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<br />Washington State <br />Health Care Authority Page 29 of 53 Contract # 2747 <br /> <br /> <br />4.42.3 After receipt of notice of termination, and except as otherwise directed by HCA, <br />Contractor must: <br />4.41.3.1 Stop work under the Contract on the date of, and to the extent specified <br />in, the notice; <br />4.42.3.2 Place no further orders or subcontracts for materials, services, or <br />facilities except as may be necessary for completion of such portion of <br />the work under the Contract that is not terminated; <br />4.42.3.3 Assign to HCA, in the manner, at the times, and to the extent directed <br />by HCA, all the rights, title, and interest of the Contractor under the <br />orders and subcontracts so terminated; in which case HCA has the <br />right, at its discretion, to settle or pay any or all claims arising out of the <br />termination of such orders and subcontracts; <br />4.42.3.4 Settle all outstanding liabilities and all claims arising out of such <br />termination of orders and subcontracts, with the approval or ratification <br />of HCA to the extent HCA may require, which approval or ratification will <br />be final for all the purposes of this clause; <br />4.42.3.5 Transfer title to and deliver as directed by HCA any property required to <br />be furnished to HCA; <br />4.42.3.6 Complete performance of any part of the work that was not terminated <br />by HCA; and <br />4.42.3.7 Take such action as may be necessary, or as HCA may direct, for the <br />protection and preservation of the records related to this Contract that <br />are in the possession of the Contractor and in which HCA has or may <br />acquire an interest. <br />4.43 WAIVER <br />Waiver of any breach of any term or condition of this Contract will not be deemed a <br />waiver of any prior or subsequent breach or default. No term or condition of this Contract <br />will be held to be waived, modified, or deleted except by a written instrument signed by <br />the parties. Only the HCA Authorized Representative has the authority to waive any term <br />or condition of this Contract on behalf of HCA. <br />4.44 WARRANTIES <br />4.44.1 Contractor represents and warrants that it will perform all services pursuant to this <br />Contract in a professional manner and with high quality and will immediately re- <br />perform any services that are not in compliance with this representation and <br />warranty at no cost to HCA. <br />4.44.2 Contractor represents and warrants that it shall comply with all applicable local, <br />State, and federal licensing, accreditation and registration requirements and <br />standards necessary in the performance of the Services.