Year 2010 temporary budget to make available the ... - Jersey City

effectuate the puroses of this Agreement.
(d) Time is of the Essence. Time is of the essence for the performance of the obligations provided herein
and the parties acknowledge and agree that any delay in the performance of
the obligations hereunder shall constitute a
material breach of this Agreement.
(e) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the
respective successors and permitted assigns (including successive, as well as immediate, successors and assigns) of the
parties hereto. Neither party shall have the right or power to assign its rights or obligations under this Agreement
without the prior written consent of the other party; except that the Red Bull Entities shall be entitled to assign their
the City.
rights and obligations hereunder to their parent or an affiiated part without the prior written consent of
(f) Rights and Remedies. All rights and remedies provided by this Agreement are in addition to, and not
in lieu of, all other rights and remedies available to either party under applicable law. Without limiting the generality of
the foregoing, each of the parties understand and agree that the other party shall be entitled to all remedies as may be
awarded by a cour of competent jurisdiction including, without limitation, the right to specific performance, damages,
injunctive relief and other extraordinar remedies.
(g) Governing Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of New Jersey without giving effect to the principles of conflcts or choice of laws. In the
event a dispute or controversy arises under this Agreement which cannot be resolved, such dispute or controversy shall
be submitted to arbitration and resolved by a single arbitrator (who shall be a lawyer or retired judge) in accordance
with the Commercial Arbitration Rules of the American Arbitration Association then in effect. All arbitration shall take
place at the offce of the American Arbitration Association located in or closest to Jersey City, New Jersey.
Notwithstanding the foregoing, the arbitration provisions in this Section IO(g) do not prevent any part from obtaining
temporary or injunctive or other equitable relief from a court of competent jurisdiction to enforce the obligations of the
other part; provided, that any such proceeding shall, to the extent permitted by law, be brought in Jersey City, New
Jersey. The arbitrator has authority to award any remedy or relief that a court of competent jurisdiction could grant
under applicable law, including reasonable attorneys' fees. The award or decision by the arbitrator shall be final,
binding and conclusive, and judgment may be entered upon such award by any court.
(h) Waiver. The rights and remedies of
the parties to this Agreement are cumulative and not exclusive of
the rights and remedies that they otherwise may have now or hereafter at law, in equity, by statute or otherwise. Neither
the failure nor any delay by any pary in exercising any right, power or privilege under this Agreement or the documents
referred to in this Agreement wil operate as a waiver of such right, power or privilege, and no single or partial exercise
of any such right, power or privilege wil preclude any other or further exercise of such right, power or privilege or the
exercise of any other right, power or privilege.
(i) Entire Agreement; Amendment; No Third Part Beneficiaries. This Agreement, including all
Schedules attached hereto, constitutes the entire agreement between the parties hereto and merges any prior
representations, warranties, or understandings they may have had regarding the subject matter of this Agreement. This
Agreement supersedes all prior or contemporaneous agreements and understandings, negotiations, inducements or
conditions, express or implied, oral or written, between the parties. No change, modification, supplement, or
amendment of this Agreement shall be valid or binding on the parties hereto unless such change, modification,
supplement or amendment shall be in writing signed by both parties. This Agreement is not intended to confer upon any
person other than the parties hereto (and their respective successors and assigns) any rights or remedies under this
Agreement.
U) Relationship of Parties. Nothing in this Agreement shall be construed so as to create a partership,
joint venture, employee-employer relationship or principal-agent relationship between the Red Bull Entities and the City
and neither party shall be liable for the debts or obligations of the other except to the extent expressly provided in this
Agreement. Neither party shall have the power or authority, either expressly or implicitly, to enter into contracts or
whatsoever.
otherwise bind the other part in connection with any obligation
(k) SurvivaL. All provisions of this Agreement which expressly, or by their nature, require performance,
or apply to a period, after the termination or transfer of this Agreement shall indefinitely survive, and be enforceable,
following termination or transfer of this Agreement.
(RBOOOlSI23 V4)
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