Common use of Contract Assumption Clause in Contracts

Contract Assumption. Section 2.04 of the Disclosure Schedule sets forth a list of all executory Contracts and unexpired leases to which one or more of the Sellers are party and which are to be included in the Purchased Assets (the "Designated Contracts"). The Purchaser shall have the right to make initial deletions to Section 2.04 of the Disclosure Schedule up to and including the seventh Business Day after the date hereof, subject to the procedures set forth in Section 5.15(a) of this Agreement. Sellers shall, at the written direction of the Purchaser delivered no later than seven days prior to the Final Sale Hearing, direct the Sellers to add Designated Contracts to Section 2.04 to the Disclosure Schedule and provide notice of same to the non-debtor party to the Designated Contract to be assigned to the Purchaser. The Sellers and Purchaser acknowledge and agree that (i) the Purchaser shall not assume any purchase commitment or purchase order of the Sellers to the extent that the price per unit in such purchase commitment or purchase order has increased by more than 2% above the price per unit for that style item charged by the vendor in any purchase commitment or purchase order that has been entered into by the Sellers in the Ordinary Course of the Business during the three-month period immediately preceding the date hereof, and (ii) the Purchaser shall not assume any sales commitment or sales order of the Sellers to the extent that the price per unit in such sales commitment or sales order has decreased by more than 2% of the price per unit for that that style item charged to the customer in any such sale commitment or sales order in the Ordinary Course of the Business during the three-month period immediately preceding the date hereof. Such non-assumed Contract shall be deemed to no longer be a Designated Contract. At Closing, subject to the approval of the Bankruptcy Court and except to the extent any such Designated Contracts are deemed Excluded Assets by virtue of Section 2.01(b)(xi) above, the Sellers shall assume and then assign to the Purchaser, and the Purchaser shall assume from the Sellers, the Designated Contracts. The Sellers shall be exclusively responsible for and bear, any and all cure and reinstatement costs and expenses for services rendered before the Closing Date (collectively, the "Cure Costs") and relating to the assumption and assignment of the Designated Contracts.

Contract Assumption. Section 2.04 of the Disclosure Schedule sets forth a list of all executory Contracts and unexpired leases to which one or more of the Sellers are party and which are to be included in the Purchased Assets (the "“Designated Contracts"”). The Purchaser shall have the right to make initial deletions to Section 2.04 of the Disclosure Schedule up to and including the seventh Business Day after the date hereof, subject to the procedures set forth in Section 5.15(a) of this Agreement. Sellers shall, at the written direction of the Purchaser delivered no later than seven days prior to the Final Sale Hearing, direct the Sellers to add Designated Contracts to Section 2.04 to the Disclosure Schedule and provide notice of same to the non-debtor party to the Designated Contract to be assigned to the Purchaser. The Sellers and Purchaser acknowledge and agree that (i) the Purchaser shall not assume any purchase commitment or purchase order of the Sellers to the extent that the price per unit in such purchase commitment or purchase order has increased by more than 2% above the price per unit for that style item charged by the vendor in any purchase commitment or purchase order that has been entered into by the Sellers in the Ordinary Course of the Business during the three-month period immediately preceding the date hereof, and (ii) the Purchaser shall not assume any sales commitment or sales order of the Sellers to the extent that the price per unit in such sales commitment or sales order has decreased by more than 2% of the price per unit for that that style item charged to the customer in any such sale commitment or sales order in the Ordinary Course of the Business during the three-month period immediately preceding the date hereof. Such non-assumed Contract shall be deemed to no longer be a Designated Contract. At Closing, subject to the approval of the Bankruptcy Court and except to the extent any such Designated Contracts are deemed Excluded Assets by virtue of Section 2.01(b)(xi) above, the Sellers shall assume and then assign to the Purchaser, and the Purchaser shall assume from the Sellers, the Designated Contracts. The Sellers shall be exclusively responsible for and bear, any and all cure and reinstatement costs and expenses for services rendered before the Closing Date (collectively, the "“Cure Costs"”) and relating to the assumption and assignment of the Designated Contracts.

