49-15 City, LHA, Cleveland Clinic Master Agreement

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parties within thirty (30) days of the date of submission thereto, the parties shall have the remedies provided in Section 9.17 or as separately provided in an Ancillary Agreement. 10.2 General. The parties agree that all aspects of the informal dispute resolution process contemplated by Section 10. 1, shall be conducted in confidence. The parties agree that all statements made in connection with informal dispute resolution efforts shall not be considered admissions or statements against interest by either party. The parties further agree that they will not attempt to introduce such statements at any later trial or mediation between the parties. Notwithstanding any language in this ARTICLE X to the contrary, the parties agree that any records that are public pursuant to state or local records laws shall not be subject to the aforementioned requirements. EACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING. ARTICLE XI Miscellaneous Provisions 11.1 Definitions. The term "Affiliate" when used in connection with a particular entity means any Person directly or indirectly controlled by or under common control with such entity. "Control" or "controlled by" shall mean the power to elect through membership, ownership, contract, or otherwise, fifty percent (50 %) or more of the board of trustees, directors or managers (or others performing similar functions) of a Person. "Control" also includes the power to direct or cause the direction of the policies and management of an entity, whether through contract, membership interests, ownership of voting securities, a lease, a management agreement, or other arrangement. The term "Person" means any individual, partnership, limited liability company, corporation, joint venture, trust, business trust, cooperative or other association or any other entity. 11.2 Survival. The representations and warranties of the parties shall survive for a period of twelve months after the Effective Date. No representations and warranties shall survive the termination of this Master Agreement. All covenants and agreements that contemplate performance thereof following the Effective Date will survive the Effective Date in accordance with their respective terms as described herein. 11.3 Waivers and Amendments. This Master Agreement may not be amended or modified and compliance herewith may not be waived (either generally or in a particular instance and either retroactively or prospectively) except with the written consent of both parties hereto. 11.4 No Third Party Beneficiaries. This Master Agreement is intended solely for the benefit of the parties hereto and not for the benefit of any other person or entity. 11.5 Enforcement of Remedies. To the extent a party's obligation under this Master Agreement is explicitly directed to one or more, but not all, of the parties, any party(ias) shall have the ability to enforce such obligation. Further, to the extent any terms of this Master Agreement conflict with the terms of an Ancillary Agreement, the terms of the Ancillary Agreement shall govern. If a dispute arises under an Ancillary Agreement, only the parties to 20 11938585.11