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or useable by HCA. <br />4.42.4 If the Contracts Administrator terminates the Agreement for default, HCA may <br />withhold a sum from the final payment to the Contractor that is reasonable and <br />necessary to protect HCA against reasonably anticipated loss or liability. HCA <br />must provide the Contractor with written notice of the amount withheld and the <br />nature of the reasonable anticipated loss or liability. If it is later determined that <br />the Contractor wan to in default, HCA must pay the amount withheld to the <br />Contractor within ten (10) business days of determines that the Contractorwas <br />not in default. <br />4.43 WAIVER <br />Waiver of any breach of any term or condition of this Agreement will not be deemed a <br />waiver of any prior or subsequent breach or default. No term or condition of this Agreement <br />will be held to be waived, modified, or deleted except by a written instrument signed by the <br />parties. Only the HCA Authorized Representative has the authority to waive any term or <br />condition of this Agreement on behalf of HCA. <br />4.44 WARRANTIES <br />4.44.1 Contractor represents and warrants that it will perform all services pursuant to <br />this Agreement in a professional manner and with high quality and will <br />immediately re- perform any services that are not in compliance with this <br />representation and 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. <br />4.44.3 Any written commitment by Contractor within the scope of this Agreement will <br />be binding upon Contractor. Failure of Contractor to fulfill such a commitment <br />may constitute breach and will render Contractor liable for damages under the <br />terms of this Agreement. For purposes of this section, a commitment by <br />Contractor includes: (i) Prices, discounts, and options committed to remain in <br />force over a specified period of time; and (ii) any warranty or representation <br />made by Contractor to HCA or contained in any Contractor publications, or <br />descriptions of services in written or other communication medium, used to <br />influence HCA to enter into this Agreement. <br />Washington State Page 37 HCA Contract No. K3924 <br />Health Care Authority <br />