Omnicare - Chapter 11 Plan Terms

Plan Terms

Overview

• Omnicare, LLC (“Omnicare”) and its 109 debtor affiliates (collectively, the “Debtors”) filed an Amended Joint Chapter 11 Plan of Reorganization and Liquidation on Aug. 10, 2026, in the U.S. Bankruptcy Court for the Northern District of Texas, Dallas Division, jointly administered for procedural purposes only under Case No. 25-80486 (SGJ). The Debtors commenced the chapter 11 cases on Sept. 22, 2025 (the “Petition Date”). The Plan was filed contemporaneously with a disclosure statement; the court has not approved the Plan, and acceptances and rejections may not be solicited until a disclosure statement has been approved.
• The Plan is a combined plan of reorganization and liquidation, proposed by the Debtors as plan proponents under sections 1121 and 1129 of the Bankruptcy Code, premised on the sale of substantially all of the Debtors’ operating assets to GenieRx Holdings LLC (the “Purchaser”) pursuant to the Asset Purchase Agreement dated March 31, 2026 (the “APA”):
  • Certain Debtors will be acquired by the Purchaser as “Reorganizing Debtors,” continuing in existence as going-concern businesses operated by the Purchaser on and after the effective date and emerging from chapter 11 as “Reorganized Debtors.”
  • The remaining Debtors are “Liquidating Debtors,” whose Purchased Assets are being sold to the Purchaser and which will be dissolved following the effective date under the supervision of the Plan Administrator.
  • The identities of the Reorganizing Debtors and Liquidating Debtors are set forth in Exhibits A, B and C to the Plan: 69 Class 6 Reorganizing Debtors (Exhibit A), six Class 7 Reorganizing Debtors (Exhibit B) and 35 Liquidating Debtors (Exhibit C), the first of which is Omnicare itself.
  • Notwithstanding the distinction, the treatment of claims and interests is the same for all Debtors, and the Plan constitutes a separate chapter 11 plan for each Debtor.
• The Plan incorporates two settlements filed with the Debtors’ Rule 9019 Compromise Motion filed July 1, 2026 [Docket No. 1023]: the DOJ Agreement (Exhibit 1) among the Debtors, CVS Health Corporation (“CVS Health”) and the U.S. Department of Justice (the “DOJ”), and the CVS Agreement (Exhibit 2) among the Debtors, CVS Health and the official committee of unsecured creditors (the “Committee”). The Committee was appointed by the U.S. Trustee on Oct. 16, 2025 [Docket No. 157].
• The DOJ Claim arises from the judgment entered against Omnicare on Aug. 18, 2025, in United States of America et al. ex rel. Uri Bassan v. Omnicare, Inc. et al., No. 15-cv-4179 (CM) (S.D.N.Y.) (the “FCA Action”), in the amount of $948,778,444.10, consisting of $406,778,444.10 in trebled damages and $542 million in statutory penalties, $164.8 million of which the district court found CVS Health jointly and severally liable with Omnicare. The DOJ Claim itself, filed as Claim No. 419, is asserted - and allowed under the Plan - in the amount of $952,717,824.19.
• The Plan Supplement, which must be consistent with the CVS Agreement and otherwise reasonably acceptable to the Committee and the Purchaser, will be filed prior to the confirmation hearing and will disclose, among other things, the identity of the Plan Administrator and the material terms of its engagement.

Sale Transaction

• Pursuant to the Sale Order entered May 13, 2026 [Docket No. 835], following the bidding procedures order entered Dec. 3, 2025 [Docket No. 398], the Debtors were authorized to sell the Purchased Assets to the Purchaser under the APA in exchange for $250 million in cash and the assumption of the Assumed Liabilities, subject to the limits set forth in the APA.
  • The Sale Order permits the APA to be modified, subject to mutual agreement of the Debtors and the Purchaser, to provide for the sale or transfer of equity interests in one or more Omnicare subsidiaries, including by means of a plan of reorganization or liquidation, so long as such modification does not have a material adverse effect on the Debtors’ estates.
  • Accordingly, the Debtors and the Purchaser have agreed that certain Debtors will be reorganized and directly or indirectly acquired by the Purchaser under the Plan, with that agreement to be memorialized in an Amended and Restated Asset Purchase Agreement to be filed as part of the Plan Supplement.
• On the effective date, the Purchased Assets will be transferred to the Purchaser, which will assume operation thereof:
  • Interests in the Class 6 Reorganizing Debtors are held by other Reorganizing Debtors, are unimpaired, and those Reorganized Debtors will continue to be owned by the same Reorganizing Debtor that held such interests as of the Petition Date.
  • Interests in the Class 7 Reorganizing Debtors will be deemed cancelled on the effective date, and new interests representing 100% of the interests in those entities will be issued to the Purchaser or its designee.
  • Interests in the Liquidating Debtors, also classified in Class 7, will be deemed cancelled on the effective date.
  • Excluding Reorganizing Debtor Excluded Assets, all property of each Reorganizing Debtor will vest or re-vest in the applicable Reorganized Debtor on the effective date, free and clear of all claims, liens, charges and other encumbrances.
  • The classification of a Debtor as a Liquidating Debtor, Class 6 Reorganizing Debtor or Class 7 Reorganizing Debtor - with the exception of Omnicare - may be amended by the Debtors with the Purchaser’s consent at any time prior to the filing of the Plan Supplement, which will disclose the identities of any reclassified Debtors.
• Licenses, permits and similar rights held by any Reorganizing Debtor will re-vest in the applicable Reorganized Debtor and remain in full force and effect to the maximum extent permitted under applicable law, including state pharmacy, compounding, controlled substance, automated dispensing system, wholesale drug distributor and manufacturer licenses and registrations, DEA registrations, FDA repackager registration, accreditations, National Provider Identifier numbers, NCPDP provider IDs, Medicare Part B (DMEPOS and Mass Immunizer) provider agreements and state Medicaid provider agreements, in each case including continued use of all supplier and provider numbers. Licenses, permits and similar rights held by any Liquidating Debtor relating to the Purchased Assets will be transferred to the Purchaser and remain in full force and effect to the maximum extent permitted under applicable law.
  • To facilitate closing, the Debtors anticipate submitting various federal, state and local license and permit-related applications and notices and executing additional agreements, which may include a Successor Liability With Joint And Several Liability Agreement under California Code of Regulations, Title 22, § 51000.32, in connection with the transfer of the Debtors’ Med-Cal provider number and National Provider Identifier to the Purchaser during the change of ownership.
  • The Debtors have determined in their business judgment that the risk of liability associated with such actions is remote and outweighed by the benefits, and the confirmation order will constitute authorization to make such applications and execute such documents.
• Section 6.17 of the APA contemplates that the Purchaser, Omnicare and CVS Pharmacy, Inc. will negotiate in good faith a Transition Services Agreement to be entered into as of closing:
  • CVS Pharmacy and Omnicare will provide, or cause to be provided, certain mutually agreed post-closing transition services to the Purchaser to facilitate the orderly transfer of the business, the Purchased Assets and the Assumed Liabilities, while preserving Omnicare’s continued access to the resources necessary for administration of the Plan and the wind-down of its estate. The duration and cost of each service will be set forth in the Transition Services Agreement.
  • The Purchaser will provide the Plan Administrator with continuing access to books, records and information necessary to perform its duties, and to employees and information as necessary in connection with Insured Claims, until the Plan Administrator and Purchaser enter into a separate agreement providing such access.
• Prior to the effective date, Business Employees will be transferred to the Employer Debtor Entity, Best Care LTC Acquisition Company LLC (a Class 7 Reorganizing Debtor listed on Exhibit B), which will become their employer of record while they continue to provide services to the Debtors until the effective date, and which will be renamed “Omnicare Payroll, LLC” on or before the effective date. The Plan Supplement may designate additional Debtors to become employers of record for Business Employees on and after the effective date. Upon the effective date, the issued and outstanding equity of the Employer Debtor Entity will be cancelled and new interests representing 100% of its interests will be issued to the Purchaser or its designee, thereby effecting the transfer of the Business Employees to the Purchaser.
  • Neither the Purchaser nor the Reorganized Debtors will have any liability or obligation with respect to awards payable under any key employee incentive plan or key employee retention plan approved in the chapter 11 cases.

