Conditions and Additional Agreements Sample Clauses

Conditions and Additional Agreements. 4.1 The Organization agrees it is solely responsible for providing Authorized Users with information on the Organization’s patient privacy policies and, as needed, with any conditions contained in any agree- ment with any Third Party for access to the Data. 4.2 The Organization agrees to maintain current records of its Authorized Users and to perform regular audits on current active Authorized Users, and, upon request by UW, to provide audit reports to the System Administrator. 4.3 Access to the Server and Data residing on the Server and use of the Software is strictly limited to Authorized Users. In no event shall the Organization permit Third Parties or any other persons who are not Authorized Users to access the Server or Data residing on the Server or to use the Software. The Organization understands that any such violation is a material breach of this Agreement and may result in immediate suspension of Server access and termination of this Agreement by UW. 4.4 Organization agrees it shall have access solely to its own Data. Organization agrees it shall not have access to data belonging to any Third Party. 4.5 For Data that the Organization downloads from the Server, the Organization accepts the entire risk and responsibility with respect to providing any such Data, whether by means of reports, downloaded files, or otherwise any other Third Party. 4.6 Organization agrees that it shall have the sole and entire risk and responsibility for maintaining an accurate and current list of Authorized Users, including establishing its internal processes for updating the list of Authorized Users. UW is not responsible for providing passwords, account information, or updating access tracking for Organization’s Authorized Users. 4.7 Organization shall promptly notify the UW System Administrator if the Organization Account Manager’s employment has been terminated or if for any reason the Organization Account Manager is no longer authorized to access the Software/Data Storage Services or is no longer in the role of Organization Account Manager. The Organization must provide the UW System Administrator with name and contact information for new Organization Account Manager. UW System Administrator will suspend the account of the old Account Manager and provide username and password for new Account Manager. 4.8 The Organization acknowledges that in the event the Organization is terminated from use of the Software or the Data Storage Services by UW, UW shall immediately s...
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Conditions and Additional Agreements. 4.1 The Organization agrees it is solely responsible for providing Authorized Users with information on the Organization’s patient privacy policies and, as needed, with any conditions contained in any agreement with any Third Party for access to the Data. If Organization requests that UW share Data with a Third Party, the Organization is solely responsible for sending written notification requesting this arrangement with a Third Party to the UW Project Management Contact as identified in Section 8.1. 4.2 The Organization agrees to maintain current records of its Authorized Users and Third Party relationships and to perform regular audits on current active Authorized Users, and, upon request by UW, to provide audit reports to the System Administrator.
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Conditions and Additional Agreements. 4.1. The ORGANIZATION agrees that all computers from which the Server is accessed will have installed currently updated security and anti-virus protection software. 4.2. Access to the Server and Data and use of the Program Services are strictly limited to Authorized Users as defined in Exhibit A “Program Services”. In no event shall the ORGANIZATION permit third parties or persons who are not Authorized Users to access the Server or Data or to use the Program Services. The ORGANIZATION may substitute or add Authorized Users by prior written agreement with the Program Contact. 4.3. The ORGANIZATION shall request and implement a new password to Program Services as necessary, such as in the event of termination of an Authorized User, or if the ORGANIZATION terminates the participation of a Site.
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Conditions and Additional Agreements. 4.1 The Organization agrees it is solely responsible for providing Authorized Users with infor‐ mation on the Organization’s patient privacy policies and, as needed, with any conditions con‐ tained in any agreement with any Third Party for access to the Data. 4.2 The Organization agrees to maintain current records of its Authorized Users and to perform or collaborate with the MHITS Account Manager at CHPW regular audits on current active Author‐ ized Users, and, upon request by UW, to provide audit reports to the System Administrator. 4.3 Access to the Server and Data residing on the Server and use of the Software is strictly limited to Authorized Users. In no event shall the Organization permit Third Parties or any other persons who are not Authorized Users, either under this agreement or under a separate agreement with CHPW governing the MHIP program, to access the Server or Data residing on the Server or to use the Software. The Organization understands that any such violation is a material breach of this Agreement and may result in immediate suspension of Server access and termination of this Agreement by UW. 4.4 Organization agrees it shall have access solely to its own Data. Organization agrees it shall not have access to data belonging to any Third Party. 4.5 For Data that the Organization downloads from the Server, the Organization accepts the en‐ tire risk and responsibility with respect to providing any such Data, whether by means of reports, downloaded files, or otherwise any other Third Party including CHPW. 4.6 Organization agrees that it shall share the risk and responsibility for maintaining an accurate and current list of Authorized Users with the MHITS Account Manager at Community Health Plan of Washington (CHPW), including establishing its internal processes for updating the list of Au‐ thorized Users. UW is not responsible for providing passwords, account information, or updating access tracking for Organization’s Authorized Users.
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Conditions and Additional Agreements 
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Related to Conditions and Additional Agreements

