Common use of IMPLEMENTATION AND ENFORCEMENT Clause in Contracts

IMPLEMENTATION AND ENFORCEMENT. 16. The United States may review compliance with this Agreement at any time. The University agrees to cooperate with the United States in any review of compliance with this Agreement. Upon reasonable notice, the University will permit counsel for the United States to inspect all non-privileged records pertinent to this Agreement. 17. The Parties will endeavor in good faith to resolve informally any differences regarding interpretation of or compliance with this Agreement prior to initiating court action. If the United States believes that the University has failed to perform in a timely manner any act required by this Agreement, or has otherwise not acted in conformance with any provision thereof, whether intentionally or not, the United States will notify the University in writing of its concerns. The University will have thirty (30) calendar days from the date of the United States’ notification to cure the breach. 18. If the Parties are unable to reach a resolution within thirty (30) calendar days, the United States may file a lawsuit for breach of this Agreement, or any provision thereof, in the United States District Court for the Eastern District of Virginia. In any such action, the University consents to and agrees not to contest the exercise of jurisdiction over it by this Court. The University further acknowledges that venue in this Court is appropriate and agrees not to raise any challenge on this basis. 19. In the event the United States files a civil action as contemplated by Paragraph 18, above, to remedy breach of this Agreement, the United States may seek, and the Court may grant as relief, the following: (1) an order mandating specific performance of any term or provision in this Agreement, without regard to whether monetary relief would be adequate; and (2) any additional relief including additional damages that may be authorized by law or equity. 20. Failure by the United States to enforce any provision of this Agreement will not operate as a waiver of the United States’ right or ability to enforce any provision of this Agreement.

IMPLEMENTATION AND ENFORCEMENT. 1621. The United States may review compliance with this Agreement at any time. The University agrees Respondents agree to cooperate with the United States in any review of compliance with this Agreement. Upon reasonable notice, the University will Respondents shall permit counsel for the United States to inspect and copy all non-privileged records pertinent to this Agreement. 1722. The Parties will shall endeavor in good faith to resolve informally any differences regarding interpretation of or compliance with this Agreement prior to initiating court action. If the United States believes that the University has Respondents have failed to perform in a timely manner any act required by this Agreement, or has have otherwise not acted in conformance with any provision thereof, whether intentionally or not, the United States will shall notify the University Respondents in writing of its concerns. The University will Respondents shall have thirty (30) calendar days from the date of the United States’ notification to cure the breach. 1823. If the Parties are unable to reach a resolution within thirty (30) calendar days, the United States may file a lawsuit for breach of this Agreement, or any provision thereof, in the United States District Court for the Eastern Northern District of VirginiaGeorgia. In any such action, the University consents Respondents consent to and agrees agree not to contest the exercise of personal jurisdiction over it them by this Court. The University Respondents further acknowledges acknowledge that venue in this Court is appropriate and agrees agree not to raise any challenge on this basis. 1924. In the event the United States files a civil action as contemplated by Paragraph 1823, above, to remedy breach of this Agreement, the United States may seek, and the Court may grant as relief, the following: (1) an order mandating specific performance of any term or provision in this Agreement, without regard to whether monetary relief would be adequate; and (2) any additional relief including additional damages that may be authorized by law or equity. If such civil action is filed, Respondents expressly agree not to count the time during which this Agreement is in place, or use the terms or existence of this Agreement or the Tolling Agreements executed by the parties on February 27, 2017, April 21, 2017, May 24, 2017, June 28, 2017, July 28, 2017, August 11, 2017, August 24, 2017, September 8, 2017, September 22, 2017, and October 6, 2017, to plead, argue or otherwise raise statute of limitations, estoppel, or laches as defenses. 2025. Failure by the United States to enforce any provision of this Agreement will shall not operate as a waiver of the United States’ right or ability to enforce any other provision of this Agreement.

IMPLEMENTATION AND ENFORCEMENT. 1627. The United States may review monitor compliance with this Agreement at any time, including, but not limited to, by conducting tests at any offices or locations at which ▇▇▇▇▇▇▇ conducts activities related to housing. The University ▇▇▇▇▇▇▇ agrees to cooperate with the United States in any review of compliance with this Agreement. Upon reasonable notice, the University will ▇▇▇▇▇▇▇ shall permit counsel for the United States to inspect and copy all non-privileged records pertinent to this Agreement. Unless such inspection or copying is otherwise provided for in this Agreement, if non-privileged records sought by the United States contain personally identifiable information (“PII”) or financial information of ▇▇▇▇▇▇▇ or third parties, the Parties shall first meet and confer to discuss appropriate measures to protect that information from disclosure, including the use of redactions to protect portions of the documents containing or constituting PII. Nothing in this provision, however, shall constitute a waiver of any rights the United States may have in any action to enforce the terms of this Agreement. 1728. The Parties will shall endeavor in good faith to resolve informally any differences regarding interpretation of or compliance with this Agreement prior to initiating court action. If the United States believes that the University ▇▇▇▇▇▇▇ has failed to perform in a timely manner any act required by this Agreement, or has otherwise not acted in conformance with any provision thereof, whether intentionally or not, the United States will shall notify the University ▇▇▇▇▇▇▇ in writing of its concernsconcerns via email and United States mail to the email and mailing addresses specified by ▇▇▇▇▇▇▇ in Attachment ▇. The University will ▇▇▇▇▇▇▇ shall have thirty (30) calendar days from the date of the United States’ notification to cure the breach. 1829. If the Parties United States and ▇▇▇▇▇▇▇ are unable to reach a resolution within thirty (30) calendar days, as contemplated in the preceding Paragraph, the Parties agree that the United States may move to restore the Civil Action to the active docket for purposes of resolution of any such claim of breach, or may file a separate lawsuit for breach of this Agreement, or any provision thereof, in the United States District Court for the Eastern Northern District of VirginiaCalifornia. This Court shall serve as the exclusive jurisdiction and venue for any dispute concerning this Agreement. In any such action, the University consents Parties consent to and agrees agree not to contest the exercise jurisdiction of jurisdiction over it by this Court. The University Parties further acknowledges acknowledge that venue in this Court is appropriate and agrees agree not to raise any challenge on this basis.basis.‌ 1930. In the event the United States files a civil action States, as contemplated by Paragraph 1829, above, reopens the Civil Action or files a new civil action to remedy breach of this Agreement, the United States may seek, and the Court may grant as relief, the following: (1) an order mandating specific performance of any term or provision in this Agreement, without regard to whether monetary relief would be adequate; and (2) any additional relief including additional damages that may be authorized by law or equity. ▇▇▇▇▇▇▇ expressly agrees not to count the time during which this Agreement is in place, or use the terms or existence of this Agreement, to plead, argue, or otherwise raise any defenses under theories of claim preclusion, issue preclusion, statute of limitations, estoppel, laches, or similar defenses. Nothing in this Agreement is intended to waive any defenses under these theories applicable to a period in which this Agreement is not in place. 2031. Failure by the United States to enforce any provision of this Agreement will shall not operate as a waiver of the United States’ right or ability to enforce any other provision of this Agreement. 32. Upon receipt of confirmation of ▇▇▇▇▇▇▇’▇ first payment as contemplated in this Agreement, the United States and ▇▇▇▇▇▇▇ shall jointly move the Court for dismissal with prejudice of the claims against ▇▇▇▇▇▇▇ in the Civil Action, subject to its reopening as set forth in Paragraph 29. The Parties shall attach a copy of this Agreement to the joint motion.