Phar. Mor shall, as soon as reasonably practicable after the date hereof, (i) take all steps necessary to call, give notice of, convene and hold a special meeting of its shareholders ("Phar-Mor Special Meeting") for the purpose of securing the approval and adoption of the Phar-Mor Plan by the holders of a majority of the Phar-Mor Common Shares represented at the Phar-Mor Special Meeting (or any adjournments thereof) at which a quorum is present, in person or by proxy, and entitled to vote ("Phar-Mor Shareholders' Approval"), (ii) distribute to its shareholders the Proxy Statement in accordance with applicable federal and state law and its articles of incorporation and by-laws, (iii) subject to the fiduciary duties of the Phar-Mor Board, recommend to its shareholders the approval of the Phar-Mor Plan, and (iv) cooperate and consult with ShopKo with respect to each of the foregoing matters. V. AMENDMENT TO ARTICLE V. Article V of the Agreement is hereby amended by deleting Subsection 5.1(i) in its entirety and replacing it with the following: (i)
Phar. Sci. 2006, 96(2), 459-472 28. Xxxxxxxx A.S. Xxxxxxxxx, Xxxx X.E. Xxxxxxxxx, Xxxxx X. Xxxxxxxxx, Xxxx Xxxxxxxxxx, Xxxxxx Xxxxxxx. Is the full potential of the biopharmaceutics classification system reached? 2014, Europ. Journ. Pharm Sci 57, 224-231
Phar. Mor shall be entitled to a reduction in the mark-up set forth in the xxxt of goods schedule in Section 19 for prepayment if Phar-Mor elects this prepayment option. The prepay incentive shall be as follows: Prepay Incentive Mark-Up Reduction 30 Xxxs (*)% 15 Days (*)% Until EDI financial technology is available to Phar-Mor, checks will be deposited on the specified due dates. If for whatever reason payments are not made as indicated herein, any late payments will result in a one and one-half percent (1.5%) increase in the purchase price of the Merchandise, and a one percent (1%) service charge will be imposed semi-monthly on all balances delinquent more than fifteen (15) days. In the unlikely event any penalties do occur, both parties agree to meet and resolve this issue as soon as practical. This Agreement is conditioned upon Phar-Mor's maintaining a sound financial condition throughout the term hereof and to that end, Phar-Mor agrees to promptly substantiate in writing, at McKesson's request, the existence of such condition with publicly available financial and other publicly available supporting information reasonably requested by McKesson. McKesson reserves the right to change a payment term or limit total credit if there has been either a material adverse change in Phar-Mor's financial condition or a payment default based on the payment terms and conditions specified in this Agreement which remains uncured for more than ten (10) days following notice of such payment default to Phar-Mor by McKesson. Upon the occurrence of either such event, McKesson may require cash payment or appropriate security before shipment of any further Merchandise to Phar-Mor. In the event of such changes by McKesson, Phar-Mor may terminate this Agreement on ten (10) days written notice to McKesson. Any such termination will not be considered a default under this Agreement subject to the payment of damages; provided however such termination shall not relieve Phar-Mor of its obligations hereunder for accounts receivable balances or any other payments due and payable upon termination of this Agreement.
Phar. Mor, at its election, may exclude a group of Newly Affiliated Pharmacies acquired through a Business Combination from the pricing terms specified in Section 19 below and instead base its Cost of Goods for Merchandise for such Newly Affiliated Pharmacies on the following pricing schedule. Phar-Mor's purchases of Merchandise from McKesson pursuant to this subsection 11.(ii) shall be included in calculating each of the following:
Phar. Mor understands and acknowledges that all product discounts and rebates earned by or granted to its stores under McKesson's programs may be subject to certain state and federal laws and regulations regarding reporting and/or disclosure requirements and may be required to be reflected in the costs claimed or charges made by Phar-Mor's stores under Medicaid, Medicare or any other health care reimbursement program or provider plan.
Phar. Mor shall have the right, during normal business hours upon thirty (30) days written notice to McKesson, to audit such portions of the books and records of
Phar. Mor further waives, releases and agrees not to assert any preference claim it may have against FoxMeyer, whether such claim is known or unknown.
Phar. Mor shall provide to the Agent (i) on the Closing Date, (ii) within three (3) days following the Agent's written request, and (iii) on the day Phar-Mor delivers pursuant to Section 2.2(b) a notice requesting the making of a Revolving Loan or pursuant to Section 2.3(d) a notice requesting the issuance of a Letter of Credit, in each case a certificate from Phar-Mor showing (A) as of the date of the most recent report delivered under Section 6.7(a)(i), for each Borrower such Borrower's Eligible Accounts, Eligible Inventory, the information for each Borrower reported under Section 6.7(a)(i) and any other information reasonably required by the Agent and (B) as of the date of the certificate, the respective amounts of each enumerated item under clauses (b) of the definitions of "Aggregate Availability" and "Availability", in each case for each Borrower, which certificate shall be substantially in the form of Exhibit 6.7(c) and shall be certified as complete and accurate as of the date of delivery by the chief financial officer of Phar-Mor (an "Availability Certificate"). Each Borrower agrees that the Agent shall not be bound by any Availability Certificate and that the Agent shall have the right to determine the Aggregate Availability and the Availability of any Borrower as provided in the definitions of "Aggregate Availability" and "Availability" in Section 1.1.
Phar. Mor has delivered to the Agent and the Lenders (i) the audited consolidated balance sheet and related statements of income and expense, cash flow and stockholders' equity for Phar-Mor as of June 28, 1997, and for the Fiscal Year then ended, accompanied by the report thereon of its independent certified public accountants, Deloitte & Touche LLP and (ii) the unaudited consolidated balance sheet and related statements of income and expense, cash flow and stockholders' equity for Phar-Mor as of June 27, 1998 and for period then ended. Such financial statements are attached hereto as Schedule 1.1(A). All such financial statements have been prepared in accordance with GAAP and present accurately and fairly the consolidated financial position of Phar-Mor as at the dates thereof and the results of operations for the periods then ended.
Phar. Mor is hereby authorized by each Borrower (i) to execute and deliver on its behalf to the Agent Notices of Borrowing, Notices of Continuation/Conversion, and notices of requests for Letters of Credit and to give any other notices, directions or requests required or permitted to be delivered or made to the Agent or the Lenders by it under any provision of any Loan Document and (ii) to receive on its behalf any notices, directions or requests addressed to or for the attention of it from the Agent and/or the Lenders delivered under any provision of any Loan Document. Any notice, direction or request delivered or made by Phar-Mor to the Agent and/or the Lenders or received by Phar-Mor from the Agent and/or the Lenders shall be deemed to have been delivered, made or received by Phar-Mor on behalf of any or all of the other applicable Borrowers.
