Prescription Files Sample Clauses
Prescription Files. (A) All prescription files, records and data utilized, maintained and/or generated by Seller in the course of operating its licensed pharmacy in the Store (hereinafter, collectively, “Seller’s Rx Data”) from the Date of Inventory (as hereinafter defined) and going back no less than the greater of (i) the period of time required by federal and state law and (ii) one (1) year (the “Required Time Period”). Seller’s Rx Data shall include all hard copy prescriptions, signature logs, patient profiles, patient refill histories, customer lists, and all electronic data of the same maintained in any format by Seller. If Seller has not operated in the Store for the Required Time Period prior to the Date of Inventory, the Required Time Period shall be such shorter period as Seller has operated in the Store. In addition, to the extent Seller’s Rx Data is maintained in electronic format, Buyer may elect (in its discretion) to convert and transfer all or any portion of such electronic Seller’s Rx Data, including for periods outside of the Required Time Period. Seller will work in good faith with Xxxxx to transfer Seller’s Rx Data to Buyer in the most effective, efficient, and secure manner. Seller shall fully cooperate and assist Xxxxx, at least thirty (30) days prior to the Date of Inventory, in Buyer’s efforts to convert or transfer Seller’s Rx Data, using such means and efforts as determined by Buyer in its sole discretion.
(B) The purchase price for Seller’s Rx Data shall be as set forth on Exhibit 1. Seller’s Rx Data shall be transferred to Buyer exclusively, shall not be shared with any third parties, and shall not be diminished or removed from the Store between the date of execution of this Agreement and the Date of Inventory.
Prescription Files. Commencing on the Closing Date and in accordance with a schedule to be provided by Buyer, the Sellers will deliver the Prescription Files to Buyer in an electronic format mutually agreeable to Buyer and the Sellers in accordance with all applicable state board of pharmacy regulations; provided that Sellers shall preserve and maintain original hard copies of the Prescription Files at the applicable Stores in accordance with all applicable state board of pharmacy regulations; provided further, the cost of any conversion into such mutually agreed upon electronic format shall be at Buyer’s sole cost and expense.
Prescription Files. On the Closing Date, the Sellers will deliver the Prescription Files to the Purchaser by printing hard copy printouts of the Prescription Files at the applicable Southern Site.
Prescription Files. All of the prescription files owned and used primarily in connection with the operation of the Southern Business and all of the patient profiles, customer lists, transferable licenses, phone numbers, goodwill and other intangible assets owned and used primarily in connection with the Southern Sites (the “Prescription Files”);
Prescription Files. Commencing on the Closing Date and in accordance with a schedule to be provided by the Buyers, the Sellers will deliver the Prescription Files to the Buyers, both in original hard copy format and in an electronic format reasonably acceptable to the Buyers in accordance with all applicable state board of pharmacy regulations; provided that, the Sellers shall preserve and maintain copies of the Prescription Files at the applicable Facilities in accordance with all applicable state board of pharmacy regulations; provided, further, that, the cost of any conversion into such mutually agreed upon electronic format shall be at the Buyers’ sole cost and expense. The Selling Entities will provide all reasonable cooperation to the Buyers in this process. After the Effective Time, the Sellers will afford promptly to each of the Buyers and their agents reasonable access (with an opportunity to make copies) (subject, however, to confidentiality and similar non-disclosure obligations) during normal business hours and upon reasonable notice to the Sellers, the Sellers’ prescription records as may reasonably be required by the Buyers for legitimate business purposes.
Prescription Files. Subject to applicable Legal Requirements, all of Seller's prescriptions, prescription files and records, customer lists and patient profiles owned or used by Seller (the "Prescription Files") in connection with the operation of (i) the Assumed Lease Stores (as hereinafter defined), (ii) the Stores listed on Schedule 1.01(a) attached hereto (the "File Buy Stores"), and (iii) the Owned Stores (as hereinafter defined), including but not limited to refill status reports and insurance coverages, co-pay and payment records, any files or records added between the date of this Agreement and the date of transfer and records in whatever medium or form maintained by the Seller.
Prescription Files. The Prescription Files owned by such Grantor, including all related Documents, are kept at the locations listed in Schedule 2 hereto, which shall be updated from time to time in accordance with Section 4.03 of this Agreement, or at such other locations as shall be permitted by Section 4.02.
Prescription Files. All prescription files, records related to drug acquisition and disposition, inventory records held by and inventory and dispensing data utilized, maintained and/or generated with respect to such prescription files and records by Seller in the course of operating the Business (hereinafter, collectively, “Seller’s Rx Data”) from the Date of Inventory (as hereinafter defined) and going back no less than the greater of (i) the period of time required by federal and state Law (as hereinafter defined) and (ii) two (2) years (the “Required Time Period”). Seller’s Rx Data shall include all hard copy prescriptions, signature logs, patient profiles, patient refill histories, patient lists, and patient data and information derived from patient loyalty, credit, and similar programs, and all electronic data of the same maintained in any format by Seller. If Seller has not operated the Business for the Required Time Period prior to the Date of Inventory, the Required Time Period shall be such shorter period as Seller has operated the Business.
Prescription Files. Section 4.10 of the Asset Purchase Agreement is amended to read in its entirety as follows:
Prescription Files. EXHIBIT 16.1. ............................................