Common use of Closure of a Facility Clause in Contracts

Closure of a Facility. Notwithstanding any contrary provision of this Agreement, if any Ceres Party decides to cease patient care operations at a Facility permanently by closure of such Facility and surrender of the applicable licenses, registrations and certifications for the Facility (provided however, that the applicable Ceres Party shall have the right to retain any bed rights), or if any Ceres Party decides to elect, upon the expiration of the term of a lease, sublease, management agreement or other arrangement with respect to a Facility, not to renew or continue such lease, sublease, management agreement or other arrangement, Ceres (i) shall provide advance notice to PharMerica of such decision promptly, (ii) shall provide notice to PharMerica contemporaneous to such closure or expiration, and (iii) may, subject to satisfaction of the foregoing conditions, Withdraw such Facility upon the effective date of the closure of such Facility or such expiration without such action constituting a breach of this Agreement or otherwise giving rise to any penalty, payment or liability under this Agreement.