AUDIT, INSPECTION, AND EXAMINATION Sample Clauses

AUDIT, INSPECTION, AND EXAMINATION. 19.1 Covered Entity reserves the right to conduct a reasonable inspection of the facilities, systems, information systems, books, records, agreements, and policies and procedures relating to the Use or Disclosure of Protected Health Information for the purpose determining whether Business Associate is in compliance with the terms of this Business Associate Agreement and any non-compliance may be a basis for termination of this Business Associate Agreement and the applicable underlying Agreement, Contract, Master Agreement, Work Order, Purchase Order or other services arrangement, with or without payment, that gives rise to Contractor's status as a Business Associate, as provided for in section 17. 19.2 Covered Entity and Business Associate shall mutually agree in advance upon the scope, timing, and location of any such inspection. 19.3 At Business Associate's request, and to the extent permitted by law, Covered Entity shall execute a nondisclosure agreement, upon terms and conditions mutually agreed to by the parties. 19.4 That Covered Entity inspects, fails to inspect, or has the right to inspect as provided for in Section 19.1 does not relieve Business Associate of its responsibility to comply with this Business Associate Agreement and/or the HIPAA Rules or impose on Covered Entity any responsibility for Business Associate's compliance with any applicable HIPAA Rules. 19.5 Covered Entity's failure to detect, its detection but failure to notify Business Associate, or its detection but failure to require remediation by Business Associate of an unsatisfactory practice by Business Associate, shall not constitute acceptance of such practice or a waiver of Covered Entity's enforcement rights under this Business Associate Agreement or the applicable underlying Agreement, Contract, Master Agreement, Work Order, Purchase Order or other services arrangement, with or without payment, that gives rise to Contractor's status as a Business Associate. 19.6 Section 19.1 is not intended by the parties to limit in any way the scope of Business Associate's obligations related to Inspection and/or Audit and/or similar review in the applicable underlying Agreement, Contract, Participation Agreement, Master Agreement, Work Order, Purchase Order, or other services arrangement, with or without payment, that gives rise to Contractor's status as a Business Associate.
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AUDIT, INSPECTION, AND EXAMINATION. Covered Entity reserves the right to conduct a reasonable inspection of the facilities, systems, information systems, books, records, agreements, and policies and procedures relating to the Use or Disclosure of Protected Health Information for the purpose determining whether Business Associate is in compliance with the terms of this Business Associate Agreement and any non-compliance may be a basis for termination of this Business Associate Agreement and the applicable underlying Agreement, Contract, Master Agreement, Work Order, Purchase Order or other services arrangement, with or without payment, that gives rise to Contractor's status as a Business Associate, as provided for in section 18.
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AUDIT, INSPECTION, AND EXAMINATION. 19.1 Covered Entity reserves the right to conduct a reasonable inspection of the facilities, systems, information systems, books, records, agreements, and policies and procedures relating to the Use or Disclosure of Protected Health Information for the purpose determining whether Business Associate is in compliance with the terms of DocuSign Envelope ID: DE20D785-D59E-491F-A20C-92A887AA714E this Business Associate Agreement and any non-compliance may be a basis for termination of this Business Associate Agreement and the applicable underlying Agreement, Contract, Master Agreement, Work Order, Purchase Order or other services arrangement, with or without payment, that gives rise to Contractor's status as a Business Associate, as provided for in section 17. 19.2 Covered Entity and Business Associate shall mutually agree in advance upon the scope, timing, and location of any such inspection. 19.3 At Business Associate's request, and to the extent permitted by law, Covered Entity shall execute a nondisclosure agreement, upon terms and conditions mutually agreed to by the parties. 19.4 That Covered Entity inspects, fails to inspect, or has the right to inspect as provided for in Section 19.1 does not relieve Business Associate of its responsibility to comply with this Business Associate Agreement and/or the HIPAA Rules or impose on Covered Entity any responsibility for Business Associate's compliance with any applicable HIPAA Rules. 19.5 Covered Entity's failure to detect, its detection but failure to notify Business Associate, or its detection but failure to require remediation by Business Associate of an unsatisfactory practice by Business Associate, shall not constitute acceptance of such practice or a waiver of Covered Entity's enforcement rights under this Business Associate Agreement or the applicable underlying Agreement, Contract, Master Agreement, Work Order, Purchase Order or other services arrangement, with or without payment, that gives rise to Contractor's status as a Business Associate. 19.6 Section 19.1 is not intended by the parties to limit in any way the scope of Business Associate's obligations related to Inspection and/or Audit and/or similar review in the applicable underlying Agreement, Contract, Participation Agreement, Master Agreement, Work Order, Purchase Order, or other services arrangement, with or without payment, that gives rise to Contractor's status as a Business Associate.
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AUDIT, INSPECTION, AND EXAMINATION. 19.1 Covered Entity reserves the right to conduct a reasonable inspection of the facilities, systems, information systems, books, records, agreements, and policies and procedures relating to the Use or Disclosure of Protected Health Information for the purpose determining whether Business Associate is in compliance with the terms of this Business Associate Agreement and any non-compliance may be a basis for termination of this Business Associate Agreement and the applicable underlying Agreement, Contract, Master Agreement, Work Order, Purchase Order or other services arrangement, with or without payment, that gives rise to Contractor's status as a Business Associate, as provided for in section 17. 19.2 Covered Entity and Business Associate shall mutually agree in advance upon the scope, timing, and location of any such inspection. 19.3 At Business Associate's request, and to the extent permitted by law, Covered Entity shall execute a nondisclosure agreement, upon terms and conditions mutually agreed to by the parties. 19.4 That Covered Entity inspects, fails to inspect, or has the right to inspect as provided for in Section 19.1 does not relieve Business Associate of its responsibility to comply with this Business Associate Agreement and/or the HIPAA Rules or impose on Covered Entity any responsibility for Business Associate's compliance with any applicable HIPAA Rules.
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AUDIT, INSPECTION, AND EXAMINATION. In Process
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Related to AUDIT, INSPECTION, AND EXAMINATION

