49-15 City, LHA, Cleveland Clinic Master Agreement

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(a) It shall be an event of default hereunder or under any Ancillary Agreement that does not separately define "default' or "event of default' (each an "Event of Default') if any party shall: (1) Fail to perform any monetary obligation set forth in this Master Agreement within ten (10) days of written notice that such obligation has not been performed; (2) Fail to perform any non - monetary obligation set forth in this Master Agreement within thirty (30) days of written notice that such obligation has not been performed or such longer period of time as may be reasonably required to perform such obligation, provided the defaulting party commences performance within such thirty (30) day period and thereafter diligently pursues such performance to completion; (3) Make an assignment of the property of such party for the benefit of creditors; (4) Have (whether voluntarily or involuntarily) a receiver, trustee or assignee appointed for such party with respect to all or substantially all of its assets; (5) Declare bankruptcy or insolvency; or (6) Commence bankruptcy proceedings or have bankruptcy proceedings commenced against it, provided, however, the commencement of an involuntary proceeding against a party shall not be an Event of Default if dismissed within sixty (60) days following commencement. 9.17 Remedies. Upon the occurrence of an Event of Default, the non - defaulting party (or parties) shall have the right to exercise all rights and remedies available at law or in equity arising from such Event of Default, including, without limitation, specific performance. ARTICLE X Dispute Resolution 10.1 Covered Disputes. All controversies and claims arising under or relating to this Master Agreement and the Ancillary Agreements shall be resolved in accordance with this ARTICLE X. The parties shall negotiate all matters of joint concern in good faith, with the intention of resolving issues between them in a mutually satisfactory manner. If a disagreement between or among the parties cannot be resolved through informal discussions, it shall be deemed a "Dispute" upon one party (the "Declaring Party ") declaring, by the delivery of a written notice (the "Notice ") to the other parties, that a Dispute exists. The Notice shall specify the nature and cause of the Dispute and the action that the Declaring Party deems necessary to resolve the Dispute. Following receipt of the Notice, the authorized representatives of the parties shall use good faith efforts to resolve the Dispute. If a Dispute is not resolved by the officers within thirty (30) days of the date of the Notice, the matter shall be referred to the LHA Board chair, the President of Lakewood City Council and the Chair of the Executive Committee of the Cleveland Clinic Regional Hospitals. If a Dispute is not resolved between such designees of the respective 19 11938585.11