Contract Assumption. Section 2.04 of the Disclosure (a) Schedule 2.4(a) hereto sets forth a list of all executory Contracts and unexpired contracts and leases to which one or more of the Sellers are party and which are to be included in the Purchased Acquired Assets (the "Designated Contracts"). The Purchaser shall have the right to make initial deletions to Section 2.04 of the Disclosure Schedule up to and including the seventh Business Day after the date hereof, subject to the procedures set forth in Section 5.15(a) of this Agreement. Sellers shall, at the written direction of the Purchaser delivered no later than seven days prior to the Final Sale Hearing, direct the Sellers to add Designated Contracts to Section 2.04 to the Disclosure Schedule and provide notice of same to the non-debtor party to the Designated do not include any vendor Contract to be assigned to the Purchaser. The Sellers and Purchaser acknowledge and agree that (i) the Purchaser shall that is not assume any purchase commitment or purchase order of the Sellers material to the extent that the price per unit in such purchase commitment or purchase order has increased by more than 2% above the price per unit for that style item charged by the vendor in any purchase commitment or purchase order that has been entered into by the Sellers in the Ordinary Course of the Business during the three-month period immediately preceding the date hereofAcquired Business, and (ii) the Purchaser shall not assume any sales commitment with respect to which vendor Contract (a) payments from a Seller or sales order of the Sellers to the extent that the price per unit in such sales commitment or sales order has decreased by more than 2% of the price per unit for that that style item charged to the customer in any such sale commitment or sales order in the Ordinary Course of the Business during the three12-month period immediately preceding prior to the date hereofClosing Date do not exceed $50,000 in amount or (b) any party thereto may cancel or terminate such Contract at will or on notice of 30 days or less. Such non-assumed For purposes of this Section 2.4(a), a vendor Contract shall be deemed material to no longer be the Acquired Business is a Designated Contractvendor Contract which involves payments of greater than $250,000. At the Closing, subject to the approval of the Mariner Bankruptcy Court Courts, and except to the extent any such Designated Contracts are deemed Excluded Assets by virtue of Section 2.01(b)(xi2.1(b)(viii) above, the Sellers shall assume and then assign to the Purchaser, and the Purchaser shall assume from the Sellers, the Designated Contracts. The Sellers shall make provision for the payment of, and be exclusively responsible for and bear, any and all bear the cure and reinstatement costs and expenses for services rendered before the Closing Date (collectively, the "Cure Costs") and relating to the assumption and assignment of the Designated Contracts; provided, however, that notwithstanding any provision in this Agreement to the contrary, Purchaser shall be obligated to pay the full amount of any Cure Costs arising from Purchaser's inclusion in the Designated Contracts under or pursuant to this Agreement any Contract (other than any Real Property Lease) which is not identified as a Designated Contract under or pursuant to that certain Asset Purchase Agreement dated as of September 24, 2001 by and among MPAN, MHG, Sellers, Genesis Health Ventures, Inc. and NeighborCare Pharmacy Services, Inc. Purchaser shall provide such support for and evidence of adequate assurance of future performance as may be reasonably requested by Sellers in connection with any hearing before the Mariner Bankruptcy Courts in connection with the approval by the Mariner Bankruptcy Courts of the assumption and assignment of the Designated Contracts.

Contract Assumption. Section 2.04 of the Disclosure (a) Schedule 2.4(a) hereto sets forth a list of all executory Contracts and unexpired contracts and leases to which one or more of the Sellers are party and which are to be included in the Purchased Acquired Assets (the "Designated Contracts"). The Purchaser, at its sole and absolute discretion, may revise Schedule 2.4(a) until the date and time of the hearing held by the Mariner Bankruptcy Courts on the Bidding Procedures Order by adding or deleting from Schedule 2.4(a) any one or more of the Contracts set forth on Schedule 5.4(a) or Schedule 5.4(d); provided however, that Purchaser shall have the right be obligated to make initial deletions pay 50% of any additional Cure Costs arising directly from Purchaser's addition to Section 2.04 of the Disclosure Schedule up to and including the seventh Business Day 2.4(a) after the date hereofhereof of any Contract set forth on Schedule 5.4(d) on this date. In addition, subject until the date and time of the hearing held by the Mariner Bankruptcy Courts on the Bidding Procedures Order, Purchaser may revise Schedule 2.4(a) with respect to the procedures set forth description of Independent Facility Contracts in order to conform the description of such Contracts with the updated description to be provided by Sellers on Schedule 5.4(b)(i) following the date hereof in accordance with Section 5.15(a5.4(b) of this Agreementhereof. Sellers shall, Other