DIP Financing

• The DIP Facility is a senior secured superpriority debtor-in-possession credit facility in the aggregate amount of $110 million provided by JMB Capital Partners Lending, LLC, pursuant to the final DIP order entered Nov. 3, 2025 [Docket No. 257], as amended by the order entered Feb. 27, 2026 [Docket No. 624].
• On the effective date, all DIP claims - including principal, accrued interest, fees, costs, indemnification obligations and expenses - will be indefeasibly paid in full in cash from the proceeds of the sale or other sources of consideration available under the Plan.
  • Upon payment in full, all liens and security interests of the DIP lender in or against any property will be released, terminated and discharged.

DOJ and CVS Settlements

• The DOJ Agreement, entered among the Debtors, CVS Health and the DOJ, resolves the DOJ Claim, and the CVS Agreement is a settlement among the Debtors, CVS Health and the Committee. Both were filed as exhibits to the Compromise Motion.
• Under the DOJ Agreement and the CVS Agreement, the DOJ has agreed to defer receipt of distributions on account of its claim until all allowed general unsecured claims in Class 3 have been paid in full:
  • Following payment in full, or the establishment of a reserve for payment in full, of all such other allowed general unsecured claims, the DOJ will be entitled to receive distributions up to the full amount of the DOJ Claim.
• Under the CVS Agreement and the DOJ Agreement, the CVS Entities will not receive any distribution from the estates or the Plan Administrator on account of any CVS Prepetition Claims unless and until the DOJ Claim and all other allowed claims, including all allowed general unsecured claims, have been satisfied in full.
  • The CVS Entities will not assert, and are not entitled to, any claim against the Debtors or their estates on account of any payments required to be made to the DOJ under the DOJ Agreement or the CVS Agreement.
  • Nothing in the Plan reduces or limits the releases of the CVS Entities provided in the CVS Agreement or the DOJ Agreement, which remain in full force and effect.
  • In the event of an inconsistency or conflict between the Plan Documents or the Plan and the DOJ Agreement, the DOJ Agreement controls.
• The Plan constitutes a good faith compromise of all claims, interests and controversies relating to the contractual, legal and subordination rights of holders, and entry of the confirmation order will constitute the court’s approval of that compromise and a finding that it is in the best interests of the Debtors, their estates and holders of claims and interests and is fair, equitable and reasonable.
  • After the effective date, and without further notice or court approval, the Plan Administrator may compromise and settle claims against the Debtors and causes of action against other persons pursuant to section 363 of the Bankruptcy Code and Bankruptcy Rule 9019(a).

Classification and Treatment of Claims and Interests

• Administrative claims (including professional compensation claims), DIP claims, priority tax claims and statutory fees are unclassified. The Debtors reserve all rights to amend, supplement or modify the classification of claims and interests prior to or at the confirmation hearing, consistent with applicable law.
• The Plan is premised on limited consolidation of the Debtors and their estates solely for purposes of voting on, confirmation of, and distributions under the Plan: all claims against any Debtor are deemed claims against a single consolidated estate; duplicative claims filed against more than one Debtor arising from the same underlying obligation, including claims based on guarantees or other derivative liability, are treated as a single claim; each class is treated as a single class across all Debtors, with holders voting as a single constituency; section 1129 requirements, including sections 1129(a)(8), 1129(a)(10) and 1129(b), are determined on a consolidated rather than a Debtor-by-Debtor basis; and a single set of classes and a single disclosure statement, ballot and voting tabulation apply to all Debtors.
  • The limited consolidation is not a substantive consolidation for any other purpose. It does not affect the legal or corporate structure of any Debtor, cause the merger or consolidation of any legal entities, or affect the mutuality requirement for setoff under section 553. The Plan serves as a motion seeking approval of the limited consolidation under section 105(a) and Bankruptcy Rule 9019, effective as of the effective date, and entry of the confirmation order constitutes that approval.
• Class 1 - Other Secured Claims: Unimpaired; deemed to accept and not entitled to vote. Each holder will receive, at the option of the Debtors (or the Plan Administrator after the effective date): (i) cash equal to the allowed claim, including any postpetition interest required under section 506(b); (ii) reinstatement under section 1124(2); or (iii) such other treatment rendering the claim unimpaired under section 1124.
• Class 2 - Other Priority Claims: Unimpaired; deemed to accept and not entitled to vote. Each holder will receive cash equal to its allowed claim on or as soon as reasonably practicable after the effective date. CVS Prepetition Claims are excluded from Class 2, and the CVS Entities will receive no payment on account of other priority claims.
• Class 3 - General Unsecured Claims: Impaired and entitled to vote. Each holder will receive on each applicable distribution date its pro rata share of the distributable value of the estates remaining after payment of allowed administrative claims, DIP claims, and allowed Class 1 and Class 2 claims, until paid in full.
  • CVS Prepetition Claims are excluded from Class 3, and the CVS Entities will receive no payment on account of general unsecured claims.
  • No distributions will be made from Wind-Down Assets on account of a general unsecured claim that is an allowed Insured Claim until exhaustion of all remedies with respect to the applicable insurance policy.
  • Allowed claims arising from rejection of executory contracts or unexpired leases are classified and treated as Class 3 general unsecured claims.
• Class 4 - DOJ Claim: Impaired and entitled to vote. The DOJ Claim [Claim No. 419] will be allowed in the amount of $952,717,824.19 and is not subordinated under section 510 of the Bankruptcy Code or otherwise.
• Class 5 - CVS Prepetition Claims: Impaired and entitled to vote. Class 5 consists of all claims of the CVS Entities against the Debtors arising before the Petition Date, including claims entitled to administrative status under section 503(b)(9) and the claims asserted in the proof of claim filed by CVS Pharmacy on Jan. 30, 2026, in the amount of $54,450,254 [Claim No. 332].
• Class 6 - Surviving Equity Interests: Unimpaired; deemed to accept and not entitled to vote. Holders of interests in the Reorganizing Debtors listed on Exhibit A will retain such interests after the effective date.
• Class 7 - Other Equity Interests: Impaired; deemed to reject and not entitled to vote. Interests in any Debtor listed on Exhibits B or C will be canceled, released and extinguished as of the effective date, and holders will receive no distribution.
• Nothing in the Plan affects, diminishes or impairs the legal, equitable and contractual rights of holders of unimpaired claims. Any class without a holder of an allowed claim or interest, or of a claim or interest temporarily allowed for voting purposes as of the date of the confirmation hearing, is deemed eliminated from the Plan for voting purposes and for determining acceptance or rejection under section 1129(a)(8).
• The Debtors will seek confirmation under section 1129(b) with respect to any rejecting class and reserve the right to modify the Plan to the extent cramdown requires modification, including by rendering a class unimpaired.

