Common use of Monitoring and Enforcement Clause in Contracts

Monitoring and Enforcement. 33. Defendants shall continue the practice the Parties have developed during litigation of providing Plaintiffs’ counsel with weekly transfer reports as provided by ECF 110, as amended by ECF 177. These reports will be consistent in content and format with the reports Defendants have provided during litigation, and shall therefore be submitted via e-mail, at the beginning of each week and shall detail each transfer within every Jail building including the following: 1) the name of each transferred detainee; 2) their assigned inmate ID number; 3) their pre- transfer housing assignment; 4) their post-transfer housing assignment; and 5) the reason for the transfer. The weekly list shall also state what areas of the Jail have been under quarantine each week and the dates that they were quarantined. 34. Defendants shall provide Plaintiffs’ counsel with monthly reports detailing how many COVID-19 tests have been administered and the results of the tests. These reports will be consistent in content and format with the reports Defendants have provided during litigation, and will be provided within three business days of the first day of each month. 35. The parties shall meet and confer in a good faith effort to resolve their disputes informally. Plaintiffs’ counsel agrees to contact defense counsel and give notice of a suspected breach of this Agreement. Defendants will continue the practice the Parties have developed during litigation of providing reasonable information to Plaintiffs’ counsel in response to allegations of a potential breach of this Agreement. If the matter cannot be satisfactorily resolved within 72 hours of notice to defense counsel, Plaintiffs’ counsel shall contact the court, and within 72 hours of notice from Plaintiffs’ counsel that there has been a breach or suspected breach of this Agreement, the Court will schedule a conference call with the parties to discuss the matter and how to best remediate the issue. Both Parties recognize that one purpose of undertaking such consultation prior to resorting to judicial intervention is for class counsel to obtain necessary information to assess whether information they have received actually represents a breach of this Agreement. Accordingly, as part of the consultation process, Defendants will promptly provide reasonably available evidence requested by Plaintiffs’ Counsel that bears on the accuracy of any alleged breach.

Monitoring and Enforcement. 33TxDOT will send written progress reports to the FHWA-Texas Division no less than once per quarter of the Federal Fiscal Year. Defendants shall continue The reports will include a summary of all activities (including those not performed by TxDOT personnel) related to performing the practice tasks in Section VI of this Agreement. Further, TxDOT will cooperate with FHWA regarding all additional requests for information and documentation, pursuant to 49 C.F.R. § 21.9, et seq. Specifically, written progress reports will contain, but are not limited to, information on appraisals performed on specific properties pursuant to this Agreement, specific property purchases offered and accepted, relocation assistance provided and to whom, restrictive covenant purchases and to whom, title work performed, and other services related to the Parties have developed relocation of Neighborhood residents occurring during litigation that reporting period. Written progress reports will also contain a summary of providing Plaintiffs’ counsel with weekly transfer all activities related to the relocation of tenants currently housed in ▇.▇. ▇▇▇▇▇▇▇▇ I, including progress related to the identification of alternative locations for new public housing and for tenants. In addition, the Liaison provided pursuant to Section VI B.8 will send written progress reports as provided by ECF 110to TxDOT no less than once per quarter of the Federal Fiscal Year. The reports will include a summary of all activities related to the performance of the Liaison’s duties for that reporting period, as amended by ECF 177described in Section VI B.8. These reports Upon the signing of this Agreement, a Neighborhood Community Advisory Board (Community Advisory Board) will be consistent established by soliciting participation by Neighborhood and community members to be a part of, and lead, the Advisory Board. The Community Advisory Board would be Neighborhood and community members who volunteer to serve on the Advisory Board with any leadership of the Advisory Board selected by the voluntary members. This Advisory Board will be in content and format effect during the duration of the Project. TxDOT will be responsible for collaborating with the reports Defendants have provided during litigationCommunity Advisory Board on activities related to the implementation of this Agreement, on at least a quarterly basis throughout the life of the Project. Additionally, TxDOT will collaborate with the Advisory Board on issues including public workshops on the Voluntary Acquisition Program, the Relocation Benefits Program, the Voluntary Restrictive Covenant Program, and the relocation of tenants in ▇.▇. ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ will document its collaboration with the Community Advisory Board, including comments and concerns raised in quarterly meetings and how they were addressed, in its written progress reports. The Community Advisory Board will also be permitted to raise concerns related to the implementation of this Agreement with FHWA. If TxDOT, through its actions or inaction, fails to implement any part of this Agreement or fails to cooperate with FHWA documentation and information requests, FHWA may invoke its authority pursuant to 49 C.F.R. § 21.13, et seq. for failure or threatened failure to comply with Title VI of the Civil Rights Act of 1964. If at any time FHWA makes such a determination, then FHWA shall therefore be submitted via e-mail, at notify TxDOT in writing. The notice shall include a statement of the beginning of each week basis for FHWA’s determination and shall detail each transfer within every Jail building including the following: 1allow TxDOT fifteen (15) the name of each transferred detaineedays to either; 2(a) their assigned inmate ID number; 3) their pre- transfer housing assignment; 4) their post-transfer housing assignment; and 5) explain in writing the reason for the transfer. The weekly list shall also state what areas of actions and describe the Jail remedial actions that have been under quarantine each week and the dates that they were quarantined. 34. Defendants or shall provide Plaintiffs’ counsel be taken to achieve compliance with monthly reports detailing how many COVID-19 tests have been administered and the results of the tests. These reports will be consistent in content and format with the reports Defendants have provided during litigation, and will be provided within three business days of the first day of each month. 35. The parties shall meet and confer in a good faith effort to resolve their disputes informally. Plaintiffs’ counsel agrees to contact defense counsel and give notice of a suspected breach of this Agreement. Defendants will continue the practice the Parties have developed during litigation of providing reasonable information to Plaintiffs’ counsel in response to allegations of a potential breach of this Agreement. If the matter cannot be satisfactorily resolved within 72 hours of notice to defense counsel, Plaintiffs’ counsel shall contact the court, and within 72 hours of notice from Plaintiffs’ counsel that there has been a breach Agreement or suspected breach of this Agreement, the Court will schedule a conference call with the parties to discuss the matter and how to best remediate the issue. Both Parties recognize that one purpose of undertaking such consultation prior to resorting to judicial intervention is for class counsel to obtain necessary information to assess whether information they have received actually represents a breach of this Agreement. Accordingly, as part of the consultation process, Defendants will promptly provide reasonably available evidence requested by Plaintiffs’ Counsel that bears on (b) dispute the accuracy of FHWA’s findings. If TxDOT does not respond to the notice, or if, upon review of TxDOT’s response, FHWA determines that TxDOT has not complied with the terms of the Agreement, FHWA may pursue its statutory and/or contractual remedies. Should a violation of the agreement occur, the time period of the Agreement will be extended for an amount of time equal to the time FHWA determines a violation occurred to the time of the FHWA approved remedy. Nothing in this Agreement shall be construed as creating any alleged breachliability in favor of any third party or parties against FHWA or TxDOT.

Monitoring and Enforcement. 339.3.1 The Purchaser shall procure that during the duration of the Non-Financial Covenants the Supervisory Board shall include the two Independent Supervisory Board Members who shall qualify as 'independent' within the meaning of the Dutch Corporate Governance Code, provided that any Supervisory Board member who falls within the 'group exemption' of section 2.1.7(iii) read in conjunction with section 2.1.8(vii) of the Dutch Corporate Governance Code will not be deemed independent for these purposes. 9.3.2 The two Independent Supervisory Board Members will as per Completion be the Members who are nominated and appointed pursuant to the enhanced nomination right of the Central Works Council on the basis of article 2:158 sub 3.1. Defendants shall continue the practice the Parties have developed during litigation of providing Plaintiffs’ counsel with weekly transfer reports as provided by ECF 110These persons will be appointed or re- appointed, as amended by ECF 177. These reports will be consistent applicable, on the Completion Date in content and format accordance with the reports Defendants have provided during litigation, and shall therefore be submitted via e-mail, at the beginning of each week and shall detail each transfer within every Jail building including the following: 1Schedule 9 (Completion Actions) the name of each transferred detainee; 2) their assigned inmate ID number; 3) their pre- transfer housing assignment; 4) their post-transfer housing assignment; and 5) the reason for the transfer. The weekly list shall also state what areas of the Jail have been under quarantine each week and the dates that they were quarantined. 