BOC Files (Folders 1-3) - Laserfiche WebLink

Home Browse Search

of the party making the waiver. No waiver a party of any provision of this Agreement or any breach thereof, shall be of any force or effect unless in writing; and no such waiver shall be construed to be a continuing waiver. 7.9 Attorneys' Fees. Except as otherwise provided in this Agreement, in the event of a suit, ~ action, arbitradon, or other proceeding of any nature whatscever, including, without limitation, any ! proceeding under U.S. Banktuptcy Code, is instituted to interpret or enforce any provision of this Agreement, or with respect to any dispute relating to this Agreement, including, without iimitation, ~ any ac~ion in which a declaration of nghts is sought or an action for rescission, the prevailing party shall be entided to recover from the losing party its reasonable attorneys', paralegals', accountants', and other experts' fees and all other fees, costs and expenses actually incurred and reasonably necessary in connection therewith, as determined by the judge or arbitrator at trial or arbitration, as 1 the case may be, or on any appeal or review, in addition to all other amounts provided by law. Ttus : I provision shall cover costs and attorney fees related to or with respect to proceedings in Federal Bankruptcy Courts, including thase related to issues unique to bankruptcy law. 7.10 T~me of the Fssence. : Ti~ is of the essence of this Agreement. 7.11 Choice of Law. This Agreement shall be interpreted under the laws of the State of Oregon. ~ 7.12 Calculation of 1tine. All periods of time refemed to herein shall include Saturdays, Sundays, and legal holidays in the State of Oregon, except that if the last day of any period falls on any Saturday, Sunday, or such holiday, the period shall be extended to include the next day which is not a (~ Saturday, Sunday or such a holiday. ~~ 7.13 Construction. In conshuing this Agreement, singular pronouns shall be taken to mean and include the plural and the masculine pronoun ~ shall be tak~n to mean and include the feminine and ~-~. the neuter, as the context may require. . 7.14 Severab~7ity. If any clause, sentence or any other portion of the terms and conditions of this Q agreement becomes illegal, null or void for any reason, the remaining portions will remain in full force and effect to the fullest extent permitted by law. 7.15 Amendments. This Agreement (including the Exlubits hereto) may only be amended by means of a writing signed by each of the Parties hereto. No amendment to any provision of this ~.~ Agreement shall be implied from any course of performance, any acquiescence by any Party, any failure or delay by any Party to enforce its rights hereunder. ' (. ~ 7.16 Entirg Agreemen~ This Agreement and the attachments hereto aze the entire agreement U between the Parties relating to the subject matter in this Agreemen~ There is no other oral or written agreement between the Parties with regard to this subject matter. There aze no oral or written ~ representations made by either party, implied or express, other than those contained in this Agreement. 7.17 Successors and Assigns. Subject to the applicable restrictions on transfer or assignment in j~"- this Agreement, the benefits confemed by this Agreement, and the obligations assumed thereunder, ~ shall inure to the benefit of a bind the successors and assigns of the parties. ~ 7.18 Place of Enforcemen~ Any action or suit to enforce or construe any provision of this Agreement by any Pazty shall be brought in the Circuit Court of the State of Oregon for Marion County, or the United States District Court for the District of Oregon. ~ 7.19 No Third Party Beneficiaries. The parties intend that the rights, obligations and covenants in ~; this Agreement shall be exclusively enforceable by the County and the Transit District, and their Courthouse Square Development Agreement Page - 17 `.._~ ~~