238-26 - 410 Main Settlement.pdf

6.12 Notice of Actions The Parties and their respective counsel agree immediately to provide each other with notice of any lawsuits, actions, applications, proceedings, appeals, or governmental declarations threatened or pending by third parties of which they are actually aware, which may affect the provisions of this Agreement. 6.13 Governing Law; Jurisdiction; Venue This Agreement has been entered into and shall be construed, governed, and enforced in accordance with the laws of the State of New Jersey without giving effect to provisions relating to conflicts of law. Jurisdiction of any litigation ensuing with regard to this Agreement exclusively shall be in the Superior Court of New Jersey, Essex County Vicinage, including Docket No. ESX-L-886-25 and any consolidated or related matters to the extent retained by the Court. Service of any complaint may be effectuated consistent with the terms hereof for the delivery of Notices. The Parties waive formal service of process. 6.14 Default In the event that either Party shall fail to perform any material obligation on its part to be performed pursuant to the terms and conditions of this Agreement, unless such obligation is waived by the other Party for whose benefit such obligation is intended, or by the Court, such failure to perform shall constitute a default under this Agreement. Upon the occurrence of any default, the nondefaulting Party shall provide notice to the defaulting Party, and the defaulting Party shall have a reasonable opportunity to cure the default within forty-five (45) days. In the event the defaulting Party fails to cure within forty-five (45) days or such reasonable period of time as may be appropriate, the Party for whose benefit such obligation is intended shall be entitled to exercise any and all rights and remedies that may be available in equity or under the laws of the State of New Jersey, including the right of specific performance to the extent available. Further, the Parties may apply to the Court for relief by way of motion to enforce litigants' rights. In the event of any default by Developer, Developer shall reimburse the Township for all reasonable attorneys’ fees,

o the Court for relief by way of motion to enforce litigants' rights. In the event of any default by Developer, Developer shall reimburse the Township for all reasonable attorneys’ fees, costs, and expenses incurred by the Township in enforcing this Agreement, including any application to enforce litigants’ rights. In the event the Township fails to adopt the aforementioned zoning ordinance, the Developer shall, in addition to the rights set forth in the preceding paragraph, have the right upon notice in accordance with this Agreement, to terminate this Agreement under which circumstance, the parties shall have all rights restored to the status quo ante to the date hereof and all claims and defenses available now shall be available to the parties. 6.15 Fairness Hearing The Parties acknowledge that this Settlement Agreement may be subject to approval by the Court following what is commonly known as a "fairness hearing" as set forth in Morris Cty. Fair Hous. Council v. Boonton Twp., 197 N.J. Super. 359, 367-69 (Law Div. 1984), aff'd o.b., 209 N.J. Super. 108 (App. Div. 1986), and East/West Venture v. Borough of Fort Lee, 286 N.J. Super. 311, 328-29 19