Common use of Dispute Resolution; Binding Arbitration Clause in Contracts

Dispute Resolution; Binding Arbitration. Except for disputes relating to breaches of Sections 10.1 through 10.3, all disputes shall be resolved under the following provisions of this Agreement. This Agreement shall be construed to be in accordance with any and all federal and state statutes, including Medicare, Medicaid and all federal and state rules, regulations, principles and interpretations applicable to the Company and the Members, and the relationships among them. It is the intent of this Section to set forth a procedure so that if certain legal developments occur, a dispute arises, or certain circumstances arise in which the Board of Managers should become internally deadlocked (including due to the withholding of Supermajority Approval), a procedure will be in place that will bring the terms of this Agreement back into legal compliance and/or resolve a Board deadlock while preserving, to the extent possible, the economic and governance relationships set forth here. In the event there is any dispute among the parties or there is any legal development, including without limitation, a change in (or the interpretation of) Medicare, Medicaid or other federal or state statutes, rules, regulations, principles or interpretations, that renders any of the material terms of this Agreement unlawful or unenforceable (including any services rendered or compensation to be paid hereunder), or a definitive judicial or State of Michigan interpretation of Michigan law that substantially affects the business, governance, or economics of the Company in an adverse manner (collectively a “Negative Legal Development”), or any circumstance in which the Board itself is deadlocked in its decision making hereunder and cannot take action (a “Deadlock Event”), any class of Members with voting rights that is affected by such Negative Legal Development or such Deadlock Event shall have the immediate right upon notice to the other Members (the “Notice”) to initiate the renegotiation of the affected term or terms of this Agreement, so as to remedy the impacts of the Negative Legal Development or to seek resolution of the Deadlock Event, each in a manner that substantially maintains the then existing economic and governance relationships of the Members, if it is legal to accomplish the change while maintaining substantially such economic and governance relationship. If the Parties are not able to renegotiate the affected terms of the Agreement or resolve the Deadlock Event or dispute on a mutually satisfactory basis within forty five (45) days after the Notice, the Parties must submit the issues (the “Dispute”) to mediation and arbitration pursuant to the procedure set forth below. The arbitrator selected in accordance with the provisions set forth below (the “Arbitrator”) will be asked to determine the following: (a) whether there is a bona fide Negative Legal Development or Deadlock Event; (b) if so, are there modifications to the affected term or terms of the Agreement (the “Modifications”) or a resolution of the Deadlock Event (“Resolution”) that are legal and will resolve the Dispute in a manner that substantially maintains the then existing economic and governance relationships of the Members; and (c) if there are curative Modifications or a Resolution, to determine and set forth in writing the specific Resolution or Modifications to each affected term of this Agreement.