than at the written direction election of the Purchaser delivered no later than seven days prior to the Final Sale HearingPurchaser, direct the Sellers to add Designated Contracts to Section 2.04 to the Disclosure Schedule and provide notice of same to the non-debtor party to the Designated do not include any vendor Contract to be assigned to the Purchaser. The Sellers and Purchaser acknowledge and agree that (i) the Purchaser shall that is not assume any purchase commitment or purchase order of the Sellers material to the extent that the price per unit in such purchase commitment or purchase order has increased by more than 2% above the price per unit for that style item charged by the vendor in any purchase commitment or purchase order that has been entered into by the Sellers in the Ordinary Course of the Business during the three-month period immediately preceding the date hereofAcquired Business, and (ii) the Purchaser shall not assume any sales commitment with respect to which vendor Contract (a) payments from a Seller or sales order of the Sellers to the extent that the price per unit in such sales commitment or sales order has decreased by more than 2% of the price per unit for that that style item charged to the customer in any such sale commitment or sales order in the Ordinary Course of the Business during the three12-month period immediately preceding prior to the date hereofClosing Date do not exceed $50,000 in amount or (b) any party thereto may cancel or terminate such Contract at will or on notice of 30 days or less. Such non-assumed For purposes of this Section 2.4(a), a vendor Contract shall be deemed material to no longer be the Acquired Business is a Designated Contractvendor Contract which involves payments of greater than $250,000. At the Closing, subject to the approval of the Mariner Bankruptcy Court Courts, and except to the extent any such Designated Contracts are deemed Excluded Assets by virtue of Section 2.01(b)(xi2.1(b)(viii) above, the Sellers shall assume and then assign to the Purchaser, and the Purchaser shall assume from the Sellers, the Designated Contracts. The Except to the extent otherwise set forth above in this Section 2.4(a), Sellers shall make provision for the payment of, and be exclusively responsible for and bear, any and all bear the cure and reinstatement costs and expenses for services rendered before the Closing Date (collectively, the "Cure Costs") and relating to the assumption and assignment of the Designated Contracts. Purchaser shall provide such support for and evidence of adequate assurance of future performance as may be reasonably requested by Sellers in connection with any hearing before the Mariner Bankruptcy Courts in connection with the approval by the Mariner Bankruptcy Courts of the assumption and assignment of the Designated Contracts.

Contract Assumption. Section 2.04 of the Disclosure (a) Schedule 2.4A sets forth a list of all executory Contracts contracts and unexpired leases related to which one the Acquired Assets (other than Non Filing Seller Contracts) that Purchaser has elected to have Sellers assume and assign to Purchaser or more Purchaser’s Designees at Closing (including assumptions and assignments that would occur upon consummation of the option transactions referred to in Sections 9, 10 and 11) (“Schedule 2.4A Contracts”). Schedule 2.4B sets forth a list of executory contracts or unexpired leases (other than Non Filing Seller Contracts) that Purchaser may elect to have Sellers assume and assign to Purchaser or Purchaser’s Designees at Closing (“Schedule 2.4B Contracts” and, together with the Schedule 2.4A Contracts, the “Specified Contracts” and each, individually, a “Specified Contract”). Except as provided in Section 2.4(d) below, Purchaser shall have until July 15, 2001 to designate (i) the Pre-petition Contracts it wishes Sellers to assume and assign to Purchaser at Closing and (ii) the Contracts (other than Non Filing Seller Contracts) entered into subsequent to the commencement of the Chapter 11 Cases it wishes to have Sellers assign to Purchaser at Closing (such date being referred to as the “Contract Designation Date”). In all cases, appropriate additions and deletions to Schedule 2.4A shall be made to reflect such elections by Purchaser when made. The Contracts listed on Schedule 2.4A and any other Contracts (other than Non Filing Seller Contracts) designated by Purchaser on or prior to the Contract Designation Date in accordance with the terms of Sections 2.4(a) and 2.4(b) hereof, are party referred to as the “Designated Contracts” and which each, individually, a “Designated Contract.” The procedures for assumption and assignment of the Designated Contracts shall be mutually acceptable to Purchaser and Sellers. In addition to Purchaser’s rights under Section 2.4 hereof, Sellers shall permit Purchaser to include as Designated Contracts, Contracts that are not so designated (including contracts that are excluded) as of the date hereof during the 20 days following the date hereof. 