49-15 City, LHA, Cleveland Clinic Master Agreement

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Thompson Hine LLP 3900 Key Center 127 Public Square Cleveland, Ohio 44114 Attn: Robyn Minter Smyers, Esq. or such other address as the party may designate in writing to the other party from time to time. Notices and communications shall be effective when received. 11.12 Counterparts. This Master Agreement may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement. 11.13 Governing Law. This Master Agreement shall be governed by and construed in accordance with the laws of the State of Ohio. 11.14 Severability. If any of the terms or provisions of this Master Agreement or the application thereof to any person or this Master Agreement or the application thereof to any person or circumstance shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Master Agreement and the application of such terms or provisions to other persons or circumstances shall not be affected thereby, but rather shall be enforceable to the greatest extent permitted by law. In substitution for any provision of this Master Agreement held unlawful, invalid or unenforceable, there shall be substituted a provision of similar import reflecting the original intent of the parties hereto to the fullest extent permissible under law. 11.15 Expenses. Each party hereto shall pay its own legal, accounting, out -of- pocket and other expenses incident to this Master Agreement. 11.16 Further Assurances. Each party will, whenever and as often as it shall be reasonably requested by any other party, for no additional monetary remuneration, take or cause to be taken all actions and execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such further instruments and documents, as may be reasonably necessary in order to carry out the terms and conditions of this Master Agreement and the Ancillary Agreements and to consummate and make effective transactions herein and therein contemplated and shall do any and all other acts as many be reasonably requested in order to carry out the intent and purpose of this Master Agreement and the Ancillary Agreements. 11.17 Time of Essence. Time is of the essence in the performance of this Master Agreement. This Section may be waived only in a writing expressly referring hereto. [The remainder of this page intentionally left blank.] 23 11938585.11