AND ENFORCEMENT. 38. The United States may review compliance with this Agreement at any time. BMW FS agrees to cooperate with the United States in any reasonable review of compliance with this Agreement. Upon reasonable notice, BMW FS shall permit counsel for the United States to inspect and copy all non-privileged records pertinent to this Agreement. 39. The Parties shall endeavor in good faith to resolve informally any differences regarding interpretation of, or compliance with, this Agreement prior to initiating any court action. 40. If the United States believes that there has been a failure by BMW FS to perform in a timely manner any act required by this Agreement, or otherwise to act in conformance with any provision thereof, whether intentionally or not, the United States will notify BMW FS in writing of its concerns and the Parties will attempt to resolve those concerns in good faith. BMW FS shall have fifteen (15) days from the date the United States provides notification of any breach of this Agreement to cure the breach or to request a meet and confer to resolve any disagreement between the Parties as to the validity of the claimed failure. 41. If the Parties are unable to reach a resolution within 15 days, the United States may, until the Civil Action is dismissed, seek appropriate relief before the Court in the Civil Action. After the Civil Action is dismissed, the United States may bring a civil action for breach of this Agreement or any provision thereof, in the United States District Court for the District of New Jersey. The United States may in such action seek to have the Court impose any remedy authorized at law or equity. This Court shall serve as the exclusive jurisdiction and venue for any dispute concerning this Agreement. The Parties consent to and agree not to contest the jurisdiction of this Court. The Parties further acknowledge that venue in this Court is appropriate and agree not to raise any challenge on this basis. 42. In the event the United States files a civil action as contemplated by Paragraph 41, above, to remedy breach of this Agreement, the United States may seek, in addition to any remedy available under law or equity, an injunction mandating specific performance of any term or provision in this Agreement. The United States may also seek from the Court an award of reasonable attorneys’ fees and costs incurred in bringing an action to remedy breach of this Agreement. If such a civil action is filed, BMW FS 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. 43. Failure by the United States to enforce any provision of this Agreement shall not operate as a waiver of the United States’ right or ability to enforce any other provision of this Agreement.
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Samples: Settlement Agreement, Settlement Agreement, Settlement Agreement