Unclassified Claims

• Administrative Claims: Each holder of an allowed administrative claim will receive cash equal to the unpaid portion of such claim on or as soon as reasonably practicable after the latest of the effective date, the date the claim becomes allowed, and such other date agreed with the Plan Administrator.
  • Requests for payment must be filed with the court and served on the Plan Administrator by the administrative claims bar date, which is 60 days after the effective date, except as otherwise provided in the Plan, the confirmation order or the bar date order. The bar date does not apply to professional compensation claims, DIP claims or claims entitled to priority under section 503(b)(9). Any administrative claim not timely filed is forever barred, estopped and enjoined from assertion and unenforceable against the Debtors, the estates or the Plan Administrator.
  • No distributions will be made from Wind-Down Assets on account of an administrative claim that is an allowed Insured Claim for which insurance is available until exhaustion of all remedies with respect to the applicable insurance policy.
  • The CVS Entities will not receive distributions on account of any administrative claims arising before the Petition Date, including the CVS Prepetition Claims, unless and until all allowed general unsecured claims and the DOJ Claim are satisfied in full. CVS Entity administrative claims constituting Non-Released Obligations will be paid in full along with all other administrative claims.
• Professional Compensation Claims: Final fee applications must be filed by the professional fee bar date, 60 days after the effective date, with objections due within 21 days after filing. The Plan Administrator will pay allowed claims in cash as soon as reasonably practicable after allowance by final order.
  • Upon the effective date, requirements to comply with sections 327 through 331, 363 and 1103 in seeking retention or compensation for post-effective date services terminate, and the Debtors, the Reorganized Debtors or the Plan Administrator may employ and pay any professional without further notice to or action, order or approval of the court. The Liquidating Debtors, their estates and the Plan Administrator have no responsibility, liability or obligation to pay any professional employed by the Reorganized Debtors.
• Priority Tax Claims: Except where the holder agrees to less favorable treatment, each holder will receive, at the Debtors’ election, either cash equal to its allowed claim on or as soon as reasonably practicable after the effective date, or such other treatment as may be required under section 1129(a)(9)(C).
• Statutory Fees: Fees under 28 U.S.C. § 1930(a)(6) will be paid by the Debtors or the Plan Administrator when due, for each quarter or fraction of a quarter, until the earliest of conversion, dismissal, or entry of a final decree closing the applicable case. Fees accruing after the effective date attributable to the Liquidating Debtors are the responsibility of the Plan Administrator.

Wind-Down Assets and Plan Administrator

• Wind-Down Assets comprise all property vesting or re-vesting in Omnicare’s estate under the Plan, including any Excluded Assets, cash remaining in the estates immediately prior to the effective date, causes of action not released or transferred pursuant to the sale or the Plan, any other property of the estates not otherwise sold, transferred or distributed to the Purchaser, and proceeds of the foregoing.
  • All sale proceeds, Excluded Assets, Reorganizing Debtor Excluded Assets, and any other property not acquired by the Purchaser or vesting in a Reorganized Debtor will vest in Omnicare’s estate on the effective date as Wind-Down Assets, free and clear of all claims, liens, charges and other encumbrances, and be administered by the Plan Administrator for the benefit of all holders of claims and interests treated under the Plan.
  • All costs and expenses incurred on or after the effective date by the Liquidating Debtors or Plan Administrator relating to implementation and administration of the Plan, including fees and expenses of the Plan Administrator and its professionals, employees and consultants, will be paid in priority to any allowed claims or interests treated under Articles II and III of the Plan.
• The Heartland Interests - the interests OCR Services, LLC holds in non-Debtor Heartland Healthcare Services, LLC, together with any interests it may hold in non-Debtors Heartland Pharmacy of Maryland, LLC and Heartland Pharmacy of PA, LLC - will not vest or re-vest in OCR Services, any other Reorganized Debtor, the Purchaser, or Omnicare’s estate; instead, on and as of the effective date, OCR Services will be deemed to have irrevocably abandoned all right, title and interest in the Heartland Interests pursuant to section 554(a), without representation, warranty or recourse, automatically and without further act, order, filing or consent.
• The Plan Administrator identified in the Plan Supplement will be appointed on the effective date pursuant to the confirmation order and selected by the Debtors with the consent of CVS Health and the Committee, in each case not to be unreasonably withheld.
  • The Plan Administrator will be the Liquidating Debtors’ sole officer and their estates’ representative in accordance with section 1123, and the representative of the Reorganized Debtors’ estates as explicitly provided in the Plan.
  • Duties include receiving, holding, preserving, administering and liquidating the Wind-Down Assets; making distributions to holders of allowed claims; pursuing, prosecuting, settling, compromising, abandoning or otherwise disposing of Causes of Action; objecting to and reconciling claims; winding down the Liquidating Debtors’ estates following the closing of the sale, including filing all required federal, state and local tax returns; retaining professionals, employees and consultants and paying their reasonable fees and expenses from the Wind-Down Assets without further court order; effecting the dissolution of any Liquidating Debtor entity; maintaining the books, records and accounts of the Liquidating Debtors; pursuing recoveries under the insurance policies for the benefit of holders of Insured Claims; filing all required monthly operating reports and subsequent quarterly reports on behalf of the Liquidating Debtors; taking all actions necessary to administer the Liquidating Debtors’ cases through entry of a final decree; and preparing and filing all documents necessary to close the Reorganized Debtors’ cases.
  • Neither the Purchaser nor the Reorganizing Debtors has any responsibility for or obligations with respect to the Plan Administrator duties.

