Pharmacy Network Agreements Sample Clauses

Pharmacy Network Agreements. Pursuant to the transactions contemplated by this Agreement, IPS will assign to FHPS prior to Closing or directly to Buyer as of the Closing, and Buyer will acquire, all of the retail pharmacy network contracts held by IPS, including, but not limited to those set forth on SCHEDULE 4.22, and Buyer will assume all of the rights and obligations thereunder upon Closing, or as soon thereafter as is practical; provided, however, that the parties may agree to substitute new agreements between Buyer and any such pharmacies in lieu of assignment of any such agreements. In addition, the parties will use their reasonable best efforts to obtain assignments of all other retail pharmacy network agreements, subject to any limitations imposed under applicable law or regulation affecting any of the Company's Affiliates. Subject to the respective agreements between Buyer and each plan covered by the Non-affiliated Business, the pharmacy eligible participants covered by such plans will continue to receive their prescription services from such retail pharmacies. The parties will use their reasonable best efforts to obtain a release of IPS and/or FHS from any liability arising from any such pharmacy network agreements from and after the Closing. In the event Buyer has failed or is otherwise unable to pay any such pharmacies in accordance with such agreements (a "DEFAULT IN PHARMACY PAYMENT"), upon written notice to Buyer and confirmation from Buyer's chief financial officer that such amounts have not been paid to the pharmacies or to the pharmacies' Affiliates or designees, FHS, or an FHS Affiliated Plan may make payment in order to remedy any such Default in Pharmacy Payment, and FHS shall have the right to offset any amounts that would have been due to Buyer for such claims under the Service Agreement for such claims.