RIGHT TO SEEK INDEPENDENT COUNSEL Sample Clauses

RIGHT TO SEEK INDEPENDENT COUNSEL. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE PARTIES HERETO EACH FULLY UNDERSTAND THE TERMS OF THIS AGREEMENT AND THAT EACH PARTY HAS BEEN ADVISED OF THE SIGNIFICANT IMPORTANCE OF RETAINING AN INDEPENDENT ATTORNEY OF ITS CHOOSING TO REVIEW THIS AGREEMENT ON ITS BEHALF. THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE HAD THE UNRESTRICTED OPPORTUNITY TO BE REPRESENTED BY AN INDEPENDENT ATTORNEY. IN THE EVENT OF EITHER PARTY’S FAILURE TO OBTAIN INDEPENDENT COUNSEL OR WAIVER THEREOF, THE PARTIES HEREBY WARRANT AND REPRESENT THAT SUCH PARTY WILL NOT ATTEMPT TO USE SUCH FAILURE AND/OR WAIVER AS A BASIS TO AVOID ANY OBLIGATIONS UNDER THIS AGREEMENT, OR TO INVALIDATE THIS AGREEMENT OR TO RENDER THIS AGREEMENT OR ANY PART THEREOF UNENFORCEABLE. EXHIBIT A BUSINESS ASSOCIATE AGREEMENT THIS BUSINESS ASSOCIATE AGREEMENT (“BAA”) is entered into by and between ZyDoc Medical Transcription, LLC, a New York State Limited Liability Company located at 0000 Xxxxxxxx Xxxxxxxx Xxxxxxx, Xxxxxxxx, XX 00000 (“Business Associate”) and you, an individual who is at least 18 years of age (“Covered Entity”), for the purposes of complying with the privacy and security regulations issued by the United States Department of Health and Human Services under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and its implementing regulations, including the Privacy Rule, the Security Rule and the Breach Notification Rule (each as defined below), and subtitle D of the Health Information Technology for Economic and Clinical Health Act provisions of the American Recovery and Reinvestment Act of 2009, 42 U.S.C. §§17921- 17954 (the “HITECH Act”), each as may be amended from time to time. If Covered Entity is entering into this BAA on behalf of a company, entity, partnership or organization (“Organization”), then such individual represents and warrants that it (i) is an authorized representative with the authority to bind such Organization to this BAA; (ii) has read this BAA; (iii) understands this BAA in its entirety and (iv) agrees to this BAA on behalf of such Organization. This BAA shall be effective as of the date Covered Entity accesses, browses, contributes to, views, registers with, interacts with, begins to install or otherwise uses Company’s Services, whichever is earliest (the “Effective Date”). Covered Entity and Business Associate may hereafter each be referred to as a “Party”, and collectively as the “Parties.” The Parties hereto have entered into a Terms of Service...
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Related to RIGHT TO SEEK INDEPENDENT COUNSEL

  • Independent Counsel If the determination of entitlement to indemnification or advancement of Expenses is to be made by Independent Counsel, the Board of Trustees shall select the Independent Counsel, and the Secretary of the Fund shall give written notice to the Board Member advising the Board Member of the identity of the Independent Counsel selected. The Board Member may, within five days after receipt of such written notice, deliver to the Secretary of the Fund a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement of independence set forth in Section 4, and shall set forth with particularity the factual basis of such assertion. Upon such objection, the Board of Trustees, acting in conformity with applicable federal and Delaware law, shall select another Independent Counsel. If within fourteen days after submission by the Board Member of a written request for indemnification or advancement of Expenses no such Independent Counsel shall have been selected without objection, then either the Board or the Board Member may petition the Chancery Court of the State of Delaware or any other court of competent jurisdiction for resolution of any objection that shall have been made to the selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel. The Fund shall pay all reasonable fees and Expenses charged or incurred by Independent Counsel in connection with his or her determinations pursuant to this Agreement, and shall pay all reasonable fees and Expenses incident to the procedures described in this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed.

  • LAW APPLICABLE AND COMPETENT COURT 6.1 The Agreement is governed by [insert the national law of the NA].

