Conduct Arrangements for any Residual Contract Clause Samples

Conduct Arrangements for any Residual Contract. 7.18.1 The Seller and the Purchaser acknowledge that in certain circumstances, including without limitation in the case of the Assigned Transferred Contracts and the Relevant Assigned Transferred Contracts, an assignment of and/or the granting of a Collateral Warranty in respect of a Transferred Contract but not including, save where otherwise directed in writing by the Purchaser, any trust arrangement in respect of a Transferred Contract which shall be subject to the provisions of clause 7.7 to 7.10 (inclusive), the Seller and/or any Affiliate of the Seller may remain a party to a Transferred Contract following Completion (each a "Residual Contract"). In such circumstances, the Seller shall, in accordance with the provisions of clauses 7.18.2 and 7.18.3, consult the Purchaser in respect of the exercise of any discretion under any Residual Contract: (a) whether or not to exercise any rights under the relevant Residual Contract (including any rights to terminate or rights in relation to variation); (b) whether or not to waive (or choose not to enforce) any obligations of the counterparty under the relevant Residual Contract in whole or in part or to seek or accept a waiver from the counterparty obligations under the relevant Residual Contract; (c) choosing between any options that arise concerning the manner in which the counterparty could perform the relevant Residual Contract; and (d) how to mitigate any problems or issues that arise under or in connection with any Residual Contract. 7.18.2 The Seller shall provide the Purchaser with all information as is necessary and all information as may be requested by the Purchaser (acting reasonably) to facilitate any such consultation referred to clause 7.18.1 within a reasonable time period prior to the date of the proposed exercise of discretion. 7.18.3 Following the conclusion of any such consultation referred to clause 7.18.1, the Purchaser shall, acting reasonably and within a reasonable timeframe, notify the Seller in writing of its decision in respect of the matter and the Seller shall, and shall procure that any of its Affiliates shall, exercise its or their discretion in the manner directed by the Purchaser. 7.18.4 This clause 7.18 is without prejudice to any step-in rights (or analogous entitlements) contained in any Collateral Warranty or elsewhere for the benefit of the Purchaser. 7.18.5 Where the Purchaser wishes to pursue any claim under or in respect of any Residual Contract for any actual or potent...
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Related to Conduct Arrangements for any Residual Contract

  • Individual Contracts The terms and conditions of this Agreement shall be reflected in individual contracts or employment agreements.

  • Certification Regarding Business with Certain Countries and Organizations Pursuant to Subchapter F, Chapter 2252, Texas Government Code, PROVIDER certifies it is not engaged in business with Iran, Sudan, or a foreign terrorist organization. PROVIDER acknowledges this Purchase Order may be terminated if this certification is or becomes inaccurate.

  • LEAVE FOR PROVINCIAL CONTRACT NEGOTIATIONS 1. The employer shall grant a leave of absence without pay to an employee designated by the BCTF for the purpose of preparing for, participating in or conducting negotiations as a member of the provincial bargaining team of the BCTF. 2. To facilitate the administration of this clause, when leave without pay is granted, the employer shall maintain salary and benefits for the employee and the BCTF shall reimburse the employer for the salary costs. 3. Any other leaves of absence granted for provincial bargaining activities shall be granted on the basis that the salary and benefits of the employees continue and the BCTF shall reimburse the employer for the salary costs of any teacher employed to replace a teacher granted leave. 4. Any leaves of absence granted for local bargaining activities shall be granted in accordance with the Previous Local Agreement.

  • Individual Contract The individual contract, executed between each teacher and the employer, is subject to the terms and conditions of this agreement. It is specifically agreed that this article takes precedence over and governs the individual contract and the individual contract is expressly conditioned upon this article.