  • Examination and Review (i) Seller shall notify Buyer within thirty (30) days of receipt of the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement (the applicable period, the “Review Period”), whether or not it accepts the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount. During the Review Period, Buyer shall provide all information, Books and Records that Seller (or its designee) and/or Sunningdale may reasonably require to enable it to perform a reasonable analysis of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Interim Collected A/R Amount, the Final Collected A/R Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicable, and Buyer shall cause to be made available the services of its employees as are reasonably necessary in order to provide the above mentioned information to Seller (or its designee) and/or Sunningdale; provided, that such access shall be in a manner that does not interfere with the normal business operations of Buyer. (ii) If Seller desires to object to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, it shall deliver to Buyer on or before the last day of the Review Period a notice in writing (the “Objection Notice”) setting forth the item or items disputed, its reasons in reasonable detail for such disputes and the adjustments which, in its opinion, should be made to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount in order to comply with the requirements of this Section ‎3.3. The Parties shall use reasonable efforts to meet and discuss in good faith the objections raised in the Objection Notice and to reach agreement upon the adjustments required to be made to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount within ten (10) Business Days after the delivery of the Objection Notice (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount and the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement, as applicable, with such changes as may have been agreed in writing by Buyer and Seller, shall be final and binding. For the avoidance of doubt, if Seller fails to deliver the Objection Notice before the expiration of the Review Period, the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement, as applicable, and the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount reflected in such statement shall be deemed to have been accepted by Seller. Any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount which has not been disputed by Seller pursuant to this Section ‎3.3(d)(ii) shall be paid by Seller or Buyer, as the case may be, within ten (10) Business Days of the expiration of the Resolution Period, and such amounts shall be deemed agreed and binding upon the Parties. (iii) If Seller and Buyer fail to reach an agreement with respect to all of the matters set forth in the Objection Notice before expiration of the Resolution Period, then they shall engage the Independent Accounting Firm and submit only the remaining disputed items to the Independent Accounting Firm for resolution. (1) The Independent Accounting Firm shall act as experts and not arbiters and shall determine only those items on the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement being disputed by Buyer and Seller as of the time of engagement of the Independent Accounting Firm and make any adjustments to the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement and the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicable. (2) Buyer and Seller shall provide the Independent Accounting Firm the information in their possession or under their control as may be reasonably required by the Independent Accounting Firm to enable it to perform a reasonable analysis of the disputed items of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount. (3) The Independent Accounting Firm shall determine its own procedure but shall: (i) give Seller and Buyer a reasonable opportunity to make written and oral representations to it; (ii) require that Seller and Buyer shall supply each other with copies of their written representations at the same time as they are submitted to the Independent Accounting Firm; and (iii) permit Seller and Buyer to be present when the other of them is making oral submissions to the Independent Accounting Firm and to make oral submissions in reply. The Independent Accounting Firm may, if it reasonably considers it necessary to reach its determination, instruct appraisers, solicitors and other professional advisers. (4) Promptly, but no later than thirty (30) days after engagement, the Independent Accounting Firm shall deliver a written report to Buyer and Seller as to their resolution of the disputed items, which shall include the resulting Closing Inventory Adjustment Amount, Closing A/R Adjustment Amount, Collected A/R Adjustment Amount and/or Rebate Amount incorporating such resolution. The Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as determined by the Independent Accounting Firm, shall be conclusively deemed the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount agreed by the Parties. The fees and expenses of the Independent Accounting Firm incurred in connection with the resolution of disputes pursuant to this Section ‎3.3(d)(iii) shall be borne by the Seller and Buyer based upon the percentage that the amount actually contested but not awarded to Seller or Buyer, respectively, bears to the aggregate amount actually contested by Seller and Buyer, with such fees and expenses to be paid to the Independent Accounting Firm within thirty (30) days after the Independent Accounting Firm’s determination. (iv) The Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount (incorporating any agreed adjustments pursuant to Sections ‎3.3(d)(ii) and/or ‎3.3(d)(iii)) shall be deemed agreed and shall be binding upon the Parties. Within thirty (30) days following the day the Closing Inventory Adjustment Amount becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Closing Inventory Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer or Seller, as the case may be, in writing to Seller or Buyer, as applicable. Within thirty (30) days following the day the Collected A/R Adjustment Amount with respect to the Interim Payment Date becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Collected A/R Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller. Within thirty (30) days following the day the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount with respect to the Final Payment Date become binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), (x) the Closing A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer or Seller, as the case may be, in writing to Seller or Buyer, as applicable, (y) the Collected A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller and (z) the Rebate Amount shall be paid by wire transfer of immediately available funds to an account designated by Seller in writing to Buyer. Any payments made pursuant to this Section ‎3.3, shall be treated as an adjustment to the Purchase Price by the Parties for Tax purposes, unless otherwise required by Legal Requirements. To the extent that any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount is not timely paid to Buyer in accordance with this Section ‎3.3(d)(iv), (1) such amounts (A) shall bear interest at the prime rate as disclosed in The Wall Street Journal plus nine percent (9%) per annum or, if such rate exceeds the maximum rate allowed by law, at the maximum rate allowed by law, until paid in full and (B) shall be payable on demand, (2) Buyer may, upon written notice to Seller and Licensor, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Licensor under the License Agreement, and (3) Buyer may, upon written notice to Seller, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Seller under the Transitional Services Agreement.