  • Covenants and Additional Agreements 5.1. ACCESS; CONFIDENTIALITY.

  • Additional Agreements and Covenants The parties further agree and covenant as follows:

  • Certain Additional Agreements (a) The Company may require each Selling Holder to furnish to the Company in writing such information required in connection with such registration regarding such Selling Holder and the distribution of such Registrable Securities as the Company may, from time to time, reasonably request in writing and the Company may exclude from such registration the Registrable Securities of any Selling Holder who fails to furnish such information within a reasonable time after receiving such request. (b) Each Selling Holder agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in Section 2.3(c)(iii) or (c)(vi) hereof, such Holder will forthwith discontinue disposition of such Registrable Securities covered by such Registration Statement or Prospectus until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 2.3(k) hereof, or until it is advised in writing by the Company that the use of the applicable Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus; provided, however, that (i) in no event shall such discontinuance exceed the time period set forth in Section 2.1(e) hereof, and (ii) the Company shall extend the time periods under Section 2.1 and Section 2.2 with respect to the length of time that the effectiveness of a Registration Statement must be maintained by the amount of time the Holder is required to discontinue disposition of such securities. (c) Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with sale of Registrable Securities pursuant to the Registration Statement.

  • Additional Agreements and Understandings Even though FICO will provide consideration for me to settle and release My Claims, the Company does not admit that it is responsible or legally obligated to me. In fact, the Company denies that it is responsible or legally obligated to me for My Claims, denies that it engaged in any unlawful or improper conduct toward me, and denies that it treated me unfairly.

  • No Additional Agreements The Company does not have any agreement or understanding with any Buyer with respect to the transactions contemplated by the Transaction Documents other than as specified in the Transaction Documents.

  • Additional Agreements If at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation with full title to all properties, assets, rights, approvals, immunities and franchises of either of the Company or Merger Sub, then the proper officers and directors of each Party will use their reasonable best efforts to take such action.

  • Additional Agreements of the Company (a) Each time the Registration Statement or Prospectus is amended or supplemented (other than by an amendment or supplement providing solely for (i) in the case of Notes, a change in the interest rates, redemption provisions, amortization schedules or maturities offered on the Notes issued alone or as part of a Unit, (ii) in the case of Units, (x) a change in the exercise price, exercise date or period or expiration of an underlying Warrant or (y) a change in the settlement date or purchase or sale price of an underlying Purchase Contract or (iii) a change you deem to be immaterial), the Company will deliver or cause to be delivered forthwith to you a certificate signed by an executive officer of the Company, dated the date of such amendment or supplement, as the case may be, in form reasonably satisfactory to you, of the same tenor as the certificate referred to in Section 4(c) relating to the Registration Statement or the Prospectus as amended or supplemented to the time of delivery of such certificate. (b) Each time the Company furnishes a certificate pursuant to Section 5(a) (other than any amendment or supplement to the Registration Statement or Prospectus caused by the filing of a Current Report on Form 8-K unless you shall reasonably request based on disclosure included or omitted from such Report), the Company will furnish or cause to be furnished forthwith to you a written opinion of counsel for the Company. Any such opinion shall be dated the date of such amendment or supplement, as the case may be, shall be in a form satisfactory to you and shall be of the same tenor as the opinions referred to in Section 4(b), but modified to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion. In lieu of such opinion, counsel last furnishing such an opinion to you may furnish to you a letter to the effect that you may rely on such last opinion to the same extent as though it were dated the date of such letter (except that statements in such last opinion will be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to the time of delivery of such letter.) (c) Each time the Registration Statement or the Prospectus is amended or supplemented to set forth amended or supplemental financial information or such amended or supplemental information is incorporated by reference in the Prospectus, the Company shall cause its independent auditors forthwith to furnish you with a letter, dated the date of such amendment or supplement, as the case may be, in form satisfactory to you, of the same tenor as the letter referred to in Section 4(d), with regard to the amended or supplemental financial information included or incorporated by reference in the Registration Statement or the Prospectus as amended or supplemented to the date of such letter; provided that each letter so furnished shall use a "cut-off date" no more than three business days prior to the date of such letter.