  • OBLIGATIONS AND ACTIVITIES OF CONTRACTOR AS BUSINESS ASSOCIATE 1. CONTRACTOR agrees not to use or further disclose PHI COUNTY discloses to CONTRACTOR other than as permitted or required by this Business Associate Contract or as required by law. 2. ▇▇▇▇▇▇▇▇▇▇ agrees to use appropriate safeguards, as provided for in this Business Associate Contract and the Agreement, to prevent use or disclosure of PHI COUNTY discloses to CONTRACTOR or CONTRACTOR creates, receives, maintains, or transmits on behalf of COUNTY other than as provided for by this Business Associate Contract. 3. ▇▇▇▇▇▇▇▇▇▇ agrees to comply with the HIPAA Security Rule at Subpart C of 45 CFR Part 164 with respect to electronic PHI COUNTY discloses to CONTRACTOR or CONTRACTOR creates, receives, maintains, or transmits on behalf of COUNTY. 4. CONTRACTOR agrees to mitigate, to the extent practicable, any harmful effect that is known to CONTRACTOR of a Use or Disclosure of PHI by CONTRACTOR in violation of the requirements of this Business Associate Contract. 5. ▇▇▇▇▇▇▇▇▇▇ agrees to report to COUNTY immediately any Use or Disclosure of PHI not provided for by this Business Associate Contract of which CONTRACTOR becomes aware. CONTRACTOR must report Breaches of Unsecured PHI in accordance with Paragraph E below and as required by 45 CFR § 164.410. 6. CONTRACTOR agrees to ensure that any Subcontractors that create, receive, maintain, or transmit PHI on behalf of CONTRACTOR agree to the same restrictions and conditions that apply through this Business Associate Contract to CONTRACTOR with respect to such information. 7. CONTRACTOR agrees to provide access, within fifteen (15) calendar days of receipt of a written request by COUNTY, to PHI in a Designated Record Set, to COUNTY or, as directed by COUNTY, to an Individual in order to meet the requirements under 45 CFR § 164.524. If CONTRACTOR maintains an Electronic Health Record with PHI, and an individual requests a copy of such information in an electronic format, CONTRACTOR shall provide such information in an electronic format. 8. CONTRACTOR agrees to make any amendment(s) to PHI in a Designated Record Set that COUNTY directs or agrees to pursuant to 45 CFR § 164.526 at the request of COUNTY or an Individual, within thirty (30) calendar days of receipt of said request by COUNTY. ▇▇▇▇▇▇▇▇▇▇ agrees to notify COUNTY in writing no later than ten (10) calendar days after said amendment is completed. 9. CONTRACTOR agrees to make internal practices, books, and records, including policies and procedures, relating to the use and disclosure of PHI received from, or created or received by CONTRACTOR on behalf of, COUNTY available to COUNTY and the Secretary in a time and manner as determined by COUNTY or as designated by the Secretary for purposes of the Secretary determining COUNTY’S compliance with the HIPAA Privacy Rule. 10. CONTRACTOR agrees to document any Disclosures of PHI COUNTY discloses to CONTRACTOR or CONTRACTOR creates, receives, maintains, or transmits on behalf of COUNTY, and to make information related to such Disclosures available as would be required for COUNTY to respond to a request by an Individual for an accounting of Disclosures of PHI in accordance with 45 CFR § 164.528. 11. CONTRACTOR agrees to provide COUNTY or an Individual, as directed by COUNTY, in a time and manner to be determined by COUNTY, that information collected in accordance with the Agreement, in order to permit COUNTY to respond to a request by an Individual for an accounting of Disclosures of PHI in accordance with 45 CFR § 164.528. 12. ▇▇▇▇▇▇▇▇▇▇ agrees that to the extent CONTRACTOR carries out COUNTY’s obligation under the HIPAA Privacy and/or Security rules CONTRACTOR will comply with the requirements of 45 CFR Part 164 that apply to COUNTY in the performance of such obligation. 13. If CONTRACTOR receives Social Security data from COUNTY provided to COUNTY by a state agency, upon request by COUNTY, CONTRACTOR shall provide COUNTY with a list of all employees, subcontractors and agents who have access to the Social Security data, including employees, agents, subcontractors and agents of its subcontractors. 14. CONTRACTOR will notify COUNTY if CONTRACTOR is named as a defendant in a criminal proceeding for a violation of HIPAA. COUNTY may terminate the Agreement, if CONTRACTOR is found guilty of a criminal violation in connection with HIPAA. COUNTY may terminate the Agreement, if a finding or stipulation that CONTRACTOR has violated any standard or requirement of the privacy or security provisions of HIPAA, or other security or privacy laws are made in any administrative or civil proceeding in which CONTRACTOR is a party or has been joined. COUNTY will consider the nature and seriousness of the violation in deciding whether or not to terminate the Agreement.