Common use of Termination by Covered Entity Clause in Contracts

Termination by Covered Entity. With respect to the Agreement, upon Covered Entity’s knowledge of a material breach of the terms of this B.A. Agreement by Hythiam, Covered Entity shall provide Hythiam written notice of that breach in sufficient detail to enable Hythiam to understand the specific nature of that breach and afford Hythiam an opportunity to cure the breach to the extent cure is possible in Covered Entity’s reasonable discretion. If Hythiam fails to cure the breach within a reasonable time specified by Covered Entity (in any event not less than ten (10) days and if Hythiam is making reasonable efforts to cure, Covered Entity may extend the cure period to allow for that cure), or if cure is not possible, Covered Entity may terminate this B.A. Agreement as well as terminate those portions, but only those portions, of the Agreement that, by their express terms or in practice, require or permit Hythiam access to PHI and only to the extent of that requirement or permission. In such instance, the remaining provisions of the Agreement that do not, by their express terms or in practice, require or permit Hythiam access to PHI shall remain in full force and effect, including any and all of Covered Entity’s payment and performance obligations (to the extent any such performance obligations do not require Hythiam access to PHI); provided that, notwithstanding the foregoing, Covered Entity shall be entitled to terminate the Agreement in its entirety if and to the extent that the overall intent and purpose of the Agreement (i) is directly and materially related to and dependent upon Hythiam access to PHI, and (ii) would be frustrated if Covered Entity were not permitted to terminate the Agreement. In addition, if Covered Entity, in its sole discretion, determines that Hythiam can perform the Agreement with information that has been de-identified under the Privacy Rule or with an LDS, the Agreement will remain in full force and effect, except with respect to, and only with respect to, those provisions that require or permit Hythiam access to PHI that is not in an LDS, which provisions shall be deemed modified to provide Hythiam access to PHI that has been de-identified under the Privacy and Security Rule and access to PHI in an LDS.

Termination by Covered Entity. With respect to the Agreement, upon Covered Entity’s 's knowledge of a material breach of the terms of this B.A. Agreement by Hythiam, Covered Entity shall provide Hythiam written notice of that breach in sufficient detail to enable Hythiam to understand the specific nature of that breach and afford Hythiam an opportunity to cure the breach to the extent cure is possible in Covered Entity’s reasonable discretionbreach. If Hythiam fails to cure the breach within a reasonable time specified by Covered Entity (in any event not less than ten (10) days and if Hythiam is making reasonable efforts to cure, Covered Entity may extend the cure period to allow for that cure), or if cure is not possible, Covered Entity may terminate this B.A. Agreement as well as terminate those portions, but only those portions, of the Agreement that, by their express terms or in practiceterms, require or permit Hythiam access to PHI and only to the extent of that requirement or permission. In such instance, the remaining provisions of the Agreement that do not, by their express terms or in practiceterms, require or permit Hythiam access to PHI shall remain in full force and effect, including any and all of Covered Entity’s 's payment and performance obligations (to the extent any such performance obligations do not require Hythiam access to PHI); provided that, notwithstanding the foregoing, Covered Entity shall be entitled to terminate the Agreement in its entirety if and to the extent that the overall intent and purpose of the Agreement (i) is directly and materially related to and dependent upon Hythiam access to PHI, and (ii) would be frustrated if Covered Entity were not permitted to terminate the Agreement. In addition, if Covered EntityHythiam, in its sole discretion, determines that Hythiam can perform the Agreement with information that has been de-identified under the Privacy Rule or with an LDS, the Agreement will remain in full force and effect, except with respect to, and only with respect to, those provisions that require or permit Hythiam access to PHI that is not in an LDS, which provisions shall be deemed modified to provide Hythiam access to PHI that has been de-identified under the Privacy and Security Rule and access to PHI in an LDS.

Termination by Covered Entity. With respect to the Agreementany Underlying Contract, upon Covered Entity’s knowledge of a material breach of the terms of this B.A. Agreement by HythiamGECC, Covered Entity shall provide Hythiam GECC written notice of that breach in sufficient detail to enable Hythiam GECC to understand the specific nature of that breach and afford Hythiam GECC an opportunity to cure the breach to the extent cure is possible in Covered Entity’s reasonable discretionbreach. If Hythiam GECC fails to cure the breach within a reasonable time specified by Covered Entity (but in any event not less than ten thirty (1030) days and if Hythiam is making reasonable efforts to cure, Covered Entity may extend the cure period to allow for that curedays), or if cure is not possible, Covered Entity may terminate this B.A. Agreement as well as terminate those portions, but only those portions, of the Agreement Underlying Contract that, by their express terms or in practiceterms, require or permit Hythiam GECC to access to and/or use or disclose the PHI and only to the extent of that requirement or permission. In such instance, the remaining provisions of the Agreement Underlying Contract that do not, by their express terms or in practiceterms, require or permit Hythiam GECC to access to and/or use or disclose the PHI shall remain in full force and effect, including without limitation any and all of Covered Entity’s payment and performance obligations (to the extent any such performance obligations do not require Hythiam GECC to access to and/or use or disclose the PHI); provided that, notwithstanding the foregoing, Covered Entity shall be entitled to terminate the Agreement Underlying Contract in its entirety if and to the extent that the overall intent and purpose of the Agreement Underlying Contract (ia) is directly and materially related to and dependent upon Hythiam GECC having the ability to access to and/or use or disclose the PHI, and (iib) would be frustrated if Covered Entity were not permitted to terminate the AgreementUnderlying Contract. In addition, if Covered EntityGECC, in its sole discretion, determines that Hythiam can perform and/or enforce the Agreement Underlying Contract with information that has been de-identified under the Privacy Rule or with an LDSRule, the Agreement Underlying Contract will remain in full force and effect, except with respect to, and only with respect to, those provisions that require or permit Hythiam GECC to access to PHI that is not in an LDSand/or use or disclose the PHI, which provisions shall be deemed modified to provide Hythiam GECC to access to and/or use or disclose the PHI that has been de-identified under the Privacy and Security Rule and access to PHI in an LDSRule.