Termination of Agreement by Covered Entity Sample Clauses

The 'Termination of Agreement by Covered Entity' clause grants the covered entity the right to end the agreement under certain conditions. Typically, this clause outlines specific circumstances—such as a material breach by the other party, failure to comply with legal requirements, or other defined triggers—under which the covered entity may initiate termination. Its core practical function is to provide the covered entity with a clear mechanism to exit the agreement if the other party fails to meet essential obligations, thereby protecting the covered entity from ongoing risk or non-compliance.
Termination of Agreement by Covered Entity. Upon Covered Entity’s knowledge of a breach of a material term of this BAA by NCQA, Covered Entity shall provide NCQA with written notice of that breach in sufficient detail to enable NCQA to understand the specific nature of that breach and afford NCQA the opportunity to cure the breach; provided, however, that if NCQA fails to cure the breach within a reasonable time specified by Covered Entity, Covered Entity may terminate this BAA. Upon termination of this BAA under this Section, NCQA will comply with the return or destruction provisions of Article IV, Section 3 below, and Covered Entity may terminate the Contract, unless the parties mutually agree that NCQA may review Covered Entity pursuant to the Contract using only a Limited Data Set, pursuant to the Data Use Agreement in Article VI of this BAA, or with information that has been de-identified. If after termination of this BAA pursuant to this Section the parties agree that NCQA will continue its review of Covered Entity under the Contract using a Limited Data Set or de-identified information, the Contract shall continue in effect and the terms of this BAA that apply to such review of Covered Entity pursuant to the Contract shall survive to the extent necessary for NCQA to conduct the Survey of Covered Entity.
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Termination of Agreement by Covered Entity. Should Covered Entity become aware of a material breach of the terms and conditions of this Agreement by Business Associate, Covered Entity shall, in its sole and absolute discretion and at any time during an ongoing breach, either: (i) provide Business Associate a reasonable opportunity to cure the breach; or (ii) terminate this Agreement immediately.
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Termination of Agreement by Covered Entity. Covered Entity may terminate this Agreement immediately if it reasonably determines that Business Associate has violated a material term of this Agreement, HIPAA, the HITECH Act, HIPAA Regulations or any other applicable Law; provided, however, that in the event that termination of this Agreement is not feasible, in the Covered Entity’s sole discretion, Business Associate hereby acknowledges that the Covered Entity shall have the right to report the breach to the Secretary, notwithstanding any other provision of this Agreement to the contrary. In the event that Business Associate breaches this Agreement, HIPAA, the HITECH Act, HIPAA Regulations or any other applicable Law, Covered Entity reserves the right to cure such breach. Business Associate will cooperate with any such efforts undertaken by Covered Entity. Cure of breach does not limit Covered Entity’s ability to immediately terminate this Agreement, at its sole option.
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Termination of Agreement by Covered Entity. Upon the Covered Entity’s knowledge of a material breach of this Agreement by Business Associate, the Covered Entity shall either: i. Provide an opportunity for the Business Associate to cure the breach and then terminate this Agreement if Business Associate does not cure the breach within the time specified by Covered Entity; ii. Immediately terminate the Agreement if Business Associate has breached a material term of this Agreement and cure is not possible; or iii. If neither termination nor cure is feasible, Covered Entity shall report the violation to the Secretary.
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Related to Termination of Agreement by Covered Entity

  • Termination of Agreement If this Agreement is terminated by the Representatives in accordance with the provisions of Section 5 or Section 9(a)(i) hereof, the Company shall reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters.

  • Termination of Agreements (a) Except as set forth in Section 2.7(b), in furtherance of the releases and other provisions of Section 4.1, each of UTC, Carrier and Otis and each member of their respective Groups hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among a Party and/or any member of such Party’s Group, on the one hand, and another Party and/or any member of such other Party’s Group, on the other hand, effective as of the applicable Effective Time. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof that purports to survive termination) shall be of any further force or effect after the Effective Time. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.7(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties or any of the members of their respective Groups or to be continued from and after the Effective Time); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.7(b)(ii); (iii) any agreements, arrangements, commitments or understandings to which any Third Party is a party thereto (including any Shared Contracts); (iv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); (v) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of UTC, Carrier or ▇▇▇▇, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (vi) any agreements for the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of any Group from a member of another Group prior to the Effective Time. (c) All of the intercompany accounts receivable and accounts payable between any member of a Party’s Group, on the one hand, and any member of another Party’s Group, on the other hand, outstanding as of the Effective Time shall, as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated in a manner as determined by UTC in its sole and absolute discretion (acting in good faith).

  • Term; Termination of Agreement This Agreement shall continue in force for a period of one year from the date hereof, subject to an unlimited number of successive one-year renewals upon mutual consent of the parties. It is the duty of the Independent Directors to evaluate the performance of the Advisor annually before renewing the Agreement, and each such renewal shall be for a term of no more than one year.

  • Effect of Termination of Agreement Upon the Termination Date or the Expiration Date, as applicable, any amounts then owing by a Party to the other Party shall become immediately due and payable and the then future obligations of Customer and Provider under this Agreement shall be terminated (other than the indemnity obligations set forth in Section 13). Such termination shall not relieve either Party from obligations accrued prior to the effective date of termination or expiration.

  • Early Termination of Agreement This agreement may be terminated at any time upon a thirty (30) day written notice from either party, and without fault or claim for damages by either party.