TERMINATED
BY MUTUAL
5
CONSENT PRIOR TO FIVE (5) YEARS AFTER THE EFFECTIVE DATE OR HPG TERMINATES THIS
AGREEMENT WITH CAUSE PRIOR TO FIVE (5) YEARS AFTER THE EFFECTIVE DATE,
PARTICIPANT'S OWNERSHIP INTEREST IN HPG SHALL BE AUTOMATICALLY TERMINATED.
(f)
During the Term of this agreement,
Participant shall have the right to:
(i)
designate one member to the Board of
Advisors of HPG;
(ii)
designate one member to each of the
following HPG clinical/advisory boards: laboratory, nursing, pharmacy,
radiology, surgery, materials management, food and information systems; and
designate one member to attend HPG weekly contract strategy meetings.
(G)
HPG SHALL INDEMNIFY AND HOLD PARTICIPANT AND
FACILITIES, AND THEIR RESPECTIVE AFFILIATES, AGENTS, OFFICERS, DIRECTORS AND
EMPLOYEES (THE "PARTICIPANT INDEMNITEES"), HARMLESS, FROM AND AGAINST ANY AND
ALL LOSSES, LIABILITIES, PENALTIES, CLAIMS, DAMAGES, DEMANDS, COSTS AND EXPENSES
(INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES, WITNESS FEES,
INVESTIGATION EXPENSES) WHATSOEVER THAT ARE ASSESSED, IMPOSED, AWARDED AGAINST
OR INCURRED AFTER THE DATE HEREOF BY ANY OF THEM, RELATING TO ACTS OR OMISSIONS
OF HPG RELATING TO ITS FAILURE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT.
IF ANY SUCH CLAIM IS MADE AGAINST HPG, HPG SHALL NOTIFY PARTICIPANT IN WRITING,
AND IN REASONABLE DETAIL, PROMPTLY (AND IN ANY EVENT WITHIN FIFTEEN (15)
BUSINESS DAYS) AFTER RECEIPT BY HPG OF WRITTEN NOTICE OF SUCH CLAIM, AND SHALL
INDEMNIFY AND HOLD THE PARTICIPANT INDEMNITEES HARMLESS FOR ANY LIABILITIES
ARISING FROM ANY FAILURE TO PROMPTLY NOTIFY PARTICIPANT. LIKEWISE, IF ANY SUCH
CLAIM IS MADE AGAINST ANY PARTICIPANT INDEMNITEE, PARTICIPANT SHALL NOTIFY HPG
IN WRITING, AND IN REASONABLE DETAIL, PROMPTLY (AND IN ANY EVENT WITHIN FIFTEEN
(15) BUSINESS DAYS) AFTER RECEIPT BY PARTICIPANT INDEMNITEES OF WRITTEN NOTICE
OF SUCH CLAIM. HPG SHALL USE ITS REASONABLE EFFORTS TO OBTAIN THE DISMISSAL OF
PARTICIPANT INDEMNITEES FROM ANY ACTION OR PROCEEDING RELATING THERETO.
NOTWITHSTANDING ANYTHING IN THIS PARAGRAPH OR ELSEWHERE IN THIS AGREEMENT TO THE
CONTRARY, (AND EXCLUDING INSTANCES INVOLVING HPG'S GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT), HPG SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY ERRORS OR OMISSIONS
RELATED TO COMMUNICATING TO PARTICIPANT AND ITS FACILITIES INFORMATION AND
PRICING ON PRODUCTS AND SERVICES, WITH HPG'S SOLE RESPONSIBILITY IN THIS RESPECT
BEING TO CORRECT SUCH ERRORS AND OMISSIONS AND TO PROVIDE APPROPRIATE NOTICE
THEREOF TO PARTICIPANT.
5.
Representations, Warranties and
Covenants of Participant.
Participant, for itself and for each of the Facilities that purchase under the
Vendor Contracts, whether or not set forth on Exhibit B hereto, hereby
represents and warrants to and covenants with HPG as follows:
(A)
ALL PURCHASES UNDER THE VENDOR CONTRACTS BY
PARTICIPANT AND ITS FACILITIES FOR PRODUCTS AND SERVICES SHALL BE IN THE NAME
OF, AND BETWEEN, PARTICIPANT OR ONE OR MORE OF ITS FACILITIES, ON THE ONE HAND,
AND THE RESPECTIVE VENDOR, ON THE OTHER HAND.
HPG SHALL NOT BE A PARTY TO ANY
SUCH PURCHASES AND SHALL NOT HAVE ANY LIABILITY UNDER ANY SUCH AGREEMENT OR WITH
RESPECT TO ANY SUCH PURCHASES OR ANY PRODUCTS AND SERVICES FURNISHED THEREUNDER.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, (I) HPG