Pharmacy Business in Missouri

Sale of substantially all of assets of the Family Pharmacy, Inc., et al., including all right, title, and interest that such Seller possesses and has the right to transfer in and to all assets relating to, used (in whole or in part) or held for use in or necessary for the ownership, operation or management of the Business, described as below:

• All Accounts Receivable;
• All Inventory;
• All Tangible Company Properties and, subject to Section 5.10, the Owned Real Property;
• All rights and interests of such Seller under those Contracts (the “Assigned Contracts”) listed on Schedule 1.1(a)(iv), as such schedule may be modified from time to time by any Supplemental Contract Notice (the “Assigned Contracts Schedule”);
• All operating data and books and records of such Seller used in the Business, including information, files, records, data, employee files, plans, schematics, drawings, blue prints, contracts and recorded information, patient records, customer, vendor and supplier lists, production records, accounting records, property records, mailing lists, customer pricing information, credit records, correspondence, budgets, documents and records similar to the foregoing;
• All Intangible Rights that are used in the Business, including all goodwill associated therewith;
• All of such Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets;
• All insurance benefits, including rights and proceeds arising from or relating to the Business the Purchased Assets or the Assumed Liabilities, excluding any refunds or credits of prepaid premiums inuring to the benefit of the Seller with respect to its current insurance policies on or after the Closing Date, but not including any life or health insurance benefits payable to or for the benefit of any officer, director employee, independent contractor, or their respective dependents;
• All rights to any actions of any nature available to or being pursued by such Seller to the extent related to the Business, the Purchased Assets or the Assumed Liabilities, whether arising by way of counterclaim or otherwise;
• To the extent transferable under applicable law, all Business Permits which are held by such Seller and required for the conduct of the Business as currently conducted or for the ownership and use of the Purchased Assets;
• Such Seller’s rights to enforce confidentiality, non-competition, nonsolicitation, and similar provisions of any employment agreement made between such Seller or any Affiliate thereof and any employee, independent contractor or consultant that renders or rendered services to the Business;
• All prepaid assets, expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (excluding any such item relating to the payment of Taxes); and
• Such Seller’s rights, titles and interests in and to the Business and its goodwill.