  • Additional Agreements of the Parties The parties hereby further agree that, from and after the Closing:

  • Representations and Agreements (a) The Advisor represents to and agrees with the Company that: (1) the terms of this Agreement do not violate any obligation by which the Advisor is bound, whether arising by contract, operation of law or regulation, or otherwise; (2) this Agreement has been duly authorized, executed and delivered by the Advisor and constitutes a legal, valid and binding agreement of the Advisor enforceable in accordance with its terms, and the Advisor has full power and authority to enter into this Agreement and to perform its duties hereunder; (3) it shall maintain at all times during the term of this Agreement competent personnel to perform the duties required of it hereunder, and the Advisor’s expenses in connection therewith shall be borne by the Advisor; and (4) the representations and warranties contained herein shall continue and remain in effect during the term of this Agreement, and, if at any time during the term of this Agreement any event occurred which would make any of these foregoing representations untrue, incomplete or inaccurate in any respect, the Advisor will promptly notify the Company of such event. (b) The Company represents to and agrees with the Advisor that: (1) the terms of this Agreement do not violate any obligation by which the Company is bound, whether arising by contract, operation of law or regulation, or otherwise; (2) the Company is the sole owner of the assets covered hereby and such assets are free and clear of any and all liens and restrictions on their transfer or sale, except for applicable transfer restrictions under various securities laws; (3) this Agreement has been duly authorized, executed and delivered by the Company and constitutes a legal, valid and binding agreement of the Company enforceable in accordance with its terms, and the Company has full power and authority to enter into this Agreement and to perform its duties hereunder; (4) the Investment Portfolios are not subject to the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (5) it is not a “Benefit Plan Investor,” as defined under ERISA; (6) the Company will deliver or cause to be delivered to the Advisor in writing, all the information, documents and instruments that the Advisor may reasonably request in order to perform its duties hereunder; and (7) the representations and warranties contained herein shall continue and remain in effect during the term of this Agreement, and, if at any time during the term of this Agreement any event occurred which would make any of these foregoing representations untrue, incomplete or inaccurate in any respect, the Company will promptly notify the Advisor of such event.

  • Representations and Undertakings 2.1. The Trust represents to the Distributor that all registration statements filed by the Trust with the SEC under the 1933 Act, with respect to Shares have been prepared in conformity with the requirements of the 1933 Act and rules and regulations of the SEC thereunder. 2.2. The Trust represents and warrants to the Distributor that any registration statement, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such registration statement will be true and correct when such registration statement becomes effective; and that no registration statement, when such registration statement becomes effective, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares. The Trust authorizes the Distributor and authorized banks, broker/dealers and other financial institutions to use any prospectus or statement of additional information in the form furnished from time to time in connection with the sale of Shares and represented by the Trust as being the then-current form of prospectus or then-current form of statement of additional information. 2.3. No Shares shall be offered by either the Distributor or the Trust under any of the provisions of this Agreement and no orders for the purchase or sale of Shares hereunder shall be accepted by the Trust if and so long as the effectiveness of the registration statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act, or if and so long as a current prospectus, as required by Section 10(b) of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph 2.3 shall in any way restrict or have any application to or bearing upon the Trust’s obligation to repurchase Shares from any shareholder in accordance with the provisions of the Trust’s prospectus or Declaration of Trust. 2.4. The Trust agrees to advise the Distributor as soon as reasonably practicable of the issuance by the SEC of any stop order suspending the effectiveness of the registration statement then in effect or of the initiation of any proceeding for that purpose.

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