedule E or the Agreement to which this Schedule E is attached, PharMerica and Ceres acknowledge and agree that the planning for, installation of and ongoing oversight of the EMMS requires considerable dedicated resources, both personnel and technology, and that, without the fulfillment by the other of the other’s commitments contained in this Schedule E, the EMMS cannot be installed and operated successfully at the designated Facilities. In amplification of the foregoing, PharMerica shall not be responsible for any delays in implementing the EMMS caused by the failure of a Ceres Party to satisfy the requirements imposed on the Ceres Parties under this Schedule E in a timely manner provided (a) PharMerica notifies Ceres promptly following a failure by a Ceres Party to meet any such requirement, and (b) the Ceres Party fails to correct such failure within * sixty (60) days following such notice. None of the Technology Roadmap, the Work Plan or the Implementation Schedule shall be binding on PharMerica and Ceres until approved in writing by the respective chief executive officer of PharMerica and Ceres, which approval shall not be unreasonably withheld, conditioned, or delayed. All disputes regarding this Schedule E shall be resolved in accordance with the applicable provisions of the Agreement to which this Schedule E is attached. [*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. SCHEDULE F – SAMPLE PHARMACY BILLING STATEMENT PharMerica **[LOGO] DUE FROM: TEST HOME BROCKTON BROCKTON, MA REMIT TO: PHARMERICA XX XXX 000000 XXXXXXX, XX 00000-0000 800-966-3000 31111-UB17 IMPORTANT: PLEASE RETURN THIS PAGE WITH PAYMENT OPEN INVOICE LISTING AS OF 6/30/06 (** [= PAST DUE) ACCOUNT NUMBER: 0000-000-00000 INV DATE INVOICE# INVOICE AMOUNT AMOUNT DUE DUE DATE INDICATE REMIT AMT 6/30/2006 710800260630 8/29/06 5/31/2006 710800260531 3.72 3.72 7/30/06 4/30/2006 710800260430 3.72 3.72 *] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT * 6/29/06 TOTAL: PLEASE SEND TO THE OMITTED PORTIONS. PHARMERICA A COMPLETED REQUEST FOR CORRECTION TO PHARMACY INVOICE FORM 710808000020000000000749D SCHEDULE H—H – SERVICE LEVEL AGREEMENTS The table below sets forth the Service Level Agreements to be met by Pharmacy Operators in carrying out this Agreement and the associated monetary penalty (“Monetary Penalty”) BEI/GG may recover for each violation by PharMerica or another Pharmacy Operator of the corresponding Service Level Agreement. SERVICE LEVEL AGREEMENT MONETARY PENALTY 1. * * 2. * * 3. * * 4. * * 5. * * 6. * * 7. * * 8. * * [*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. SCHEDULE I - FORM OF ACKNOWLEDGMENT AND JOINDER AGREEMENT This Acknowledgment and Joinder Agreement (this “Agreement”) is made as of the day of , 2006, between PHARMERICA, INC. (“PharMerica”), a Delaware corporation, and (“Company”), a [ ]. Capitalized terms that are not defined in this Agreement shall be as defined in the Pharmacy Services Agreement (the “Pharmacy Services Agreement”) dated as of July 1, 2006, between PharMerica and Ceres Strategies, Inc. (“Ceres”).
