Script Purchase Price definition
Examples of Script Purchase Price in a sentence
If the amount paid by Buyer to Seller at the Initial Closing and all Subsequent Closings does not equal or exceed $50,000,000 and there is no reasonable basis for any Subsequent Closings to occur (including in the event that this Agreement has been terminated), then Seller shall promptly pay to Buyer a cash amount equal to the difference between $50,000,000 and the amount of Script Purchase Price paid by Buyer to Seller hereunder.
In the event that the Script Purchase Price set forth in the Compliance Notice as amended, supplemented or modified consistent with this Section 5.2(c) is less than $125,000,000, Seller shall have twenty-four (24) hours from its receipt of such Compliance Notice to deliver a written notice to Buyer terminating this Agreement.
For the avoidance of doubt, in no event shall Seller be liable to any Buyer Indemnified Party, and no Buyer Indemnified Party shall have any recourse against Seller, for any Loss to the extent (i) the circumstances giving rise to such Loss were taken into account in an adjustment to the Script Purchase Price pursuant to Section 2.2(b) or (ii) the circumstances giving rise to such Loss were taken into account in determining any Pharmacy’s Inventory Value pursuant to Section 2.2(c).
If the Compliance Notice is amended, supplemented or modified consistent with this Section 5.2(c), Seller shall have an additional twenty-four (24) hours from its receipt of such amended, supplemented or modified Compliance Notice to deliver a written notice to Buyer terminating this Agreement in the event that the Script Purchase Price set forth in the Compliance Notice as amended, supplemented or modified consistent with this Section 5.2(c) is less than $125,000,000.
In defining the Script Purchase Price in Section 2.2(a) of the Purchase Agreement, the reference to “$165,000,000” is hereby replaced with “$156,728,853”.
With respect to any Pharmacy, in the event that such Pharmacy’s Closing Script Volume is equal to greater than 110% of the Weekly Volume Amount, then such Pharmacy’s Script Purchase Price Allocation payable by Buyer to Seller at such Pharmacy’s Closing shall be adjusted upwards and equal the product of (w) the Script Purchase Price Allocation and (x) the Adjustment Ratio.
With respect to any Pharmacy, in the event that such Pharmacy’s Closing Script Volume is equal to less than 90% of the Weekly Volume Amount, then such Pharmacy’s Script Purchase Price Allocation payable by Buyer to Seller at such Pharmacy’s Closing shall be adjusted downwards and equal the product of (y) the Script Purchase Price Allocation and (z) the Adjustment Ratio.