Common use of Pharmacy Operator or Pharmacy Divestiture Clause in Contracts

Pharmacy Operator or Pharmacy Divestiture. The following provisions shall apply to any Pharmacy Operator Divestiture or Pharmacy Divestiture: (i) PharMerica shall provide Ceres advance notice (“Pharmacy Divestiture Notice”) of any contemplated Pharmacy Operator Divestiture or Pharmacy Divestiture at the earliest possible date (and in no event later than * days prior to the anticipated Divestiture Date) and each Pharmacy Divestiture Notice shall provide (A) the name of each Pharmacy Operator and/or Pharmacy that is the subject of, or encompassed within, the contemplated Pharmacy Operator Divestiture or Pharmacy Divestiture, (B) the name and address of the contemplated Successor Pharmacy Operator and all Persons that will Control the Successor Pharmacy Operator immediately after the Divestiture Date, (C) the anticipated Divestiture Date, and (D) the type of transaction giving rise to the Pharmacy Operator Divestiture or Pharmacy Divestiture (e.g., stock or asset purchase, lease, sublease, management agreement or other arrangement). (ii) After the Pharmacy Divestiture Notice is given to Ceres, PharMerica shall update Ceres from time-to-time through the Divestiture Date as necessary to keep Ceres reasonably informed regarding the contemplated Pharmacy Operator Divestiture or Pharmacy Divestiture and any changes to the anticipated Divestiture Date. (iii) Notwithstanding any contrary provision of this Agreement, subject to PharMerica’s satisfaction of the conditions set forth in the preceding paragraphs, PharMerica may consummate a Pharmacy Operator Divestiture or a Pharmacy Divestiture without such consummation constituting a breach of this Agreement; provided, however, Ceres may Withdraw, on the Divestiture Date, the Facility(ies) served by each Pharmacy that is the subject of, or encompassed within, the contemplated Pharmacy Operator Divestiture or Pharmacy Divestiture unless PharMerica represents and warrants to Ceres in writing, no later than * days prior to the Divestiture Date, which representation and warranty shall survive the Divestiture Date, that one or more alternative Pharmacies will continue, from and after the Divestiture Date on an uninterrupted basis, to provide Products and Services to the Facility(ies) served by the Former Pharmacies in a manner that would satisfy the terms and conditions of this Agreement (in which case, this Agreement shall continue in full force and effect with respect to the Ceres Parties’ obligations regarding such Facility(ies)).

Pharmacy Operator or Pharmacy Divestiture. The following provisions shall apply to any Pharmacy Operator Divestiture or Pharmacy Divestiture: (i) PharMerica shall provide Ceres advance notice (“Pharmacy Divestiture Notice”) of any contemplated Pharmacy Operator Divestiture or Pharmacy Divestiture at the earliest possible date (and in no event later than * days prior to the anticipated Divestiture Date) and each Pharmacy Divestiture Notice shall provide (A) the name of each Pharmacy Operator and/or Pharmacy that is the subject of, or encompassed within, the contemplated Pharmacy Operator Divestiture or Pharmacy Divestiture, (B) the name and address of the contemplated Successor Pharmacy Operator and all Persons that will Control the Successor Pharmacy Operator immediately after the Divestiture Date, (C) the anticipated Divestiture Date, and (D) the type of transaction giving rise to the Pharmacy Operator Divestiture or Pharmacy Divestiture (e.g., stock or asset purchase, lease, sublease, management agreement or other arrangement). [*] 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. (ii) After the Pharmacy Divestiture Notice is given to Ceres, PharMerica shall update Ceres from time-to-time through the Divestiture Date as necessary to keep Ceres reasonably informed regarding the contemplated Pharmacy Operator Divestiture or Pharmacy Divestiture and any changes to the anticipated Divestiture Date. (iii) Notwithstanding any contrary provision of this Agreement, subject to PharMerica’s satisfaction of the conditions set forth in the preceding paragraphs, PharMerica may consummate a Pharmacy Operator Divestiture or a Pharmacy Divestiture without such consummation constituting a breach of this Agreement; provided, however, Ceres may Withdraw, on the Divestiture Date, the Facility(ies) served by each Pharmacy that is the subject of, or encompassed within, the contemplated Pharmacy Operator Divestiture or Pharmacy Divestiture unless PharMerica represents and warrants to Ceres in writing, no later than * days prior to the Divestiture Date, which representation and warranty shall survive the Divestiture Date, that one or more alternative Pharmacies will continue, from and after the Divestiture Date on an uninterrupted basis, to provide Products and Services to the Facility(ies) served by the Former Pharmacies in a manner that would satisfy the terms and conditions of this Agreement (in which case, this Agreement shall continue in full force and effect with respect to the Ceres Parties’ obligations regarding such Facility(ies)).

Pharmacy Operator or Pharmacy Divestiture. The following provisions shall apply to any Pharmacy Operator Divestiture or Pharmacy Divestiture: (i) PharMerica shall provide Ceres advance notice (“Pharmacy Divestiture Notice”) of any contemplated Pharmacy Operator Divestiture or Pharmacy Divestiture at the earliest possible date (and in no event later than * thirty (30) days prior to the anticipated Divestiture Date) and each Pharmacy Divestiture Notice shall provide (A) the name of each Pharmacy Operator and/or Pharmacy that is the subject of, or encompassed within, the contemplated Pharmacy Operator Divestiture or Pharmacy Divestiture, (B) the name and address of the contemplated Successor Pharmacy Operator and all Persons that will Control the Successor Pharmacy Operator immediately after the Divestiture Date, (C) the anticipated Divestiture Date, and (D) the type of transaction giving rise to the Pharmacy Operator Divestiture or Pharmacy Divestiture (e.g., stock or asset purchase, lease, sublease, management agreement or other arrangement). (ii) After the Pharmacy Divestiture Notice is given to Ceres, PharMerica shall update Ceres from time-to-time through the Divestiture Date as necessary to keep Ceres reasonably informed regarding the contemplated Pharmacy Operator Divestiture or Pharmacy Divestiture and any changes to the anticipated Divestiture Date. (iii) Notwithstanding any contrary provision of this Agreement, subject to PharMerica’s satisfaction of the conditions set forth in the preceding paragraphs, PharMerica may consummate a Pharmacy Operator Divestiture or a Pharmacy Divestiture without such consummation constituting a breach of this Agreement; provided, however, Ceres may Withdraw, on the Divestiture Date, the Facility(ies) served by each Pharmacy that is the subject of, or encompassed within, the contemplated Pharmacy Operator Divestiture or Pharmacy Divestiture unless PharMerica represents and warrants to Ceres in writing, no later than * fifteen (15) days prior to the Divestiture Date, which representation and warranty shall survive the Divestiture Date, that one or more alternative Pharmacies will continue, from and after the Divestiture Date on an uninterrupted basis, to provide Products and Services to the Facility(ies) served by the Former Pharmacies in a manner that would satisfy the terms and conditions of this Agreement (in which case, this Agreement shall continue in full force and effect with respect to the Ceres Parties’ obligations regarding such Facility(ies)).