5 (b) If prior to the Closing, any Party becomes aware of any executory Contract or unexpired lease not set forth on Schedule 2.4A, Schedule 2.4B or Schedule 2.4D (each an “Undisclosed Contract”), the discovering Party shall immediately notify the other Parties in writing of such Undisclosed Contract, and Purchaser may elect, no later than the later of (i) 20 days after such notice and (ii) the Contract Designation Date or the Non Filing Seller Contracts Designation Date, as applicable, to assume such Undisclosed Contract. If Purchaser becomes aware or is notified of any Undisclosed Contract, Purchaser may notify Sellers that Purchaser is electing as of such date to include such Undisclosed Contract as a Designated Contract or Non Filing Seller Designated Contract. If Purchaser elects as of the applicable date to assume such Undisclosed Contract, the Cure Costs associated with such Undisclosed Contract shall be allocated among Sellers and Purchaser as provided in Section 2.5(b) of this Agreement. Notwithstanding the foregoing, and subject to the Bankruptcy Code, if any Undisclosed Contract is entered into after the date of the Approval Order and such Undisclosed Contract contains language allowing the Sellers to assign the Contract to Purchaser, then such Contract may be assigned without the entry of a Bankruptcy Court order. (c) The Parties agree that it is in the best interests of both Sellers and Purchaser for the lists of Specified Contracts to be included kept confidential and not to be revealed, disclosed or divulged to any other party (specifically excluding any “Competing Bidder,” “Qualified Credit Bidder,” the “DIP Lenders,” the “Committee” and “GECC” and their respective advisors (as those terms are defined in Standing Order #4 issued by the Bankruptcy Court in the Purchased Assets Chapter 11 Cases, as the same has been or may be amended (“Standing Order #4”) and the Bankruptcy Court (the "Designated “Bankruptcy Auction Interested Parties”)) prior to the date on which the counterparties to the Specified Contracts are given notice of the filing of a motion with the Bankruptcy Court to have Sellers assign the Specified Contracts to Purchaser or Purchaser’s Designee. The Parties agree that neither shall disclose to any third party (other than the Bankruptcy Auction Interested Parties), specifically including any of the other parties to any of the Specified Contracts (“Contract Parties”), the lists of or any other information regarding the Specified Contracts", specifically including the identity of any of the Contract Parties (such information, the “Specified Contract Confidential Information”). The Specified Contract Confidential Information shall be kept confidential from and shall not be disclosed to any party (other than any Bankruptcy Auction Interested Party) entitled to receive notice in the Chapter 11 Cases until after the Contract Designation Date. Notwithstanding any of the foregoing, Sellers acknowledge that Purchaser may contact any of the Contract Parties in order to negotiate with such Contract Parties regarding the possible assumption and assignment of any of the Specified Contracts. (d) Schedule 2.4D sets forth a list of Non Filing Seller Contracts. Purchaser shall have the right to make initial deletions elect to Section 2.04 have any or all of the Disclosure Schedule up Non Filing Seller Contracts assigned to and including the seventh Business Day after the date hereofit (each, subject a “Non Filing Seller Designated Contract”), by notice to the procedures set forth in Section 5.15(a) of this Agreement. Sellers shall, at the written direction of the Purchaser delivered no not later than seven 15 calendar days prior to the Final Sale Hearing, direct the Sellers to add Designated Contracts to Section 2.04 to the Disclosure Schedule and provide notice of same to the non-debtor party to the Designated Contract to be assigned to the Purchaser. The Sellers and Purchaser acknowledge and agree that (i) the Purchaser shall not assume any purchase commitment or purchase order of the Sellers to the extent that the price per unit in such purchase commitment or purchase order has increased by more than 2% above the price per unit for that style item charged by the vendor in any purchase commitment or purchase order that has been entered into by the Sellers in the Ordinary Course of the Business during the three-month period immediately preceding the date hereof, and (ii) the Purchaser shall not assume any sales commitment or sales order of the Sellers to the extent that the price per unit in such sales commitment or sales order has decreased by more than 2% of the price per unit for that that style item charged to the customer in any such sale commitment or sales order in the Ordinary Course of the Business during the three-month period immediately preceding the date hereof. Such non-assumed Contract shall be deemed to no longer be a Designated Contract. At Closing, subject to the approval of the Bankruptcy Court and except to the extent any such Designated Contracts are deemed Excluded Assets by virtue of Section 2.01(b)(xi) above, the Sellers shall assume and then assign to the Purchaser, and the Purchaser shall assume from the Sellers, the Designated Contracts. The Sellers shall be exclusively responsible for and bear, any and all cure and reinstatement costs and expenses for services rendered before the scheduled Closing Date (collectively, the "Cure Costs") and relating to the assumption and assignment of the Designated Contracts.“Non Filing Seller Contracts Designation Date”). 6 2.5