Common use of Complete Termination Clause in Contracts

Complete Termination. At the end of the Initial Term and any Term Extension (as defined in this Section 4(b) below), the term of this Agreement automatically shall be extended for an additional period of one year (a “Term Extension”) with respect to the Companies and each Facility that is then subject to this Agreement, unless Ceres or PharMerica gives notice to the other (a “Termination Notice”), at least ninety (90) days prior to the last day of the Initial Term or the Term Extension, as the case may be, that this Agreement shall not be further extended. A Termination Notice by Ceres shall not be deemed effective until the Termination Notice specifies a date for each of the Facilities (each, a “Termination Date”), on which the PharMerica Entities are to cease providing Products and Services to that Facility. The Termination Date as to any Facility shall be a date after the last day of the Initial Term or the Term Extension, as the case may be, and on or before February 28 (February 29, in the case of a leap year) of the calendar year that immediately follows the last day of the Initial Term or the Term Extension, as the case may be. In the event that Ceres gives PharMerica a Termination Notice under this Section 4(b), Ceres shall designate no fewer than two of its representatives who will work with PharMerica to develop a transition plan to a new institutional pharmacy provider for each Facility. In the event that PharMerica gives Ceres a Termination Notice under this Section 4(b), PharMerica shall designate no fewer than two of its representatives who will work with Ceres to develop a transition plan to a new institutional pharmacy provider for each Facility, including a Termination Date for each Facility that is after the last day of the Initial Term or the Term Extension, as the case may be, and on or before February 28 (February 29, in the case of a leap year) of the calendar year that immediately follows the last day of the Initial Term or the Term Extension, as the case may be.

Complete Termination. At the end of the Initial Term and any Term Extension (as defined in this Section 4(b) below), the term of this Agreement automatically shall be extended for an additional period of one year (a “Term Extension”) with respect to the Companies and each Facility that is then subject to this Agreement, unless Ceres or PharMerica gives notice to the other (a “Termination Notice”), at least ninety (90) days prior to the last day of the Initial Term or the Term Extension, as the case may be, that this Agreement shall not be further extended. A Termination Notice by Ceres shall not be deemed effective until the Termination Notice specifies a date for each of the Facilities (each, a “Termination Date”), on which the PharMerica Entities are to cease providing Products and Services to that Facility. The Termination Date as to any Facility shall be a date after the last day of the Initial Term or the Term Extension, as the case may be, and on or before February 28 (February 29, in the case of a leap year) of the calendar year that immediately follows the last day of the Initial Term or the Term Extension, as the case may be. In the event that Ceres gives PharMerica a Termination Notice under this Section 4(b), Ceres shall designate no fewer than two of its representatives who will work with PharMerica to develop a transition plan to a new institutional pharmacy provider for each Facility. In the event that PharMerica gives Ceres a Termination Notice under this Section 4(b), PharMerica shall designate no fewer than two of its representatives who will work with Ceres to develop a transition plan to a new institutional pharmacy provider for each Facility, including a Termination Date for each Facility that is after the last day of the Initial Term or the Term Extension, as the case may be, and on or before February 28 (February 29, in the case of a leap year) of the calendar year that immediately follows the last day of the Initial Term or the Term Extension, as the case may be. [*] 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.