Common use of Compliance with HIPAA Clause in Contracts

Compliance with HIPAA. To the extent that and for so long as (i) any Credit Party is a “covered entity” as defined in 45 C.F.R. § 160.103, (ii) any Credit Party and/or its business and operations are subject to or covered by the HIPAA Administrative Requirements codified at 45 C.F.R. Parts 160 & 162 (the “Transactions Rule”) and/or the HIPAA Security and Privacy Requirements codified at 45 C.F.R. Parts 160 & 164 (the “Privacy and Security Rules”), or (iii) any Credit Party sponsors any “group health plans” as defined in 45 C.F.R. § 160.103, such Credit Party has: (x) completed, or will complete on or before any applicable compliance date, surveys, audits, inventories, reviews, analyses and/or assessments, including risk assessments, (collectively “Assessments”) of all areas of its business and operations subject to HIPAA and/or that could reasonably be expected to be adversely affected by the failure of such Credit Party to be HIPAA Compliant (as defined below) to the extent that such Credit Party reasonably believes that these Assessments are appropriate or required for such Credit Party to be HIPAA Compliant; (y) developed, or will develop on or before any applicable compliance date, a detailed plan and time line for becoming HIPAA Compliant (a “HIPAA Compliance Plan”); and (z) implemented, or will implement on or before any applicable compliance date, those provisions of its HIPAA Compliance Plan necessary to ensure that such Credit Party is HIPAA Compliant; provided, however, that subsections (x), (y) and (z) of this Section 4.21 as they relate to the Transactions Rule shall not apply to Medcare for the period beginning on the date of this Agreement and continuing until the later to occur (and including such date) of (1) October 15, 2003 and (2) such other date as may be adopt by the U.S. Department of Health and Human Services (“HHS”) as the compliance deadline for the Transactions Rule (including any extensions of such deadline adopted by HHS). For purposes of this Agreement, “HIPAA Compliant” shall mean that such Credit Party (1) is, or on or before any applicable compliance date, including any extensions of such date adopted by HHS, will be, in full compliance with any and all of the applicable requirements of HIPAA, including all requirements of the Transactions Rule and the Privacy and Security Rules and (2) is not subject to, and could not reasonably be expected to become subject to, any civil or criminal penalty or any investigation, claim or process that could reasonably be expected to have a Material Adverse Effect.

Compliance with HIPAA. To the extent that and for so long as (i) the Company or any Credit Party of its subsidiaries is a “covered entity” as defined in 45 C.F.R. § Section 160.103, (ii) any Credit Party the Company, its subsidiaries and/or its their respective business and operations are subject to or covered by the HIPAA Administrative Requirements codified at 45 C.F.R. Parts 160 & and 162 (the “Transactions Rule”) and/or the HIPAA Security and Privacy Requirements codified at 45 C.F.R. Parts 160 & and 164 (the “Privacy and Security Rules”), or and/or (iii) the Company or any Credit Party of its subsidiaries sponsors any “group health plans” as defined in 45 C.F.R. § Section 160.103, such Credit Party the Company or any of its subsidiaries has: (x) completed, or will complete on or before any applicable compliance date, thorough and detailed surveys, audits, inventories, reviews, analyses and/or assessments, including risk assessments, (collectively “Assessments”) of all areas of its business and operations subject to HIPAA and/or that could reasonably be expected to be adversely affected by the failure of such Credit Party the Company or any of its subsidiaries to be HIPAA Compliant (as defined below) to the extent that such Credit Party reasonably believes that these Assessments are appropriate or required for such Credit Party the Company or any of its subsidiaries to be HIPAA Compliant; (y) developed, or will develop on or before any applicable compliance date, a detailed plan and time line for becoming HIPAA Compliant (a “HIPAA Compliance Plan”); and (z) implemented, or will implement on or before any applicable compliance date, those provisions of its HIPAA Compliance Plan necessary to ensure that such Credit Party the Company or any of its subsidiaries is HIPAA Compliant; provided, however, that subsections (x), (y) and (z) of this Section 4.21 as they relate to the Transactions Rule shall not apply to Medcare for the period beginning on the date of this Agreement and continuing until the later to occur (and including such date) of (1) October 15, 2003 and (2) such other date as may be adopt by the U.S. Department of Health and Human Services (“HHS”) as the compliance deadline for the Transactions Rule (including any extensions of such deadline adopted by HHS). For purposes of this Agreement, “HIPAA Compliant” shall mean that such Credit Party the Company or any of is subsidiaries (1) is, or on or before any applicable compliance date, including any extensions of such date adopted by HHS, will be, in full compliance in all material respects with any and all of the applicable requirements of HIPAA, including all requirements of the Transactions Rule and the Privacy and Security Rules and (2) is not subject to, and could not reasonably be expected to become subject to, any civil or criminal penalty or any investigation, claim or process that could reasonably be expected to have result in a Material Adverse EffectChange.