  • PURPOSE/JUSTIFICATION OF RECOMMENDED ACTION The purpose of the Agreement is to provide the City with the services for one full-time equivalent senior criminalist from the Department to perform DNA testing, analysis, and forensic-related consulting as requested by the City, effective July 1, 2016 through June 30, 2021. The City’s current agreement with the County for this position expires on June 30, 2016. This Agreement will not result in the creation of an additional senior criminalist position, as the position was created during the previous agreement.

  • Right to Legal Counsel The union is the exclusive bargaining agent for the bargaining unit employee and as such has the exclusive right to represent the employee in all matters pertaining to his/her terms and conditions of employment, including matters that may lead to discipline by the employer. An individual bargaining unit employee has no right to be represented by legal counsel during an Article 2 investigation involving an allegation of harassment.

  • The Indemnified Person (a) shall give the Indemnifying Party notice of the Claim promptly after becoming aware thereof (including a statement of facts known to the Indemnified Person related to the Claim and an estimate of the amount thereof); (b) prior to taking any material action with respect to a Third Party Claim, shall consult with the Indemnifying Party as to the procedure to be followed in defending, settling, or compromising the Claim; (c) shall not consent to any settlement or compromise of a Third Party Claim without the written consent of the Indemnifying Party; (d) shall permit the Indemnifying Party to assume the defense of a Third Party Claim (including, except as provided below, the compromise or settlement thereof) at the Indemnifying Party’s own cost and expense, provided, however, that the Indemnified Person shall have the right to approve the Indemnifying Party's choice of legal counsel.

  • Indemnification and Save Harmless Provision The Association agrees to indemnify and hold the Board harmless against any liability which may arise by reason of any action taken by the Board in complying with the provisions of this Article.

  • Indemnification Against Third-Party Claims Each Party (the Indemnifying Party) agrees to indemnify, defend, and hold harmless the other Party (the Indemnified Party) and the other Party’s Subsidiaries, predecessors, successors, Affiliates, and assigns, and all current and former officers, directors, members, shareholders, agents, contractors and employees of all such persons and entities (collectively, with Indemnified Party, the “Indemnitee Group”), from any and all Claims (as hereinafter defined).

  • Objection Right for New Sub-processors Client may reasonably object to Data Processor’s use of a new Sub-processor for reasons related to the GDPR by notifying Data Processor promptly in writing within three (3) business days after receipt of Data Processor’s notice in accordance with the mechanism set out in Section 5.2 and such written objection shall include the reasons related to the GDPR for objecting to Data Processor’s use of such new Sub-processor. Failure to object to such new Sub-processor in writing within three (3) business days following Data Processor’s notice shall be deemed as acceptance of the new Sub-Processor. In the event Client reasonably objects to a new Sub-processor, as permitted in the preceding sentences, Data Processor will use reasonable efforts to make available to Client a change in the Services or recommend a commercially reasonable change to Client’s use of the Services to avoid Processing of Personal Data by the objected-to new Sub-processor without unreasonably burdening the Client. If Data Processor is unable to make available such change within a reasonable period of time, which shall not exceed thirty (30) days, Client may, as a sole remedy, terminate the applicable Agreement and this DPA with respect only to those Services which cannot be provided by Data Processor without the use of the objected- to new Sub-processor by providing written notice to Data Processor provided that all amounts due under the Agreement before the termination date with respect to the Processing at issue shall be duly paid to Data Processor. Until a decision is made regarding the new Sub-processor, Data Processor may temporarily suspend the Processing of the affected Personal Data. Client will have no further claims against Data Processor due to the termination of the Agreement (including, without limitation, requesting refunds) and/or the DPA in the situation described in this paragraph.

  • Legal Counsel Subject to Section 5 hereof, the Required Holders shall have the right to select one legal counsel to review and oversee any registration pursuant to this Section 2 (“Legal Counsel”), which shall be Xxxxxxx Xxxx & Xxxxx LLP or such other counsel as thereafter designated by the Required Holders. The Company and Legal Counsel shall reasonably cooperate with each other in performing the Company’s obligations under this Agreement.

  • Applicable law and competent court 15.1 The Agreement is governed by law of the Czech Republic.

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