27 Legal Requirements, In the event that any governmental agency determines
that HPHC is operating in Violation of any faw or regulation or otherwise requests that HPHG
cease operations for Purchaser, then this Agreement may be terminated by either partly upon
thirty (80} days written notice.
2.8 Duties on Termination, As of the effective date of termination pursuant to any
provision of this Agreement, it shall be considered of no further force or effect, and each of the
parties shail be relieved and discharged from this Agreement, and HPHC’s agency shall be
. automatically revoked, provided, however, each party shall remain liable for any obligations or
liabilities arising from activities carried on by such party or its agents, servants, or employees
during the period (including any period covered above) this Agreement shall have been in
effect. Termination shall not, at Purchaser’s option, terminate the duties and obligations of the
parties hereto for Members then being treated by Contracting Providers on an inpatient basis, .
including payment therefore, until the Member is discharged or for thirty (80) days, whichever
is sooner. HPHC shall process and pay all eligible claims incurred during the term of this
Agreement for a period up to twelve ({2) months after termination of this Agreement.
lil. MISCELLANEOUS
3.1 Amendments. Except as provided herein, this Agreement,
or any part hereof, may be amended at any time by written consent of authorized
representatives of both parties. :
3.2 Waiver. No covenant, condition, duty, obligation, or undertaking contained in or
made a part of this Agreement shall be waived except by the express written consent of the
party giving such waiver granted in accordance with the provisions hereof, and forbearance or
indulgence in any form or manner by either party in any regard whatsoever shall not constitute
a waiver of the covenant, condition, duty, obligation, or undertaking to be kept, performed, or
discharged by the party to which the same may apply.
3.3. Notice to Members. HPHC and Purchaser reserve the right to amend this
Agreement or any provision hereof, to waive any rights granted to either party hereunder by
mutual agreement, or to terminate the Agreement in any manner provided in any provision
hereof without notice to or consent of any Member.
3.4 Third Party Rights. This Agreement is entered into by and between the parties
hereto and for their benefit. Except as specifically provided herein, there is no intent by either
party to create or establish third party beneficiary status or rights in any Member,
subcontractor, or other third party to this Agreement, and no such third party shail have any
right to enforce any right or eniey any benefit created or established under this Agreement.
3.5 Assessments. Purchaser will pay HPHC within thirty (80) days after
assessment any tax or charge assessed against HPHC which is incurred by reason of a
change in, or imposition of, any charges imposed on HPHC by any public body, exclusive of
Federal or State Income Taxes, which affect this Agreement. The final billing for the
Massachusetts Uncompensated Care Pool surcharge and for charges incurred under the New
York Health Care Reform Act will occur following the end of the run out period.
FORM@PSOi 06/17/2002
