Common use of Closure of a Pharmacy Clause in Contracts

Closure of a Pharmacy. If PharMerica or any other Pharmacy Operator decides to cease pharmacy operations at any Pharmacy by closure of such Pharmacy and surrender of the applicable licenses, registrations and certifications for the Pharmacy, (i) PharMerica shall provide advance notice of such decision to Ceres promptly, but in no event later than * days prior to the date of closure, (ii) PharMerica shall provide notice to Ceres contemporaneous to such closure, (iii) PharMerica may, subject to satisfaction of the foregoing conditions, complete such closure of such Pharmacy without such action constituting a breach of this Agreement, and (iv) Ceres shall Withdraw the Facility(ies) served by such Pharmacy upon the effective date of the closure of such Pharmacy; provided, however, if PharMerica represents and warrants to Ceres in writing, no later than * days prior to such effective date, which representation and warranty shall survive such effective date, that one or more alternative Pharmacies will continue, from and after such effective date on an uninterrupted basis, to provide Products and Services to the Facility(ies) served by the to-be-closed Pharmacy in a manner that would satisfy the terms and conditions of this Agreement, Ceres shall not be permitted to Withdraw the subject Facility(ies) and this Agreement shall continue in full force and effect with respect to the Ceres Parties’ obligations regarding such Facility(ies). [*] 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.

Closure of a Pharmacy. If PharMerica or any other Pharmacy Operator decides to cease pharmacy operations at any Pharmacy by closure of such Pharmacy and surrender of the applicable licenses, registrations and certifications for the Pharmacy, (i) PharMerica shall provide advance notice of such decision to Ceres promptly, but in no event later than * forty-five (45) days prior to the date of closure, (ii) PharMerica shall provide notice to Ceres contemporaneous to such closure, (iii) PharMerica may, subject to satisfaction of the foregoing conditions, complete such closure of such Pharmacy without such action constituting a breach of this Agreement, and (iv) Ceres shall Withdraw the Facility(ies) served by such Pharmacy upon the effective date of the closure of such Pharmacy; provided, however, if PharMerica represents and warrants to Ceres in writing, no later than * thirty (30) days prior to such effective date, which representation and warranty shall survive such effective date, that one or more alternative Pharmacies will continue, from and after such effective date on an uninterrupted basis, to provide Products and Services to the Facility(ies) served by the to-be-closed Pharmacy in a manner that would satisfy the terms and conditions of this Agreement, Ceres shall not be permitted to Withdraw the subject Facility(ies) and this Agreement shall continue in full force and effect with respect to the Ceres Parties’ obligations regarding such Facility(ies). [*] 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.