Corporate Existence and Case Closure

• Omnicare will remain in existence after the effective date to (i) receive, hold, preserve, administer and liquidate Wind-Down Assets; (ii) facilitate recoveries under the insurance policies and otherwise address insurance coverage claims under the direction of the Plan Administrator; (iii) pay the reasonable fees and expenses of the Plan Administrator’s professionals, employees and consultants; (iv) facilitate the claims reconciliation process; and (v) provide the Transition Services and ensure compliance with all other post-effective date obligations of the Liquidating Debtors under the Sale Documents. The other Liquidating Debtors’ cases are expected to be closed following the effective date.
  • Promptly after the full administration of any chapter 11 case, the Plan Administrator will file all documents required by Bankruptcy Rule 3022 and any applicable court order to close the case. Upon entry of an order closing each Liquidating Debtor’s case, unless otherwise specified by the Plan Administrator, that Debtor will be deemed dissolved automatically without further action, filing of a certificate or articles of dissolution, or consent of any equity holder, member, manager, director, officer or governing body.
  • The confirmation order and the order closing the case will be deemed sufficient and conclusive evidence of dissolution for all purposes under federal, state and local law, and the Plan Administrator is authorized but not required to record them with any applicable Secretary of State.
  • Pursuant to section 1141(d)(3), the Liquidating Debtors will not be entitled to a discharge.
  • As of the effective date, the term of the current members or board of managers of each Liquidating Debtor expires automatically and each such person is deemed removed without further action.
• On and after the effective date, each Reorganizing Debtor will continue in existence as a Reorganized Debtor and may be operated by the Purchaser as a going-concern business, with governance, management and operation as provided in the Plan Supplement and the Sale Documents.
  • Organizational documents will be modified or deemed modified to prohibit the issuance of non-voting equity securities, only to the extent required by section 1123(a)(6).
  • Each Reorganized Debtor will be entitled to the benefits of the discharge under section 1141(d)(1).
  • On the effective date, each Reorganizing Debtor’s chapter 11 case will be deemed closed and the Plan fully administered with respect to that case; the Reorganized Debtors will have no obligation to file post-confirmation operating reports and will not incur post-effective date fees under 28 U.S.C. § 1930(a)(6).
  • To the extent necessary, the Plan will serve as the Post-Confirmation Report and Application for Final Decree under Local Bankruptcy Rule 3022-1, and entry of the confirmation order will constitute approval of each such application and serve as the final decree for each Reorganizing Debtor’s case.
• On the effective date, except as otherwise provided in the Plan or the Sale Documents, all notes, instruments, certificates and other documents evidencing claims against or interests in a Class 7 Debtor will be cancelled and of no further force or effect.

Distributions

• The Plan Administrator, which may serve as disbursing agent and is not required to give any bond, surety or other security absent a court order to the contrary, will make initial distributions to holders of allowed claims on or as soon as reasonably practicable after the effective date, with Class 3, Class 4 and Class 5 distributions made according to the priorities described above.
  • Distributions on disputed claims that become allowed will be made no later than 60 days after allowance, without interest.
  • Prior to making any distribution, the Plan Administrator must establish a reserve for the full amount of all disputed claims, or such lesser amount as the court may authorize under section 502(c); no reserve is required for claims payable from insurance policy proceeds.
  • Distributions will be made at the address listed on the holder’s proof of claim or, if none, the address in the Debtors’ schedules. Undeliverable distributions will be held in trust, and if unclaimed within 180 days will be irrevocably forfeited and revest in Omnicare as Wind-Down Assets.
  • The Plan Administrator is not required to make distributions of less than $10, and holders of such claims are forever barred from asserting them against the Debtors, the Reorganized Debtors, the estates, the Purchaser, the Plan Administrator or their property.
  • Holders must, upon request, deliver an IRS Form W-9 or applicable Form W-8, an OFAC sanctions certification and “know your customer” information. A holder that does not satisfy the request within 30 days will be sent a second request, and failure to comply within 90 days after that second request results in forfeiture of distributions, which revest as Wind-Down Assets. The Plan Administrator must comply with all tax withholding and reporting requirements imposed by any governmental unit and is authorized to take all actions necessary to do so.
  • Distributions are free and clear of any liens, claims, encumbrances, charges and other interests. As of the distribution record date - the confirmation date or such other date designated in the confirmation order or any subsequent court order - transfer registers are deemed closed and the disbursing agent need not recognize any subsequent ownership transfers.
• Claims paid by third parties will be reduced in full and disallowed without a claim objection where the holder receives payment in full from a non-Debtor party, subject to notice to the holder.
  • A holder receiving both a plan distribution and third-party payment must repay the excess over its claim amount to the Plan Administrator within 14 days; failure to do so accrues annualized interest at the federal judgment rate in effect as of the Petition Date for each business day after the 14-day grace period until fully repaid.
• The Plan Administrator may, but is not required to, set off or recoup against any claim any causes of action the Debtors hold against the holder, except that setoff or recoupment may not be exercised on account of avoidance claims against any Supplier or its related parties released under Article VIII.
• Unless otherwise provided in the Plan or confirmation order, postpetition interest will not accrue or be paid on claims, including disputed claims that subsequently become allowed.
• Other than as set forth in the Sale Documents and the Plan, neither the Purchaser nor the Reorganized Debtors has any liability under any circumstances for any claim or distribution under the Plan, including the DOJ Claim.

