49-15 City, LHA, Cleveland Clinic Master Agreement

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donor affecting any material real estate or other material assets of a party that would prohibit, limit or restrict such party's ability to enter into this Master Agreement or to consummate any of the transactions contemplated hereby. (f) No Misrepresentation. Each party represents and warrants that, to its Knowledge, none of the representations and warranties made by it in this ARTICLE VII contains any untrue statement of a material fact or omits to state a material fact necessary in order to make such representation and warranty not misleading. 7.2 Representations and Warranties of the Clinic and LHA. Each of the Clinic and LHA represents and warrants to the other parties that the statements contained in this Section 7.2 are true and correct as of the Effective Date. (a) Organization and Standing. Each of the Clinic and LHA represents and warrants that it is an Ohio nonprofit corporation duly organized and validly existing under the Chapter 1702 of the Ohio Revised Code, and in good standing under the laws of the State of Ohio. (b) Tax Status. (1) The Clinic represents and warrants that it is recognized as exempt from federal income taxation under Section 501(a) of the Code as an organization described in Section 501(c)(3) of the Code. The Clinic has no Knowledge of any action by the Internal Revenue Service to revoke or terminate the tax status of the Clinic. (2) LHA represents and warrants that it is recognized as exempt from federal income taxation under Section 501(a) of the Code as an organization described in Section 501(c)(3) of the Code. LHA has no Knowledge of any action by the Internal Revenue Service to revoke or terminate the tax status of LHA. 7.3 Knowledge. As used in this ARTICLE VII, the term "Knowledge" means, (a) with respect to LHA and the Clinic, to the actual knowledge of the party's officers and the members of a party's governing board or body, and (b) with respect to the City, to the actual knowledge of Michael P. Summers, Mayor and Kevin M. Butler, Law Director. ARTICLE VIII EFFECTIVE DATE 8.1 Effective Date. The parties agree that this Master Agreement will become effective on the Effective Date when signed by duly authorized representatives of each party. The parties acknowledge and agree that each of the Ancillary Agreements will become effective in accordance with their respective terms and may have closing dates after the Effective Date. 8.2 The Clinic's Deliveries as of the Effective Date. Upon the final required signature of this Master Agreement, in addition to any other documents specifically required to be delivered pursuant to this Master Agreement, the Clinic shall deliver the following: 14 11938585.11