Confirmation of Recitals, Etc Sample Clauses

Confirmation of Recitals, Etc. Accentia hereby acknowledges, agrees, represents and warrants to McKesson that each of the Recitals set forth at the outset of this Agreement is true and correct, and that each of the Assumption Agreement, the Assumption Documents (including the Biologics Distribution Agreement) and all agreements and documents referred to in the Assumption Agreement, the earlier Forbearance Agreement and/or in the Credit Agreement that remained in place after the Assumption Agreement was signed (collectively with the Assumption Documents as amended by this Amendment, now comprising the “Documents”), remain in full force and effect in accordance with their express written terms, except as any of the same are or were explicitly modified or terminated by an agreement in writing signed by McKesson. Furthermore, Accentia has no known or unknown defenses, counterclaims, rights of offset or set off, recoupment, or any other causes of action against McKesson or any Person that would prevent or interfere with the full collection and enforcement by McKesson of all such Documents. Accentia further acknowledges and agrees that there are no oral understandings between Accentia and McKesson and that any purported agreement with McKesson must be in writing and signed by McKesson in order to be enforceable against McKesson.
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Related to Confirmation of Recitals, Etc

  • Incorporation of Recitals The recitals hereto are incorporated herein as part of this Agreement.

  • Incorporation of Recitals; Definitions The foregoing recitals are incorporated herein. Capitalized terms not otherwise defined herein shall have the meaning given such terms in the Agreement.

  • Incorporation of Recitals and Exhibits The Recitals and each exhibit attached hereto are hereby incorporated herein by reference.

  • Incorporation of Recitals; Defined Terms The parties hereto acknowledge that the Recitals set forth above are true and correct in all material respects. The defined terms in the Recitals set forth above are hereby incorporated into this Agreement by reference. All other capitalized terms used herein without definition shall have the same meanings herein as such terms have in the Credit Agreement.

  • Adoption of Recitals Borrower hereby represents and warrants that each of the recitals set forth above is true, accurate and complete.

  • ACCURACY OF RECITALS Borrower acknowledges the accuracy of the Recitals.

  • GENERAL PROVISIONS AND RECITALS 12 1. The parties agree that the terms used, but not otherwise defined below in Paragraph B, shall 13 have the same meaning given to such terms under the Health Insurance Portability and Accountability Act 14 of 1996, Public Law 104-191 (“HIPAA”), the Health Information Technology for Economic and Clinical 15 Health Act, Public Law 111-005 (“the HITECH Act”), and their implementing regulations at 45 CFR Parts 16 160 and 164 (“the HIPAA regulations”) as they may exist now or be hereafter amended. 17 2. The parties agree that a business associate relationship under HIPAA, the HITECH Act, and 18 the HIPAA regulations between CONTRACTOR and COUNTY arises to the extent that CONTRACTOR 19 performs, or delegates to subcontractors to perform, functionsor activities on behalf of COUNTY pursuant 20 to, and as set forth in, the Contract that are described in the definition of “Business Associate” in 45 CFR 21 § 160.103. 22 3. COUNTY wishes to disclose to CONTRACTOR certain information pursuant to the terms of 23 the Contract, some of which may constitute Protected Health Information (“PHI”), as defined below in 24 Subparagraph B.10, to be used or disclosed in the course of providing services and activities pursuant to, 25 and as set forth, in the Contract. 26 4. The parties intend to protect the privacy and provide for the security of PHI that may be 27 created, received, maintained, transmitted, used, or disclosed pursuant to the Contract in compliance with 28 the applicable standards, implementation specifications, and requirements of HIPAA, the HITECH Act, 29 and the HIPAA regulations as they may exist now or be hereafter amended. 30 5. The parties understand and acknowledge that HIPAA, the HITECH Act, and the HIPAA 31 regulations do not pre-empt any state statutes, rules, or regulations that are not otherwise pre-empted by 32 other Federal law(s) and impose more stringent requirements with respect to privacy of PHI. 33 6. The parties understand that the HIPAA Privacy and Security rules, as defined below in 34 Subparagraphs B.9. and B.14., apply to CONTRACTOR in the same manner as they apply to a covered 35 entity (COUNTY). XXXXXXXXXX agrees therefore to be in compliance at all times with the terms of 36 this Business Associate Contract, as it exists now or be hereafter updated with notice to CONTRACTOR, 37 and the applicable standards, implementation specifications, and requirements of the Privacy and the 1 Security rules, as they may exist now or be hereafter amended, with respect to PHI and electronic PHI 2 created, received, maintained, transmitted, used, or disclosed pursuant to the Contract.

  • Incorporation of Exhibits, Annexes, and Schedules The Exhibits, Annexes, and Schedules identified in this Agreement are incorporated herein by reference and made a part hereof.

  • Modification to Article III, Section 2 of the DPA Article III, Section 2 of the DPA (Annual Notification of Rights.) is amended as follows:

  • Certain Definitions; Interpretation (a) For purposes of this Agreement, the following terms shall have the following meanings:

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