1Access Sample Clauses

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.
Sample 1
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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.
Sample 1
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.
Sample 1
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.
Sample 1
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.
Sample 1
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.
Sample 1
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 examina...
Sample 1
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Related to 1Access

  • Internet Access Data and information may be made electronically accessible to the Company through Internet access to one or more links provided by the Administrator or a sub-administrator (“Web Link”). All rights in Web Link (including text and “look and feel” attributes) are owned by the sub-administrator. Any commercial use of the content or any other aspect of Web Link requires the written permission of the sub-administrator. Use of the Web Link by the Company will be subject to any terms of use set forth on the web site. Web Link and the information (including text, graphics and functionality) in the Web Link is presented “As Is” and “As Available” without express or implied warranties including, but not limited to, implied warranties of non-infringement, merchantability and fitness for a particular purpose. The sub-administrator neither warrants that the Web Link will be uninterrupted or error free, nor guarantees the accessibility, reliability, performance, timeliness, sequence, or completeness of information provided on the Web Link.

  • Site Access Dell requires the right to access the APEX System in a timely way and as provided in the Service Offering Description to provide the Support Services. Failure to ensure that Customer provides Dell with timely access to a Site will relieve Dell of the Support Services obligations and Dell may also, at Dell’s discretion, suspend the APEX Service.

  • Infrastructure (a) The Borrower has and will maintain a sufficient infrastructure to conduct its business as presently conducted and as contemplated to be conducted following its execution of this Agreement.

  • User Access Transfer Agent shall have a process to promptly disable access to Fund Data by any Transfer Agent personnel who no longer requires such access. Transfer Agent will also promptly remove access of Fund personnel upon receipt of notification from Fund.

  • Tenant Access Landlord, in Landlord’s reasonable discretion and upon receipt of a written request from Tenant, may grant Tenant a license to have access to the Premises prior to the Completion Date to allow Tenant to do other work required by Tenant to make the Premises ready for Tenant’s use and (the “Tenant’s Pre-Occupancy Work”). It shall be a condition to the grant by Landlord and continued effectiveness of such license that:

  • Full Access The Seller will permit representatives of the Buyer to have full access at all reasonable times, and in a manner so as not to interfere with the normal business operations of the Seller to the Property and to obtain copies of all books, records, contracts, and documents of or pertaining to the Property.

  • Data Access Services State Street agrees to make available to the Fund the Data Access Services subject to the terms and conditions of this Addendum and such data access operating standards and procedures as may be issued by State Street from time to time. The Fund shall be able to access the System to (i) originate electronic instructions to State Street in order to (a) effect the transfer or movement of cash or securities held under custody by State Street or (b) transmit accounting or other information (the transactions described in (i)(a) and (i)(b) above are referred to herein as “Client Originated Electronic Financial Instructions”), and (ii) access data for the purpose of reporting and analysis, which shall all be deemed to be Data Access Services for purposes of this Addendum.

  • Review Systems; Personnel It will maintain business process management and/or other systems necessary to ensure that it can perform each Test and, on execution of this Agreement, will load each Test into these systems. The Asset Representations Reviewer will ensure that these systems allow for each Review Receivable and the related Review Materials to be individually tracked and stored as contemplated by this Agreement. The Asset Representations Reviewer will maintain adequate staff that is properly trained to conduct Reviews as required by this Agreement.

  • Network Access Control The VISION Web Site and the Distribution Support Services Web Site (the “DST Web Sites”) are protected through multiple levels of network controls. The first defense is a border router which exists at the boundary between the DST Web Sites and the Internet Service Provider. The border router provides basic protections including anti-spoofing controls. Next is a highly available pair of stateful firewalls that allow only HTTPS traffic destined to the DST Web Sites. The third network control is a highly available pair of load balancers that terminate the HTTPS connections and then forward the traffic on to one of several available web servers. In addition, a second highly available pair of stateful firewalls enforce network controls between the web servers and any back-end application servers. No Internet traffic is allowed directly to the back-end application servers. The DST Web Sites equipment is located and administered at DST’s Winchester data center. Changes to the systems residing on this computer are submitted through the DST change control process. All services and functions within the DST Web Sites are deactivated with the exception of services and functions which support the transfer of files. All ports on the DST Web Sites are disabled, except those ports required to transfer files. All “listeners,” other than listeners required for inbound connections from the load balancers, are deactivated. Directory structures are “hidden” from the user. Services which provide directory information are also deactivated.

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