Appears in 1 contract
Miscellaneous Agreements. Notwithstanding any contrary provision See Appendix I [illegible], corridors and stairways shall be thoroughly cleaned at least once per week and treated with an appropriate maintenance agent. Balconies shall be cleared of snow and ice. If difficulties arise in cleaning the building and removing snow and ice, the Lessor shall be entitled to hire a third party. The costs shall be allocated according to a suitable standard within reasonable discretion. The cleaning of objects, machines, equipment, and installations may only take place within the lease property. The Lessee shall clean the bathroom basins and washbasin drainage channels, etc., which it exclusively uses and have obstructions of such drainage channels removed immediately at its own expense. It shall be liable for its employees and customers. [illegible] dirt caused on the real property, the Lessee shall remedy this Schedule E or immediately. The placement and laying of objects (boxes, goods and the Agreement to which this Schedule E is attached, PharMerica and Ceres acknowledge and agree that the planning for, installation of and ongoing oversight like) outside of the EMMS requires considerable dedicated resources, both personnel and technology, and that, without the fulfillment by the other of the other’s commitments contained in this Schedule E, the EMMS cannot be installed and operated successfully at the designated Facilities. In amplification of the foregoing, PharMerica lease property shall not be responsible for any delays in implementing permitted. Motorcycles, mopeds and similar vehicles may only be housed with the EMMS caused by the failure of a Ceres Party to satisfy the requirements imposed on the Ceres Parties under this Schedule E in a timely manner provided (a) PharMerica notifies Ceres promptly following a failure by a Ceres Party to meet any such requirement, and (b) the Ceres Party fails to correct such failure within * days following such notice. None consent of the Technology RoadmapLessor in the appropriate rooms provided for them, the Work Plan or the Implementation Schedule shall be binding on PharMerica and Ceres until approved in writing by the respective chief executive officer of PharMerica and Ceresif any, which approval shall not be unreasonably withheld, conditioned, or delayed. All disputes regarding this Schedule E shall be resolved in accordance with the applicable provisions police regulations. The placement and parking of vehicles in the courtyard shall only be permissible with the consent of the Agreement Lessor. Consent should be given in writing. The windows must be kept closed during storms, rain or snow. Any damage to the roof which this Schedule E is attachednoticed and any penetration of the rain shall be immediately reported to the Lessor. The building's garbage shall be broken down and emptied into the barrels which are set up. Care shall be taken to ensure that nothing is spilled on the stairways, the building entrance or the locations at which the barrels are set up; if necessary, the Lessee shall promptly provide the necessary cleaning. Ashes may only be emptied into the containers designated therefor after they have cooled. [*illegible] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSIONpackaging material or similar waste which arises from commercial activity may not be emptied into general building garbage containers. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. SCHEDULE F – SAMPLE PHARMACY BILLING STATEMENT PharMerica **** [*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. SCHEDULE H—SERVICE LEVEL AGREEMENTS The table below sets forth the Service Level Agreements to be met by Pharmacy Operators in carrying out this Agreement and the associated monetary penalty Entrances which have doors (“Monetary Penalty”basement, floor, shop, storage room, etc.) BEI/GG may recover for each violation by PharMerica or another Pharmacy Operator of the corresponding Service Level Agreement. SERVICE LEVEL AGREEMENT MONETARY PENALTY 1. * * 2. * * 3. * * 4. * * 5. * * 6. * * 7. * * 8. * * [*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. SCHEDULE I - FORM OF ACKNOWLEDGMENT AND JOINDER AGREEMENT This Acknowledgment and Joinder Agreement (this “Agreement”) is made as of the day of , 2006, between PHARMERICA, INC. (“PharMerica”), a Delaware corporation, and (“Company”), a [ ]. Capitalized terms that are not defined in this Agreement shall be as kept closed at all times. If closure times are defined for the building door, they shall be observed. The Lessor may make appropriate directives if maintenance of peace and order in the Pharmacy Services Agreement (building requires modifications of and addenda to these building regulations. [blank], May 24, 1995 Lessor Lessee [signature] [signature] XXXXXXX-XXXXXXXXXX GbR Eschborner Landstr. 42-50 60489 Frankfurt Appendix 1 to the “Pharmacy Services Agreement”) lease contract dated as of July 1May 24, 20061995 between Xxxxxxx-Xxxxxxxxxx GbR, between PharMerica Eschborner Xxxxxxxxxxx 00-00 0000 Xxxxxxxxx 00 - Xxxxxx - and Ceres StrategiesSequenom Instruments GmbH, Inc. (“Ceres”).Xxxxxx-Xxxxxx-Xxxx-Xxxxx 0, 00000 Xxxxxxx - Lessee -
