-TERMINATION OF AGREEMENT AND DESTRUCTION OF DOCUMENTS Sample Clauses

-TERMINATION OF AGREEMENT AND DESTRUCTION OF DOCUMENTS. 7.1 -Material Breach: COUNTY will terminate its contract with BUSINESS ASSOCIATE if (1) the COUNTY becomes aware that BUSINESS ASSOCIATE is in violation of this Agreement or the Privacy or Security Rules and (2) after notice, BUSINESS ASSOCIATE has failed to take reasonable steps to cure the violation. A violation may be a single material breach of, or a pattern of activity that violates, this Agreement or the Privacy and Security Rules. If termination is not feasible, COUNTY may report the problem to the Secretary of HHS as required by HIPAA.

Related to -TERMINATION OF AGREEMENT AND DESTRUCTION OF DOCUMENTS

Termination This Agreement may be terminated at any time prior to the Closing:
Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York.
Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
Miscellaneous a. A Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to own of record such Registrable Securities. If the Company receives conflicting instructions, notices or elections from two or more Persons with respect to the same Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from the registered owner of such Registrable Securities.
Entire Agreement The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.
Definitions As used in this Agreement, the following terms shall have the following meanings:
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.
WHEREAS highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;
Indemnification In the event any Registrable Securities are included in a Registration Statement under this Agreement:
Notices All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (i) if delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, or (ii) mailed by certified or registered mail with postage prepaid, on the third (3rd) business day after the date on which it is so mailed: