Common use of Prescription Files Clause in Contracts

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. (A) 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 its licensed pharmacy in the Store 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 Law (as hereinafter defined) and (ii) one two (12) year years (the “Required Time Period”) as set forth on Schedule 1(a)(ii). Seller’s Rx Data shall include all hard copy prescriptions, signature logs, patient profiles, patient refill histories, customer patient lists, and patient data and information derived from patient loyalty, credit, and similar programs (“Hard Copy Rx Data”), and all electronic data of the same maintained in any format by Seller. If Seller has not operated in the Store Business for the Required Time Period prior to the Date of Inventory, the Required Time Period shall be such shorter period shall (c) The first sentence of Section 1(c) of the Purchase Agreement is amended by inserting the following as Seller has operated a new subsection (xi) at the end thereof: “and (xi) the controlled substances located at, or in transit to, the Store. In addition, Pharmacies.” (d) The second sentence of Section 1(d) of the Purchase Agreement is amended and restated in its entirety as follows: “Subject to the extent Seller’s Rx Data Holdback Amount (as hereinafter defined) and any other adjustments set forth in this Agreement, including without limitation the adjustments set forth in Section 4(b) and Schedule 4(h), the aggregate amount to be paid by Buyer to Seller with respect to the Assets shall equal (i) Twenty Two Million Two Hundred and Fifty Thousand and 00/100 Dollars ($22,250,000) Twenty-Two Million Five Hundred Thousand and 00/100 Dollars ($22,500,000.00) (the “Closing Payment”), plus (ii) the amount of the Inventory Payment (collectively, the “Purchase Price”).” (e) The seventh sentence of Section 2(d) of the Purchase Agreement is maintained in electronic format, Buyer may elect (amended and restated in its discretion) to convert entirety as follows (with additions reflected in bold 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 underlined and deletions reflected in good faith with Xxxxx to transfer Seller’s Rx Data to Buyer in the most effective, efficient, bold 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.stricken):

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 Stores (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 two (12) year years (the “Required Time Period”). Seller’s Rx Data shall include all hard copy prescriptions, signature logs, patient profiles, patient refill histories, customer lists, customer data and information derived from customer loyalty, credit and similar programs, and all electronic data of the same maintained in any format by Seller. If Seller has not operated in the a 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 such 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 commencing as of the Date of Inventorydate hereof, in BuyerXxxxx’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 any Store between the date of execution of this Agreement and the Date of Inventory.

Prescription Files. (A) All prescription files, records files and data utilizedrecords, 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 or (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, Seller and Buyer may elect (shall coordinate with Liberty Software to transfer the files in its discretion) to convert and transfer all or any portion of such electronic the Seller’s Rx Data, including for periods outside of server to the Required Time PeriodBuyer’s server located at Orchard Trails Pharmacy. Seller will work in good faith with Xxxxx Buyer to effectuate the transfer of 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 1with Liberty Software. 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. (B) The purchase price for Seller’s Rx Data shall be as set forth on Exhibit 1.