Compliance with HIPAA. To the extent that and for so long as (i) any Credit Party is a “"covered entity” " as defined in 45 C.F.R. § ss. 160.103, (ii) any Credit Party and/or its business and operations are subject to or covered by the HIPAA Administrative Requirements codified at 45 C.F.R. Parts 160 & 162 (the “"Transactions Rule”") and/or the HIPAA Security and Privacy Requirements codified at 45 C.F.R. Parts 160 & 164 (the “"Privacy and Security Rules”"), or and/or (iii) any Credit Party sponsors any “"group health plans” " as defined in 45 C.F.R. § ss. 160.103, such Credit Party has: (x) completed, or will complete on or before any applicable compliance date, surveys, audits, inventories, reviews, analyses and/or assessments, including risk assessments, (collectively “"Assessments”") of all areas of its business and operations subject to HIPAA and/or that could reasonably be expected to be adversely affected by the failure of such Credit Party to be HIPAA Compliant (as defined below) to the extent that such Credit Party reasonably believes that these Assessments are appropriate or required for such Credit Party to be HIPAA Compliant; (y) developed, or will develop on or before any applicable compliance date, a detailed plan and time line for becoming HIPAA Compliant (a “"HIPAA Compliance Plan”"); and (z) implemented, or will implement on or before any applicable compliance date, those provisions of its HIPAA Compliance Plan necessary to ensure that such Credit Party is HIPAA Compliant; provided, however, that subsections (x), (y) and (z) of this Section 4.21 as they relate to the Transactions Rule shall not apply to Medcare MedCare for the period beginning on the date of this Agreement and continuing until the later to occur (and including such date) of (1) October 15, 2003 and (2) such other date as may be adopt by the U.S. Department of Health and Human Services (“"HHS”") as the compliance deadline for the Transactions Rule (including any extensions of such deadline adopted by HHS). For purposes of this Agreement, “"HIPAA Compliant” " shall mean that such Credit Party (1) is, or on or before any applicable compliance date, including any extensions of such date adopted by HHS, will be, in full compliance with any and all of the applicable requirements of HIPAA, including all requirements of the Transactions Rule and the Privacy and Security Rules and (2) is not subject to, and could not reasonably be expected to become subject to, any civil or criminal penalty or any investigation, claim or process that could reasonably be expected to have a Material Adverse Effect.

Compliance with HIPAA. To the extent that and for so long as (i) any Credit Consolidated Party is a “"covered entity” as defined in 45 C.F.R. § 160.103, (ii) any Credit Party and/or its business and operations are " within the meaning of or otherwise subject to or covered by the HIPAA Administrative Requirements codified at 45 C.F.R. Parts 160 & 162 HIPAA, each Consolidated Party (the “Transactions Rule”a) and/or the HIPAA Security and Privacy Requirements codified at 45 C.F.R. Parts 160 & 164 (the “Privacy and Security Rules”), or (iii) any Credit Party sponsors any “group health plans” as defined in 45 C.F.R. § 160.103, such Credit Party has: (x) completed, or will complete on or before any applicable compliance date, has undertaken all necessary surveys, audits, inventories, reviews, analyses and/or assessments, assessments (including any necessary risk assessments, (collectively “Assessments”) of all areas of its business and operations subject to required by HIPAA and/or that could reasonably be expected to be materially adversely affected by the failure of such Credit Consolidated Party to be HIPAA Compliant (as defined below), (b) to the extent that such Credit Party reasonably believes that these Assessments are appropriate or has implemented all required for such Credit Party policies, procedures and other actions necessary to be HIPAA Compliant; , (yc) developed, or will develop on or before any applicable compliance date, a detailed plan and time line for becoming HIPAA Compliant has executed the "Business Associate Agreements" (a “HIPAA Compliance Plan”); and (z) implemented, or will implement on or before any applicable compliance date, those provisions of its HIPAA Compliance Plan necessary to ensure that such Credit Party is HIPAA Compliant; provided, however, that subsections (xas defined under HIPPA regulations), (y) and (z) of this Section 4.21 as they relate to including the Transactions Rule shall not apply to Medcare for the period beginning on the date of Business Associate Agreement delivered under this Agreement and continuing until the later to occur (and including such dated) of (1) October 15, 2003 and (2) such other date as may be adopt by the U.S. Department of Health and Human Services (“HHS”) as the compliance deadline for the Transactions Rule (including any extensions of such deadline adopted by HHS)is HIPPA Complaint. For purposes of this Agreementhereof, “"HIPAA Compliant” shall mean " means that such Credit Consolidated Party (1A) is, or on or before any applicable compliance date, including any extensions of such date adopted by HHS, will be, is in full compliance with any and all each of the applicable requirements of the so-called "Administrative Simplification" provisions of HIPAA, including and all requirements final rules and regulations promulgated thereunder, on and as of each date that any part thereof, and all final rules or regulations thereunder, becomes effective in accordance with its or their terms, as the Transactions Rule and the Privacy and Security Rules case may be (each such date, a "HIPAA Compliance Date") and (2B) is not subject to, and could not reasonably be expected to become become, as of any date following any such HIPAA Compliance Date, the subject to, of any civil or criminal penalty penalty, process, claim, action or proceeding, or any investigationadministrative or other regulatory review, claim survey, process or process proceeding (other than routine surveys or reviews conducted by any government health plan or other accreditation entity), that could result in any of the foregoing or that could in the case of (A) and (B) reasonably be expected to have a Material Adverse Effect.