Claims Resolution and the Creditor Representative

• After the effective date, the Plan Administrator retains all rights and defenses the Debtors or the estates had with respect to any claim or interest, including rights under section 502(d), and has the exclusive right to file claim objections through 180 days after the effective date, subject to extension for cause.
  • The Plan Administrator has sole authority to file, withdraw or litigate objections to judgment; settle or compromise disputed claims; and administer and adjust the claims register - maintained by Stretto, Inc. as claims, noticing and solicitation agent - without further court approval. Claims that have been paid, satisfied, amended or superseded may be adjusted or expunged without an objection being filed.
  • The Debtors or the Plan Administrator may at any time request estimation of any disputed claim under section 502(c), regardless of whether an objection has been filed, and the court retains jurisdiction to do so, including during the pendency of an objection or appeal. A claim expunged or disallowed from the claims register but subject to appeal or not the subject of a final order is deemed estimated at $0.00 unless otherwise ordered. Where the court estimates a contingent or unliquidated claim, the Plan Administrator may elect to pursue supplemental proceedings to object to any ultimate distribution on that claim.
  • No payments or distributions will be made on a disputed claim until all objections have been settled, withdrawn or determined by final order. Claims filed after the applicable bar date - set by the bar date order entered Dec. 3, 2025 [Docket No. 395] - will receive no distributions unless deemed timely filed by final order on or before the confirmation hearing. If the court disallows a claim for reimbursement or contribution under section 502(e)(1)(B), that claim is forever disallowed and expunged to the extent contingent at the time of allowance or disallowance, unless before the confirmation date the claim was adjudicated non-contingent or the holder filed a non-contingent proof of claim and a final order determined the claim to be no longer contingent.
• The Committee will select a Creditor Representative, whose appointment will be authorized in the confirmation order, effective as of the effective date, with the identity disclosed in the Plan Supplement. Its reasonable fees and expenses will be paid from the Wind-Down Assets as a plan expense without further court order.
  • The Creditor Representative will perform oversight, consultation and other functions specified in the CVS Agreement and the Plan with respect to administration of the estates and the claims reconciliation process, including bi-weekly updates from and consultation with the Plan Administrator.
  • The Plan Administrator must provide no less than five days’ notice of (i) any claim objection, (ii) the proposed allowance of any claim (other than Insured Claims) in excess of $25,000 or where the disputed amount exceeds $25,000, or (iii) the proposed allowance of any claim expected to materially and adversely impact recoveries on allowed Class 3 claims.
  • Where a disagreement over an objection or proposed allowance remains unresolved after the notice period, the Creditor Representative may appear and be heard.
• On the effective date, the Committee will dissolve and its members will be released and discharged from all rights and duties arising from the chapter 11 cases, provided that it will continue in existence with standing for the limited purposes of pursuing fee and expense applications for itself and its professionals and participating in appeals of the confirmation order or in which it is a named party.
  • The Plan Administrator is responsible for paying the Committee’s reasonable fees and expenses incurred on or after the effective date solely in connection with allowed pre-effective date fee applications, responses to objections thereto, and such appeals.

Insurance and Insured Claims

• Insured Claims are claims arising from pre-effective date acts, events or occurrences asserted against any Debtor, any Debtor’s current or former employee acting within the scope of employment with the Debtor or the CVS Entities, or any third party a Debtor is obligated to indemnify, as to which defense costs or liability are covered by an existing insurance policy or program, including the Captive Insurance Program provided by wholly owned CVS subsidiary CVS Caremark Indemnity Ltd. Covered policies include property, automobile, professional liability, employment practices liability, workers’ compensation, cyber liability, crime, directors’ and officers’ liability and umbrella excess liability coverage, as well as the Captive Insurance Program. Known prepetition Insured Claims for which a proof of claim has been filed are listed on Exhibit D to the Plan.
• With respect to any Insured Claim arising from a pre-effective date event: (i) the claim will continue to be covered and paid in accordance with the insurance policies; (ii) the Debtors’ existing rights under those policies are preserved; (iii) the Debtors’ rights, title and interests as insured under any policy in effect as of the effective date will vest in the Plan Administrator and may not be modified absent further court order unless the modification has no material negative impact on the availability of insurance to pay claims or related defense costs; (iv) the Debtors, the Plan Administrator, the Liquidating Debtors and the Reorganizing Debtors retain all defenses; and (v) the claims are subject to the Article VII.D resolution procedures.
• The automatic stay and/or discharge injunction will be modified immediately upon the effective date to permit holders of Insured Claims to prosecute their claims in a court of competent jurisdiction to final judgment and collect any judgment solely from insurance policy proceeds - except as provided in Article VI.F, under which the uncovered portion of an allowed Insured Claim may receive a Plan distribution - and to allow but not require the Debtors, the Plan Administrator, the insurers or third-party administrators to administer, handle, defend, settle and/or pay such claims.
  • Most holders of Insured Claims do not have a direct right of action against any insurer, including the Captive Insurance Program.
  • The Debtors, the Liquidating Debtors, the Reorganizing Debtors and the Plan Administrator will continue to have access to the Captive Insurance Program with respect to Insured Claims that had deductibles or self-insured retention obligations payable by the program in the ordinary course prior to the effective date.
  • Where a holder elects to continue prosecuting its Insured Claim under the Plan and the Debtor against which the claim is asserted is a Reorganized Debtor or a Liquidating Debtor whose case is closed, Omnicare and/or the Plan Administrator may be substituted as nominal defendant without further court order.
  • The portion of any allowed Insured Claim ultimately not covered by an insurance policy entitles the holder to a distribution, provided such portion is an allowed claim.
  • Where an insurer satisfies an Insured Claim, the corresponding proof of claim may be expunged from the claims register without a claim objection or further court approval.
• After the effective date, the Plan Administrator is responsible for monitoring and pursuing pre-effective date insurance coverage claims on behalf of the estates of both the Liquidating and Reorganizing Debtors, including investigation, prosecution, settlement, compromise, abandonment or other disposition.
  • Nothing in the Plan waives any cause of action against any insurer or any defenses, including coverage defenses; all rights, defenses and obligations under the insurance policies are expressly preserved.
  • Nothing in the Plan modifies the Workers’ Compensation Order [Docket No. 180], which remains in place after the effective date.

