54-10 Agreement

1050 Connecticut Avenue, N.W. Washington, D.C. 20036-5339 Attention: Mindy Pittell Hurwitz, Esq. Telephone: (202) 775-5721 Facsimile: (202) 857-6395 To Purchaser: Township of West Orange, New Jersey __________________________________ __________________________________ Attention: _________________________ Telephone: ________________________ Facsimile: ________________________ With a copy to: Richard D. Trenk, Esq. Trenk, DiPasquale, Webster, Della Fera & Sodono 347 Mount Pleasant Avenue, Suite 300 West Orange, NJ 07052 Telephone: (973) 243-8600 Facsimile: (973) 243-8677 Any correctly addressed Notice that is refused, unclaimed or undelivered because of an act or omission of the party to be notified shall be considered to be effective as of the first day that the Notice was refused, unclaimed or considered undeliverable by the postal authorities, messenger or overnight delivery service. The parties hereto shall have the right from time to time, and at any time, to change their respective addresses and each shall have the right to specify as its address any other address within the United States of America, by giving to the other party at least ten (10) days prior Notice thereof, in the manner prescribed herein; provided, however, that to be effective, any such change of address must be actually received (as evidenced by a return receipt). Telephone numbers and email addresses, if listed, are listed for convenience purposes only and not for the purposes of giving Notice pursuant to this Agreement. Any Notice that is required or permitted to be given by either party to the other under this Agreement may be given by such party or its legal counsel, who are hereby authorized to do so on the party’s behalf. MISCELLANEOUS 12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the

uthorized to do so on the party’s behalf. MISCELLANEOUS 12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey. If any legal action is necessary to enforce the terms and conditions of this Agreement, the parties hereby agree that the Superior Court of New Jersey, Law Division: Essex County, New Jersey shall be the sole jurisdiction and venue for the bringing of the action. 12.2 Professional Fees and Costs. If a lawsuit, arbitration or other proceedings are instituted by any party to enforce any of the terms or conditions of this Agreement against any other party hereto, the prevailing party in such litigation, arbitration or proceedings shall be entitled, as an additional item of damages, to such reasonable attorneys’ and other professional fees and costs (including, but not limited to, witness fees), court costs, arbitrators’ fees, - 24 - GENBUS/718957.4