Appears in 1 contract
Samples: Sequenom Inc
Miscellaneous Agreements. Notwithstanding any contrary provision in this Schedule E or the Agreement to which this Schedule E is attached, PharMerica and Ceres acknowledge and agree that the planning for, installation of and ongoing oversight of the EMMS requires considerable dedicated resources, both personnel and technology, and that, without the fulfillment by the other of the other’s commitments contained in this Schedule E, the EMMS cannot be installed and operated successfully at the designated Facilities. In amplification of the foregoing, PharMerica The Lender shall not be responsible obligated to the Borrower to determine that any subcontractor has not breached any of its agreements with the Borrower, nor will the Lender for any delays in implementing reason assume (or be construed to have assumed) any of the EMMS caused obligations of the Borrower to any subcontractor or of any subcontractor to the Borrower. This Agreement constitutes the entire agreement of the parties, supersedes and cancels any prior understandings or written or oral agreements between the parties concerning the matters covered herein, including without limitation, advances hereunder, and can be modified or varied only by a written instrument subscribed to by all of the parties hereto; provided, however, that all written or oral representations made by the failure Borrower to the Lender with respect to the subject matter hereof shall survive the execution of a Ceres Party this Agreement. The Lender has no commitment to satisfy lend sums to the requirements imposed on Borrower other than as specifically set forth herein and in the Ceres Parties under other Credit Documents. If there are any conflicts or inconsistencies between this Schedule E in a timely manner provided (a) PharMerica notifies Ceres promptly following a failure by a Ceres Party to meet Agreement and any such requirement, and (b) the Ceres Party fails to correct such failure within * days following such notice. None of the Technology Roadmapother Credit Documents, this Agreement shall prevail and control. This Agreement shall bind and benefit the Work Plan or parties hereto and their respective heirs, legal representatives, successors and assigns. However, any attempted assignment of any rights of the Implementation Schedule Borrower hereunder without the prior written consent of the Lender shall be binding on PharMerica and Ceres until approved in writing by the respective chief executive officer of PharMerica and Ceresvoid. Any notice, which approval shall not request or other communication required or permitted to be unreasonably withheld, conditioned, or delayed. All disputes regarding this Schedule E given hereunder shall be resolved given in accordance with the applicable provisions terms of the Agreement to which this Schedule E is attached. [*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. SCHEDULE F – SAMPLE PHARMACY BILLING STATEMENT PharMerica **** [*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. SCHEDULE H—SERVICE LEVEL AGREEMENTS The table below sets forth the Service Level Agreements to be met by Pharmacy Operators in carrying out this Agreement and the associated monetary penalty (“Monetary Penalty”) BEI/GG may recover for each violation by PharMerica or another Pharmacy Operator of the corresponding Service Level Loan Agreement. SERVICE LEVEL AGREEMENT MONETARY PENALTY 1. * * 2. * * 3. * * 4. * * 5. * * 6. * * 7. * * 8. * * [*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. SCHEDULE I - FORM OF ACKNOWLEDGMENT AND JOINDER AGREEMENT This Acknowledgment If this letter correctly states your understanding of our agreements concerning the matters referred to herein, please indicate your acceptance hereof and Joinder Agreement (agreement hereto by executing copies of this “Agreement”) is made as of the day of , 2006, between PHARMERICA, INC. (“PharMerica”), a Delaware corporation, and (“Company”), a [ ]. Capitalized terms that are not defined in this Agreement shall be as defined letter in the Pharmacy Services Agreement (the “Pharmacy Services Agreement”) dated as of July 1space provided below. THIS CONSTRUCTION LOAN AGREEMENT, 2006TOGETHER WITH ALL OTHER CREDIT DOCUMENTS, between PharMerica and Ceres StrategiesCONSTITUTES A WRITTEN LOAN AGREEMENT AND REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES TO IT AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, Inc. (“Ceres”).CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. Very truly yours, CHASE BANK OF TEXAS, NATIONAL ASSOCIATION By: /s/ Xxxxx X. Xxxxxx ---------------------------------- Name: Xxxxx X. Xxxxxx -------------------------------- Title: Vice President -------------------------------
Appears in 1 contract