Executory Contracts and Unexpired Leases

• Any executory contract or unexpired lease not otherwise assumed, rejected or transferred prior to the effective date will, subject to the Sale Documents, be either (i) assumed and assigned to the Purchaser pursuant to the Sale Documents, with respect to Liquidating Debtor contracts, or (ii) assumed as of the effective date, with respect to Reorganizing Debtor contracts.
  • Unless rejected under the Plan or another court order, all executory contracts and unexpired leases of the Reorganized Debtors are being assumed. A list of contracts to be rejected by a Reorganizing Debtor will be included in the Plan Supplement, and the Debtors may modify that list with the Purchaser’s consent until two business days before the effective date under section 2.02(b) of the APA.
• In connection with the sale, the Debtors filed and served assumption notices identifying contracts and leases that may be assumed and assigned, together with proposed cure amounts, on April 27, 2026 and May 1, 2026 [Docket Nos. 789, 798].
  • Under the Sale Order, counterparties that did not timely object were deemed to have consented to assumption and assignment at the proposed cure amounts and are forever barred from asserting additional cure amounts or defaults, and payment of cure costs is deemed to fully satisfy the Debtors’ obligations under section 365(b).
  • Cure cost payments by the Purchaser with respect to contracts and leases assumed by the Reorganized Debtors under the Plan and those assumed and assigned to the Purchaser under the Sale Documents are collectively subject to the $1 million cure limit set forth in Section 2.05(d) of the APA.
  • Assumption and payment of related cures will result in the full, final and complete release and satisfaction of any claims or defaults, monetary or nonmonetary, including change-of-control and other bankruptcy-related defaults, arising prior to the effective date of assumption.
• Rejection damages claims must be filed by the rejection bar date - 30 days after the effective date of rejection - or will be automatically disallowed and forever barred against the Debtors, the estates, the Plan Administrator, the Purchaser and their property, with the claims agent or clerk authorized and directed to expunge untimely claims. Rejection damages arising from unexpired leases are subject to the section 502(b)(6) cap. Any other claims held by a counterparty to a rejected contract or lease must have been evidenced by a proof of claim filed by the applicable bar date or are barred and unenforceable.
• Each assumed contract or lease includes all modifications, amendments, supplements, restatements and other agreements affecting it and all related contracts and leases, including easements, licenses, permits, rights, privileges, immunities, options and rights of first refusal, unless previously rejected or repudiated or rejected under the Plan. Modifications executed during the chapter 11 cases do not alter the prepetition nature of a contract or lease or the validity, priority or amount of related claims unless the contract or lease was previously assumed. Nothing in the Plan, Plan Supplement or confirmation order constitutes an admission that any contract or lease is executory or unexpired or that the Debtors, the estates or the Plan Administrator have any liability under it. If the effective date does not occur, the court retains jurisdiction over any request to extend the deadline to assume or reject unexpired leases under section 365(d)(4), unless that deadline has expired.

