Prime Vendor Agreement Clause Samples

Prime Vendor Agreement. (a) Walgreens will not amend, modify or waive the ABDC Prime Vendor Agreement in a manner that adversely and disproportionately impacts PharMerica or its Subsidiaries as compared to Walgreens and/or the other “affiliates” (as defined therein) (an “Adverse PVA Amendment”) without the prior written consent of the Company; provided, however, that in the event that Walgreens elects, in its sole discretion, to effect an Adverse PVA Amendment without the prior written consent of the Company, Walgreens shall indemnify PharMerica and its Subsidiaries for any losses incurred by any of them arising solely from the adverse and disproportionate impact of such Adverse PVA Amendment on PharMerica and its Subsidiaries, up to $50,000,000 in the aggregate (the “Annual Indemnification Cap”) for each calendar year; provided PharMerica and its Subsidiaries shall not be entitled to such indemnification for losses incurred following September 30, 2026. (b) In the event the ABDC Prime Vendor Agreement is terminated (i) by Walgreens, including as a result of a Change of Control (as defined in the Underlying ABDC Prime Vendor Agreement) of ABDC (but excluding a termination as set forth in Section 4.7(c)), (ii) by mutual agreement of ABDC and Walgreens, (iii) by ABDC, in accordance with its terms, as a result of a Change of Control (as defined in the Underlying ABDC Prime Vendor Agreement) of Walgreens or (iv) by ABDC, in accordance with its terms, as a result of Walgreens’ uncured default under the ABDC Prime Vendor Agreement, Walgreens shall in each case use its commercially reasonable efforts to ensure that PharMerica and its Subsidiaries are treated as affiliates of Walgreens under (or otherwise are entitled to purchase pharmaceuticals and other products on the terms set forth in or pursuant to) any new or replacement prime vendor agreement or any similar agreement or any other arrangement serving as the principle arrangement for the purchasing of pharmaceuticals and other products by Walgreens or any of its Affiliates (an “Alternative Purchasing Arrangement” and any such Alternative Purchasing Arrangement under which PharMerica and its Subsidiaries are treated as affiliates of Walgreens or otherwise are entitled to purchase pharmaceuticals and other products, an “Affiliated Purchasing Arrangement”); provided, however, that if following a termination of the ABDC Prime Vendor Agreement as set forth in this Section 4.7(b), Walgreens or any of its Affiliates enters into an Alterna...