49-15 City, LHA, Cleveland Clinic Master Agreement

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(a) certified copies of resolutions of the Clinic's Board, duly adopted and in full force and effect as of the Effective Date, authorizing and approving Clinic's performance of the transactions contemplated tinder this Master Agreement and the execution and delivery of the documents described herein; (b) originals of the following agreements executed by a duly authorized officer of the Clinic: the FHC Site Sale Agreement; the 850 Columbia Road Sale Agreement, and the Termination of 1996 Definitive Agreement; and (c) such other instruments and documents as the parties reasonably deem necessary to effect the transactions contemplated by this Master Agreement, including all completed Exhibits and Schedules to this Master Agreement, 8.3 LHA'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, LHA shall deliver the following: (a) certified copies of resolutions of the LHA Board, duly adopted and in full force and effect as of the Effective Date, authorizing and approving LHA's performance of the transactions contemplated under this Master Agreement, including adopting the amended and restated articles of incorporation and code of regulations of LHA, and the execution and delivery of the documents described herein; (b) originals of the following agreements executed by a duly authorized officer of LHA: the 850 Columbia Road Sale Agreement; the Termination of 1996 Definitive Agreement; and the Lease Amendment; and (c) such other instruments and documents as the parties reasonably deem necessary to effect the transactions contemplated by this Master Agreement, including all completed Exhibits and Schedules to this Master Agreement. 8.4 The City'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 City shall deliver the following: (a) certified copies of legislation duly adopted by the City Council of Lakewood and in full force and effect as the Effective Date, authorizing and approving the City's performance of the transactions contemplated by the Master Agreement and the execution and delivery of this Master Agreement and the documents described herein. (b) originals of the following agreements executed by a duly authorized officer of the City: FHC Site Sale Agreement; and the Lease Amendment; and (c) such other instruments and documents as the parties reasonably deem necessary to effect the transactions contemplated by this Master Agreement, including all completed Exhibits and Schedules to this Master Agreement. 15 11938585.11