Mitigation and Cooperation. Business Associate shall use commercially reasonable efforts to mitigate, at Business Associate’s sole cost and expense, any harmful effect that is known to it for the Breach or Use or Disclosure of PHI in violation of this Agreement. Covered Entity shall be solely responsible, based upon the facts of the Breach (as disclosed to Covered Entity by Business Associate), to conduct a risk assessment to determine whether PHI has been compromised and notification to individuals is required. Business Associate shall cooperate with Covered Entity in the notification of individuals as required and in the manner as set forth in the Privacy and Security Regulations. Business Associate shall not provide any notification directly to individuals regarding a Breach of PHI without Covered Entity’s prior written consent, unless otherwise required by the Privacy and Security Regulations.
Mitigation and Cooperation. Each Party shall use reasonable efforts to take actions or measures requested by the other Party in order to minimize liabilities for Taxes for which the other Party is liable under this Section 11, and to file for and secure exclusions, exemptions, rebates, credits, refunds, abatement and incentives with respect to any such Taxes, provided that the other Party shall pay such Party’s reasonable costs and expenses in relation thereto. Buyer shall provide Seller with information and documents requested by Seller for purposes of Seller qualifying for or benefitting from any and all exclusions, exemptions, rebates, credits, refunds, abatement and incentives of any Taxes for which Seller is liable under this Section 11.
Mitigation and Cooperation. Business Associate shall mitigate, at Business Associate's sole cost and expense to the extent permitted by law, any harmful effect that is known to it for the Breach, or Use, or Disclosure of PHI in violation of this Agreement, as a result of the acts or omissions of Business Associate and/or its subcontractors, provided that Business Associate shall not be required to indemnify Covered Entity. Business Associate shall cooperate with Covered Entity in the notification of individuals as required and in the manner as set forth in the HITECH Act.
Mitigation and Cooperation. Business Associate and its Subcontractors, through written agreement, shall use commercial best efforts to mitigate, at Business Associate’s or Subcontractor’s (as applicable) sole cost and expense and discretion, any harmful effect that is known to it for the Breach or Use or Disclosure of PHI in violation of this Agreement. Covered Entity shall be solely responsible, based upon the facts of the Breach (as disclosed to Covered Entity by Business Associate), to conduct a risk assessment to determine whether PHI has been compromised and notification to individuals is required. Business Associate and Subcontractor, as applicable, shall cooperate with Covered Entity in the notification of individuals as required and in the manner as set forth in the Privacy and Security Regulations. Neither Business Associate or Subcontractor shall provide any notification directly to individuals regarding a Breach of PHI without Covered Entity’s prior written consent, unless otherwise required by the Privacy and Security Regulations or law. All cost of notification shall be the sole responsibility of Covered Entity.
Mitigation and Cooperation. (a) The Indemnifying Party and the Claimant shall use their respective commercially reasonable efforts to resolve any liability or minimize Losses with respect to which an indemnifying party is obligated to indemnify an indemnified party pursuant to this Article VIII (but shall not be required to make any payments or any material investments or expenditures to do so). In the event that an indemnified party shall fail to so cooperate and make such efforts to mitigate or resolve any such liability or Loss, then, notwithstanding anything else to the contrary herein, the indemnifying party shall not be required to indemnify any indemnified party to the extent that the Indemnifying Party can demonstrate the amount of any Loss that would have been avoided if the indemnified party had made such efforts.
Mitigation and Cooperation. Each party agrees that it will use all commercially reasonable efforts to mitigate any Losses giving rise to any claim for indemnification under Article VIII. Each party also agrees to cooperate with the other party in order to mitigate any such Losses, including taking actions with respect to third parties.
Mitigation and Cooperation. (a) I acknowledge and agree that money damages for a breach or threatened breach of this Agreement by me is unlikely to be calculable, that such a breach is likely to cause substantial, continuing and irreparable harm to the Company and that remedies at law are likely to be inadequate to protect the Company against any actual or threatened breach of this Agreement by me. Accordingly, I agree to the granting of injunctive and other equitable relief in favor of the Company in the event of any such breach or threatened breach, without proof of actual damages and without the requirement of posting bond or other security. Such relief shall not be the exclusive remedy for a breach by me of this Agreement, but shall be in addition to all other rights and remedies available under contract, at law, in equity or otherwise to the Company. Notwithstanding any other provision contained herein to the contrary, I acknowledge and agree that the Restricted Period shall be extended for a period equal to the duration any violation of any of the covenants in Section 7, measured from the first date of any such violation to the later of the last date of any such violation or the date of final resolution of any and all claims, proceedings and litigation arising out of any such violation, if it is ultimately determined that I was in breach of such covenants. If I breach or violate this Agreement, I shall promptly notify the Company and shall use my best efforts, when and as reasonably requested by the Company to mitigate any damages or harm occasioned thereby.
Mitigation and Cooperation. Sub-Business Associate shall mitigate, at Sub-Business Associate ’s sole cost and expense, any harmful effect that is known to it for the Breach, or Use, or Disclosure of PHI by Sub-Business Associate in violation of this Agreement. ACO shall be solely responsible to conduct a Breach risk assessment to determine whether PHI has been compromised and notification to individuals is required. Sub-Business Associate shall cooperate with ACO in the notification of individuals as required and in the manner as set forth in the Privacy and Security Regulations.
Mitigation and Cooperation. In any case where Sublessee would be obliged to bear Taxes or make additional payment on account of Taxes pursuant to the provisions of this Agreement as a result of any change in applicable laws or regulations or practice, Sublessor shall at the written request of Sublessee, without limiting, reducing or otherwise qualifying the rights of the Sublessor and the Security Interest of Sublessor's Lender, consult with Sublessee in good faith as to such steps which Sublessor and Sublessee can mutually accept and agree upon in order to mitigate or avoid the effects of such circumstances. In case Sublessor and Sublessee can not agree within a period of thirty (30) days after Sublessee has made a written request, Sublessor shall not have any further obligation towards Sublessee.
Mitigation and Cooperation. Business Associate shall mitigate, at Business Associate’s sole cost and expense, any harmful effect that is known to it for its Breach, or Use, or Disclosure of PHI in violation of this Addendum. FMO shall be solely responsible to conduct a Breach risk assessment to determine whether PHI has been compromised and notification to individuals is required. Business Associate shall cooperate with FMO in the notification of individuals as required and in the manner as set forth in the Privacy and Security Regulations.
