By OUTSOURCER. If CLIENT fails to perform any of its material obligations under this Agreement (including, subject to Section 10.2, (i) materially failing to pay any invoices in the manner set forth in Section 12.1 or Section 12.4 as applicable; (ii) failing to make the CLIENT Service Location available for the Project Staff as set forth in Section 6.5; or (iii) materially failing to deliver (or to cause CLIENT Agents to deliver) Patient Procedure Authorization forms to OUTSOURCER in the manner set forth in Exhibit A) (each a "CLIENT Event of Default"), and, upon Default Notice from OUTSOURCER, does not cure such Event of Default within 60 days of such Default Notice, then OUTSOURCER may, by giving written termination notice to CLIENT, terminate this Agreement as of the date specified in the termination notice.
By OUTSOURCER. OUTSOURCER represents and warrants that:
By OUTSOURCER. OUTSOURCER may terminate this Agreement for convenience by giving CLIENT notice of termination at least 180 days prior to the termination date specified in the termination notice.
By OUTSOURCER. OUTSOURCER represents and warrants that: (a) OUTSOURCER is a corporation duly incorporated, validly existing and in good standing under the laws of Delaware. (b) OUTSOURCER has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement. (c) OUTSOURCER is duly licensed, authorized or qualified to do business and is in good standing in every jurisdiction in which a license, authorization or qualification is required for the ownership or leasing of its assets or the transaction of business of the character transacted by it, except where the failure to be so licensed, authorized or qualified would not have a material adverse effect on OUTSOURCER's ability to fulfill its obligations under this Agreement. (d) The execution, delivery and performance of this Agreement has been duly authorized by OUTSOURCER. (e) OUTSOURCER shall comply with all applicable Federal, state and local laws (including HIPAA) and regulations applicable to OUTSOURCER and shall obtain all applicable permits and licenses required of OUTSOURCER in connection with its obligations under this Agreement. (f) OUTSOURCER has not disclosed any Confidential Information of CLIENT as of the Agreement Date. (g) There is no outstanding litigation, arbitrated matter or other dispute to which OUTSOURCER is a party which would reasonably be expected to have -32- <PAGE> a potential or actual material adverse effect on CLIENT's or OUTSOURCER's ability to fulfill its respective obligations under this Agreement. (h) To its knowledge the OUTSOURCER Intellectual Property does not and will not infringe upon the proprietary rights of any third party. (i) OUTSOURCER's practices shall be in accordance with the Fair Debt Collection Practices Act. SECTION 15.3
