1Access. Each LS Director is permitted to disclose to the Principal Stockholder Group information about the Company and its Affiliates that he or she receives as a result of being a Director.
1Access. During the Term of this Agreement and subject to the terms herein, Client may use password(s) and identification number(s) provided by Cardinal Health to remotely access Client’s data maintained on Cardinal Health’s web enabled Operating System Base and certain support services associated therewith, as further set forth in the SOW (collectively, the “System”) provided that such access is used solely by Client’s employees and consultants and for Client’s own internal business purposes. Client shall use that access solely to access Client’s data and shall not access or attempt to access any other data, systems or software. Client shall be responsible for all use of the passwords and identification elements and shall ensure that they are used solely to effect the limited access authorized herein. The limited license to access the System granted herein does not include the right to copy, download or otherwise use any software or non-Client data maintained on the System.
1Access. If Business Associate maintains a Designated Record Set on behalf of Covered Entity, Business Associate shall permit an Individual to inspect or copy PHI contained in that set about the Individual in accordance with the Privacy Standards set forth in 45 C.F.R. § 164.524, as it may be amended from time to time, unless excepted or a basis for denial exists under 45 C.F.R. § 164.524, as determined by the Covered Entity. In the event a Business Associate uses or maintains an Electronic Health Record on behalf of Covered Entity, then, as of the date required by ARRA, an Individual’s right of access under 45 C.F.R. § 164.524 shall include the right to obtain a copy of the PHI in an electronic format and, if the Individual chooses in a clear, conspicuous and specific manner, to direct the Business Associate to transmit such copy to any person designated by the Individual. Business Associate shall respond to any request from Covered Entity for access by an Individual within five (5) days of such request unless otherwise agreed to by Covered Entity. The information shall be provided in the form or format requested, if it is readily producible in such form or format, or in summary, if the Individual has agreed in advance to accept the information in summary form. A reasonable, cost based fee may be charged for copying PHI or providing a summary of PHI in accordance with 45 C.F.R. § 164.524(c)(4), provided that any such fee relating to a copy or summary of PHI provided in an electronic form may not be greater than the labor costs incurred in response to the request for the copy or summary.
1Access. Seller shall afford to Buyer and Xxxxx's accountants, counsel and representatives reasonable access during normal business hours throughout the period prior to the Closing Date (or the earlier termination of this Agreement) to all of the properties, books, Contracts and records of Seller (including, without limitation, Seller's accounting records and loan files and reasonable inquiry of Seller's independent accountants) and, during such period, shall furnish promptly to Buyer all information concerning Seller, the Business, and Seller's properties, liabilities and personnel as Buyer may reasonably request.
1Access. We will not be liable under this Agreement or any applicable Service Agreement for failure to provide access or for interruptions in access to our Services due to a system failure or due to other unforeseen acts or circumstances.
1Access. (a) From and after the date hereof until the Scheduled Closing Date (or earlier termination of this Agreement), but subject to applicable Laws and obtaining any required consents of Third Parties, Seller shall afford, or shall cause the Purchased Company to afford, to Buyer and its officers, employees, agents, accountants, attorneys and other authorized representatives (“Buyer’s Representatives”) reasonable access, during normal business hours and upon reasonable notice, to all Records and other documents in Seller’s, or the Purchased Company’s or any of their respective Affiliates’ possession or control relating to the Membership Interests or Assets, but only to the extent (i) that Seller or the Purchased Company may do so without violating applicable Laws or agreements with Third Parties; (ii) Seller and the Purchased Company has authority to grant such access without breaching any obligation of confidentiality binding on Seller or the Purchased Company; (iii) no such Records are subject to any third party license or agreement that restricts or prohibits Seller’s or the Purchased Company’s ability to disclose or transfer such Records and (iv) the disclosure by Seller or the Purchased Company would not waive any legal right or privilege of Seller; provided that Seller shall, and shall cause Purchased Company to, use commercially reasonably efforts to obtain a waiver of any such restrictions in favor of Buyer. From and after the Closing Date until the Defect Deadline, Seller shall afford Buyer’s Representatives reasonable access, during normal business hours and upon reasonable notice, to all Records and other documents in Seller’s, or any of its respective Affiliates’ possession or control relating to the Assets, subject to the same limitations (i) through (iv) above in the preceding sentence. To the extent the Purchased Company is not the operator of the Assets, Seller shall use commercially reasonable efforts to assist, or cause to assist, Buyer in obtaining access to all such Records, provided, however, Seller shall not be required to spend any amounts nor waive any of the rights or restrictions described in subparts (i)-(iv) above in connection with such efforts, but shall take commercially reasonable efforts to obtain any exceptions thereto to afford Buyer such access. All investigations and due diligence conducted by Buyer or any Buyer’s Representative shall be conducted at Buyer’s sole cost, risk and expense and any conclusions made from any examin...
1Access. Between the date of this Agreement and the Closing Date, Seller shall, and shall cause Cleo and its Subsidiaxxxx to, (a) give Buyer and its authorized representatives reasonable access to all plants, offices, warehouse and other facilities and properties of Cleo and its Subsidiaxxxx and to the books and records of Cleo and its Subsidiaxxxx, (b) permit Buyer to make inspections thereof, and (c) cause its officers and its advisors to furnish Buyer with such financial and operating data and other information with respect to the business and properties of Cleo and its Subsidiaxxxx and to discuss with Buyer and its authorized representatives the affairs of Cleo and its Subsidiaxxxx, all as Buyer may from time to time reasonably request, subject in each case to the Confidentiality Agreement dated May 9, 1995 between Buyer and Seller.