Releases, Exculpation and Injunction

• Debtor Releases: Pursuant to sections 1123(b)(3)(A) and 1123(b)(3)(B), on and after the effective date, each Released Party will be released by the Releasing Parties - and by no other person or entity - from all claims, interests, obligations, rights, suits, damages, causes of action, remedies and liabilities, known or unknown, that any Releasing Party would have been legally entitled to assert in its own right or on behalf of its estate, based on or relating to the Debtors, the chapter 11 cases, the sale, business or contractual arrangements between any Debtor and any Released Party, the DIP Facility, the DOJ Agreement, the CVS Agreement, the Plan or any related agreement.
  • “Released Parties” are each Debtor and its estate; the CVS Entities other than CVS Caremark Indemnity Ltd.; the DIP lender; the Committee and its members; and the Purchaser.
  • “Releasing Parties” are each Debtor and its estate and the Plan Administrator, solely in its capacity as representative of the Debtors and their estates. No holder of a claim or interest and no non-Debtor - including any related party of any Debtor, the CVS Entities, the DIP lender, or the Committee or its members - grants any release; the releases are granted solely by the Debtors and their estates under section 1123(b)(3)(A).
  • The releases do not release Non-Released Obligations, any Released Party from claims arising from its fraud, willful misconduct or gross negligence as determined by final order, or any party from post-effective date obligations under the Plan or implementing documents.
  • Non-Released Obligations comprise post-petition obligations arising in the ordinary course between the Debtors and the CVS Entities, including rights under the shared services described in the first day declarations and related insurance obligations; the Transition Services; the CVS Entities’ post-petition ordinary course administrative claims, which will be paid in full; and the Debtors’ rights with respect to Insured Claims under a policy issued by the CVS Entities.
  • Entry of the confirmation order constitutes Bankruptcy Rule 9019 approval of the Debtor Releases and a finding that they are given in exchange for good and valuable consideration, are a good faith settlement and compromise of the released claims, are in the best interests of the Debtors, the estates and all holders of claims and interests, are fair, equitable and reasonable, are given after due notice and opportunity for hearing, and bar the Debtors, their estates and the Plan Administrator from asserting any released claim or cause of action.
• Intercompany Release: Effective as of the effective date, each Debtor, on behalf of itself, its estate, the Plan Administrator and the Reorganized Debtors, will release, waive and discharge all intercompany claims against any other Debtor based on or arising out of any act, omission, transaction, agreement, event or occurrence on or before the effective date. No intercompany claim may thereafter be enforced, and holders are permanently enjoined from asserting them.
• Supplier Release: Effective on and after the effective date, any Supplier - defined as any landlord, supplier of goods or services, or trade creditor of any Debtor or its estate - will be released from all claims and causes of action arising under chapter 5 of the Bankruptcy Code, including sections 544, 545, 547, 548, 549, 550 and 553, that any Debtor or its estate may hold against such Supplier, to the extent such claims were not otherwise transferred pursuant to the APA or are revesting in a Reorganized Debtor. The release does not extend to any other claims the estates may hold against such Suppliers or to claims against parties that are not Suppliers.
• Exculpation: The Exculpated Parties will neither have nor incur liability to any holder of a claim or interest for any postpetition act or omission in connection with the chapter 11 cases, the formulation, preparation, dissemination, negotiation or filing of the Plan or Disclosure Statement, the DOJ Agreement, the CVS Agreement, the sale, or any other document created in connection with the cases, except for acts or omissions determined by final order to have constituted actual fraud, gross negligence or willful misconduct.
  • “Exculpated Parties” are the Debtors and their estates; the Plan Administrator; the Creditor Representative; the Debtors’ independent manager and co-chief restructuring officers, in each case for conduct within the scope of their duties; and the Committee and its members, for conduct within the scope of their duties.
• Injunction - Liquidating Debtors: From the effective date until entry of a final decree closing the applicable case (or, if earlier, dissolution or such other date ordered by the court), holders of claims, interests or causes of action relating to a Liquidating Debtor are enjoined from commencing or continuing actions, enforcing judgments, creating or enforcing encumbrances, or asserting setoff, subrogation or recoupment against any Liquidating Debtor, its estate, the Exculpated Parties, the Wind-Down Assets or the Plan Administrator, in each case solely to the extent the action would interfere with the administration, liquidation or distribution of the Wind-Down Assets or the wind-down of the estates.
  • The injunction is in aid of administration of the Wind-Down Assets only, does not constitute a discharge of any Liquidating Debtor under section 1141(d), and does not bar the commencement or continuation of any action against a Liquidating Debtor from and after the closing of its case.
• Injunction - Reorganizing Debtors: Holders of claims, interests or causes of action relating to the Reorganizing Debtors that are discharged under section 1141(d)(1), released under Article VIII, or exculpated under Article VIII.D are permanently enjoined from and after the effective date from taking the same categories of action against the Reorganizing Debtors, the Reorganized Debtors, the Purchaser, the Reorganizing Debtors’ estates, the Exculpated Parties or the Plan Administrator. This is the permanent injunction described in section 524(a) with respect to the discharge granted to each Reorganized Debtor.
• Unless the Plan or the confirmation order provides otherwise, all injunctions and stays in effect in the chapter 11 cases under sections 105 or 362 or any court order and existing on the confirmation date - excluding those contained in the Plan or the confirmation order - remain in full force and effect until the effective date, and the injunctions and stays contained in the Plan and the confirmation order take effect on the effective date in accordance with their terms.
• Upon entry of the confirmation order, all holders of claims and interests and other parties in interest, together with their current and former employees, agents, officers, directors, principals and direct and indirect affiliates, are enjoined from taking any actions to interfere with implementation or consummation of the Plan.
  • No person or entity may commence or pursue a released, exculpated or enjoined claim or cause of action against the Debtors, the Reorganized Debtors, the Plan Administrator, the Purchaser or the Exculpated Parties without the court first determining, after notice and a hearing, that the claim is colorable and not discharged, released or exculpated - or, as to the Liquidating Debtors’ injunction, that it would not interfere with the wind-down - and specifically authorizing the party to bring it. The court has sole and exclusive jurisdiction to adjudicate the underlying colorable claim or cause of action.
  • The injunction extends to any successors and assigns of the Debtors and the Reorganized Debtors and their respective property and interests in property.
• No Successor Liability: On and after the effective date, the Purchaser and the Reorganized Debtors and their successors and assigns are released and exculpated from any liability, obligation, claim or cause of action, whether arising before, on or after the Petition Date, on any theory of successor or transferee liability, de facto merger, mere continuation, continuity of enterprise, substantial continuity, alter ego, veil piercing or similar derivative or vicarious liability theory arising from or relating to the Debtors, the chapter 11 cases, or consummation of the transactions contemplated by the Plan and Sale Documents.
  • By reason of its acquisition of the Purchased Assets or consummation of the sale, the Purchaser will not be deemed a successor to any Debtor, estate or CVS Entity; to have merged or consolidated with any Debtor or CVS Entity; to be a continuation or substantial continuation of any Debtor, CVS Entity or their business operations; or to have assumed or become liable for any claim against or interest in any Debtor or CVS Entity.
  • All holders of claims and interests and all other persons and entities are permanently enjoined from asserting successor or transferee liability claims against the Purchaser, the Reorganized Debtors, their successors and assigns, or the Purchased Assets.
  • Nothing precludes the National Labor Relations Board or any court from finding that a Purchaser or Reorganized Debtor is subject to a successor collective bargaining obligation under the National Labor Relations Act in accordance with NLRB v. Burns International Security Services, 406 U.S. 272 (1972), and applicable law.
• Release of Liens: On the effective date, concurrently with the applicable distributions and, in the case of a secured claim, satisfaction in full of the allowed portion, all mortgages, deeds of trust, liens, pledges and other security interests against estate property will be fully released and discharged without further action of any party, and all right, title and interest of the holders thereof will revert to the Plan Administrator, the Purchaser or the applicable Debtor.
• Protection Against Discriminatory Treatment: Consistent with section 525 and the Supremacy Clause, no person, including governmental units, may discriminate against the Debtors, the Reorganized Debtors, the Plan Administrator or the Purchaser, or deny, revoke, suspend, refuse to renew or condition a license, permit, charter, franchise or similar grant, solely because the Debtors were chapter 11 debtors, were insolvent, or did not pay a dischargeable debt.

Conditions Precedent to the Effective Date

• The effective date is the first business day on which all conditions precedent set forth in Article IX are satisfied or waived, including:
  • Entry of an order approving the Disclosure Statement, in a form reasonably acceptable to the Committee, as containing adequate information under section 1125.
  • Entry of the confirmation order in form and substance reasonably acceptable to the Debtors, the Purchaser, the CVS Entities, the Committee and the DIP lender, which has not been stayed, modified or vacated on appeal.
  • The sale having closed, or being capable of closing substantially simultaneously with the effective date.
  • Approval of each of the DOJ Agreement and the CVS Agreement by a final order and effectiveness pursuant to their terms.
  • Filing of the Plan Supplement in form and substance reasonably acceptable to the Debtors, the Purchaser, the CVS Entities, the Committee and the DIP lender.
  • All other actions and documents necessary to implement the Plan having been effected or executed and delivered.
• The Debtors, with the consent of the DIP lender, the CVS Entities, the Purchaser and the Committee, may waive any condition other than entry of the confirmation order at any time without notice or further court approval.
• If the sale does not close by the date set forth in the Sale Order, as may be extended, the Plan will be deemed withdrawn and revoked. If the Plan is revoked or withdrawn, or the confirmation order is vacated, the Plan will be null and void in all respects, any settlement or compromise embodied in it will be deemed null and void, and nothing in it will constitute a waiver or release of any claims, interests or causes of action.

Modification, Revocation, or Withdrawal

• Subject to the Bankruptcy Code and the consent rights of the DIP lender, the Purchaser and the Committee, the Debtors reserve the right to modify the Plan at any time prior to or after confirmation but before substantial consummation, subject to section 1127 and Bankruptcy Rule 3019.
  • Entry of the confirmation order means all modifications or amendments since solicitation are approved under section 1127(a) and do not require additional disclosure or re-solicitation under Rule 3019.
  • The Debtors reserve the right to revoke or withdraw the Plan prior to the effective date, subject to the same consent rights, in which case the Plan will be null and void and nothing therein will constitute a waiver or release of any claims or prejudice any party’s rights in further proceedings.

