Sale of Pharmacies. The Borrowers intend to sell all or substantially all of the pharmacies owned by the Borrowers or the Borrower’s affiliates (the “Pharmacy Sales”) pursuant the Asset Purchase Agreement among ARx, GRMH and Walgreen Co., dated September 1, 2010, as amended (the “Purchase Agreement”).
Sale of Pharmacies. The Borrowers intend to sell all or substantially all of the pharmacies owned by the Borrowers or the Borrower’s affiliates in one or more transactions on market terms to be reasonably approved by the Bank (the “Pharmacy Sales”). Any Pharmacy Sale that will result in Sale Proceeds (as hereafter defined) sufficient to make the Pharmacy Sale Payment (as hereafter defined) to the Bank is deemed approved and no additional approval by the bank will be necessary. If the Pharmacy Sales are consummated, all proceeds from any Pharmacy Sales (after payment of all reasonable, usual and customary third party costs actually incurred in connection with a Pharmacy Sale, such as (i) commissions, (ii) legal and accounting fees and other expenses paid to third parties, (iii) payment of Seller Carry Financing on the Pharmacies sold and amounts due to Cardinal for the Pharmacies sold, each of which is required to obtain a release at closing in order to close a Pharmacy Sale, the “Sale Proceeds”) will be immediately deposited in a restricted account at the Bank (the “Restricted Account”). At the closing of any Pharmacy Sale approved (or deemed approved herein) by the Bank, The Bank will provide the purchaser a release of all liens and security interests held by the Bank relating to the Pharmacy being sold. The Borrowers will take all actions necessary to ensure that the Bank at all times has a first and prior security interest in the Restricted Account and the Sale Proceeds and that no other person or entity has any interest in or claim to the Restricted Account or the Sale Proceeds. Unless the Bank approves in writing, all Sale Proceeds will be used only to reduce the Borrower’s obligations to the Bank by $25,000,000.00 (the “Pharmacy Sale Payment”) and for the purposes set forth at Schedule “A” attached as a part hereof. Within five (5) business days after the Sale Proceeds are deposited into the Restricted Account, the Borrowers will cause a partial Pharmacy Sale Payment in the amount of $22,000,000.00 to be made to the Bank from the Restricted Account. Within thirty (30) days after the Sale Proceeds are deposited into the Restricted Account, the Borrowers will cause an additional payment of $3,000,000.00 to be made to the bank from the Restricted Account. Prior to full payment of the Pharmacy Sale Payment (but after payment of the partial Pharmacy Sale Payment in the amount of $22,000,000 to the Bank), Borrowers may make other payments and disbursements of funds in the Res...