34. Defendants shall provide Plaintiffs’ counsel with monthly reports detailing how many COVID-19 tests have been administered and the results of the tests. These reports will be consistent in content and format with the reports Defendants have provided during litigation, and will be provided within three business days re-appointed for at least the duration of the first day Non-Financial Covenants if the term of appointment lapses before the end the duration of the Non-Financial Covenants. If any of the Independent Supervisory Board Members is no longer willing or able to serve on the Supervisory Board or otherwise for whatever reason ceases to fulfil his or her position, the vacancy thus arisen shall be promptly filled. The Purchaser shall procure that any person replacing such Independent Supervisory Board Member shall be appointed by the general meeting of the Company upon the nomination of the Supervisory Board in accordance with the articles of association of the Company. The resolution of the Supervisory Board to make a nomination for the appointment of an Independent Supervisory Board Member requires the vote in favour of such nomination by the Independent Supervisory Board Members, except in the event that it concerns his or her own re-appointment, in which case such appointment requires a vote in favour of such appointment by the other Independent Supervisory Board Member. 9.3.3 The Purchaser shall procure that, except for fraud, wilful misconduct or gross negligence on the part of the relevant Independent Supervisory Board Member in exercising his or her duties as Independent Supervisory Board Member, each Independent Supervisory Board Member will be fully released from his or her duties as per the date of his or her resignation and will be granted full and final discharge in respect of his or her position or duties as Independent Supervisory Board Member, effective as per the date that such Independent Supervisory Board Member ceases to fulfil his or her position. 9.3.4 Certain resolutions of the Company or any of the Group Companies as set out in Paragraphs 1 (Minority shareholders), 2 (Other topics) and 3 (Miscellaneous ) of Schedule 15 (Non-Financial Covenants and Strategic Intentions), including any related party transactions or any transactions, restructurings, share issues, procedures or other actions which may have the (side) effect of diluting the interest of any Continuing Shareholders (except pursuant to a statutory squeeze-out procedure in accordance with article 2:92a DCC or article 2:201a DCC) and any deviations from any of the Non-Financial Covenants, shall require the prior approval of the Supervisory Board, including the affirmative vote of each monthof the two Independent Supervisory Board Members. 359.3.5 In the event of any deviations from Paragraph 2.2 (Heat activities) of Schedule 15 (Non-Financial Covenants and Strategic Intentions) approved by the Supervisory Board in accordance with Clause 9.3.4, each of the municipalities 5 Drafting note: Name to be inserted once known. The parties shall meet of Amstelveen, Barendrecht, ▇▇▇▇▇▇▇ aan den IJssel, Delft, Den ▇▇▇▇, Lansingerland, Papendrecht, Pijnacker Nootdorp, Rotterdam and confer Zoetermeer (jointly, the "Heat Municipalities"), each at its sole discretion, has the right to claim specific performance (nakoming) of the Non-Financial Covenants in Paragraph 2.2 (Heat activities) of Schedule 15 (Non-Financial Covenants and Strategic Intentions) relating to its municipality only, insofar that municipality is a good faith effort Party to resolve their disputes informally. Plaintiffs’ counsel agrees to contact defense counsel and give notice of a suspected breach of this Agreement. Defendants will continue For the practice the Parties have developed during litigation avoidance of providing reasonable information to Plaintiffs’ counsel in response to allegations of a potential breach of this Agreement. If the matter cannot be satisfactorily resolved within 72 hours of notice to defense counsel, Plaintiffs’ counsel shall contact the court, and within 72 hours of notice from Plaintiffs’ counsel that there has been a breach or suspected breach of this Agreementdoubt, the Court will schedule Sellers do not have a conference call with the parties right to discuss the matter and how to best remediate the issue. Both Parties recognize that one purpose of undertaking such consultation prior to resorting to judicial intervention is for class counsel to obtain necessary information to assess whether information they have received actually represents a breach of this Agreement. Accordingly, as part claim specific performance of the consultation processNon-Financial Covenants included in Schedule 15 (Non-Financial Covenants and Strategic Intentions) other than set out in this Clause 9.3.5. 9.3.6 The Purchaser shall procure that for the duration of the Non-Financial Covenants, Defendants the full large company regime (volledig structuurregime) will promptly provide reasonably available evidence requested by Plaintiffs’ Counsel that bears on be applied in respect of the accuracy of any alleged breachCompany.