Retention of Jurisdiction

• The court will retain jurisdiction over all matters arising out of or related to the chapter 11 cases and the Plan under sections 105(a) and 1142, including to allow, disallow, determine, liquidate, classify, estimate or establish the priority, status or amount of any claim or interest; resolve disputes concerning claims, objections, allowance, disallowance, subordination, estimation and distribution; decide matters relating to professional fee applications; resolve matters relating to the assumption or assumption and assignment of executory contracts and unexpired leases, including cure amounts and disputes over executoriness; adjudicate motions, adversary proceedings and contested matters pending on the effective date; ensure distributions are accomplished in accordance with the Plan and adjudicate disputes arising from them; adjudicate all matters relating to the sale, the DOJ Agreement, the CVS Agreement and section 1141 of the Bankruptcy Code; resolve disputes and causes of action with respect to the releases, injunctions and other provisions of the Plan and enter orders implementing them; hear and determine causes of action brought by the Plan Administrator; enter and implement orders necessary or appropriate to construe, enforce, implement and consummate the Plan and the agreements created in connection with it, and orders necessary or appropriate to confirmation; hear tax matters under sections 346, 505 and 1146; consider modifications under section 1127; enforce prior orders; and hear any other matter within its jurisdiction.

Tax Matters

• To the fullest extent permitted by section 1146(a), transfers from the Debtors to any other person pursuant to, in contemplation of, or in connection with the Plan will not be subject to any document recording tax, stamp tax, conveyance fee, intangibles or similar tax, mortgage tax, real estate transfer tax, sales and use tax, mortgage recording tax, Uniform Commercial Code or regulatory filing or recording fee, or other similar tax or governmental assessment.
  • State and local officials are directed to forgo collection of such taxes and fees and to accept the relevant instruments for filing and recordation without payment. The court retains specific jurisdiction over these matters.

Miscellaneous

• Notwithstanding Bankruptcy Rules 3020(e), 6004(h) and 7062, upon the effective date the Plan will be immediately effective and enforceable and binding upon and inure to the benefit of the Debtors, the Plan Administrator, holders of claims and interests, the Released Parties, and their successors and assigns, including any chapter 7 trustee. Any action to be taken on the effective date may be taken on or as soon as reasonably practicable thereafter.
• Except to the extent the Bankruptcy Code or other federal law applies or a Plan document provides otherwise, the Plan is governed by Texas law, without giving effect to conflicts of law principles.
• Upon entry of the confirmation order, the Debtors will be deemed to have solicited votes in good faith and in compliance with the Bankruptcy Code and applicable non-bankruptcy law, and, pursuant to section 1125(e), the Debtors and their affiliates, agents, representatives, members, principals, shareholders, officers, directors, employees, advisors and attorneys will be deemed to have participated in good faith in the offer, issuance, sale and purchase of any securities offered and sold under the Plan and will have no liability for violation of any applicable law, rule or regulation governing the solicitation of votes on the Plan.
• Except as expressly set forth in the Plan, nothing constitutes a waiver or relinquishment of any claim, cause of action, right of setoff, or other legal or equitable defense of the Debtors or the Plan Administrator, all of which the Plan Administrator retains as fully as if the chapter 11 cases had not been commenced.
• United States Reservations: Except as otherwise provided in the DOJ Agreement, nothing in the Plan, Plan Supplement or confirmation order will, as to the United States, its agencies or instrumentalities:
  • Bar the United States from pursuing any police or regulatory action or any criminal action.
  • Discharge, release, exculpate, impair or preclude (a) any obligation or liability to the United States that is not a “claim” under section 101(5); (b) any claim of the United States arising on or after the confirmation date; (c) any liability of the Debtors under police or regulatory statutes as owner, lessor, lessee or operator of property after the effective date; or (d) any liability owed to the United States by any non-Debtor, including released and exculpated parties, such as liabilities arising under federal environmental, criminal, civil or common law - provided that the foregoing will not diminish the scope of any exculpation under section 1125(e) or limit the discharge granted to the Reorganizing Debtors under sections 524 and 1141.
  • Enjoin the United States from asserting or enforcing such obligations or liabilities outside the bankruptcy court, with the non-bankruptcy rights and defenses of all entities likewise preserved.
  • Affect any right of setoff or recoupment of the United States against any Reorganized Debtor, with the Debtors’ rights and defenses preserved other than those based on Plan or confirmation order language extinguishing or limiting such rights.
  • Confer exclusive jurisdiction on the bankruptcy court except as set forth in 28 U.S.C. § 1334.
  • Authorize the assumption, assignment, sale or transfer of any Federal Interests - including grants, grant funds, contracts, agreements, awards, task orders, property, intellectual property, patents, leases, certifications, applications, registrations, billing numbers, national provider identifiers, provider transaction access numbers, licenses, permits, covenants, inventory, guarantees, indemnifications, data and records - without compliance with all terms thereof and applicable non-bankruptcy law, or be interpreted to set cure amounts related to, or require the United States to novate, approve or consent to the transfer of, any Federal Interests.
  • Constitute an approval or consent by the United States; waive, alter or limit its property rights; be construed as a compromise or settlement of any of its liabilities, claims, causes of action or interests; or modify the scope of section 525.
  • As to the United States, the DOJ Agreement controls over any inconsistent provision of the Plan or the Plan Documents, and where a provision of the Plan is inconsistent with federal law, federal law controls.
• Nothing in the Plan, the Disclosure Statement or any related document constitutes an admission of fact, liability, stipulation or waiver by any party.
• In the event of an inconsistency, the Plan controls over the Disclosure Statement; the Plan Supplement controls over the Plan; and the confirmation order controls over both. Except as explicitly provided otherwise, nothing in the Plan, Disclosure Statement, Plan Supplement or confirmation order amends or supersedes any rights, obligations or duties under the Sale Documents.
• Except as otherwise indicated - including with respect to the CVS Agreement and the DOJ Agreement - the Plan supersedes all previous and contemporaneous negotiations, promises, covenants, agreements, understandings and representations on the subject matters it covers.
• If any term is held invalid, void or unenforceable prior to confirmation, the court may alter and interpret it to make it valid or enforceable to the maximum extent practicable, and the remainder of the Plan will remain in full force and effect. The confirmation order will constitute a judicial determination that each term, as altered or interpreted, is valid and enforceable, integral to the Plan and not subject to deletion or modification without the Debtors’ consent, and nonseverable and mutually dependent.