  • Search, Enquiry, Investigation, Examination And Verification a. The Property is sold on an “as is where is basis” subject to all the necessary inspection, search (including but not limited to the status of title), enquiry (including but not limited to the terms of consent to transfer and/or assignment and outstanding charges), investigation, examination and verification of which the Purchaser is already advised to conduct prior to the auction and which the Purchaser warrants to the Assignee has been conducted by the Purchaser’s independent legal advisors at the time of execution of the Memorandum. b. The intending bidder or the Purchaser is responsible at own costs and expenses to make and shall be deemed to have carried out own search, enquiry, investigation, examination and verification on all liabilities and encumbrances affecting the Property, the title particulars as well as the accuracy and correctness of the particulars and information provided. c. The Purchaser shall be deemed to purchase the Property in all respects subject thereto and shall also be deemed to have full knowledge of the state and condition of the Property regardless of whether or not the said search, enquiry, investigation, examination and verification have been conducted. d. The Purchaser shall be deemed to have read, understood and accepted these Conditions of Sale prior to the auction and to have knowledge of all matters which would have been disclosed thereby and the Purchaser expressly warrants to the Assignee that the Purchaser has sought independent legal advice on all matters pertaining to this sale and has been advised by his/her/its independent legal advisor of the effect of all the Conditions of Sale. e. Neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or thereto.

  • Physical Examinations Where the Employer requires an employee to take a physical examination, doctor's fees for such examination shall be paid by the Employer. Except prior to commencement of employment and the first four (4) weeks of employment, such examinations shall be taken during the employee's working hours without loss of pay to the employee.

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