Courthouse Square Agreements (compiled notebook)

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7AN.2~.1997 E~52AM N0.5ki~ P.1~ ~ (c) Survival of Representations. The covenants, agreements, represe tations, and warranties made here shall survive the close of escrow and shall not merge into the~deed and the recordation of it in the official records, ' {d) Successors and Assigns. This Agreement shall be binding on and sha~l intue to the benefit of the pernutted successors and assigns of the parties to i~ (e) Attorney Fees, In the event a party to this Agreement brings any ajction or suit against another party to this Agreement by reason of any breach of any of th~ covenants, agreements, or provisions on the pazt of the other pariy arisirtg out of this Agreemen then in that event the prevailing party shall be entided to have and recover from the other parry zll cost~ and expenses of the action or suit, including actual attomey fees, at trial and on appeal, ~ (~ Entire Agreement. This Agreement (including any exhibits attached to 't) is the final expression of, and cvntains the entire agreement between, the parties with respect t the subject matter of the Agreement and supersedes all prior understandings with respect to it. ' Agreement may not be modified, changed, supplemented, or terminate.d, nor may any obligatio s under it be waived, except by written instrument signed by the party to be charged or by i agent duly authorized in wridng or as otherwise expressly permitted here. The parties do not in nd to confer any benefit on any person, fum, or coiporadon other than the parties hereto. ', (g) Time of Essence. The Seller and the Buyer hereby acknowledge and a~ree that time is strictly of the essence with respect to each and every term, cond.ition, obligation, an provision. (h) Construction. Headings at the beginning of each paragraph and subg~ agraph are ~ solely for the convenience of the parties and are not a part of this Agreement. When ver required by the context of this Agreement, the singulaz shall include the plural, and the ma culine shall include the feminine, and vice versa. This Agreement shall not be construed as i it had been prepared by one of the parties, but rather as if both parties had prepared it. Unle s otherwise indicated, all references to paragraphs and subparagraphs are to this Agreement. ll exhibits referred to in this Agreement are attached and incorporated by this reference. Unle~s otherwise specified, in computing any period of time described in this Agreement, rhe day of thd act or event after which the designated period of time begins to run is not to be included and the la~st day of the period so computed is to be included, unless the last day is a Saturday, Sunday, or I gaI holidsy, in which event the period shall run until the end of the next day which is neither a Saturday, Sunday, nor legal holiday. The last day of aay period of time described herein shall e deemed to end at 5 p.m., Oregon time. ' 2 3. Gaverning Law. The parties acbnowledge that this Agreeme ' t has been negotiated and entered into in the sCate of Oregon, The parties expressly agree that thi Agreement shatl be govemed by, interpreted under, and construed and enforced in accordance wi the laws of the state of Oregon. ' ', THE PROPERTY DESCRTBED TN THTS TNSTRUMENT MAY NOT BE ~WITHIN A FIRE PROTECTION DISTRICT PROTECTING STRUCTURES. THE PR ERTY IS SUB7ECT TO L.AND USE LAWS AND REGULATIONS, WHTCH, 1N FARM R FOREST ZONES, MAY NOT AUTHORIZE CONSTRUCTION OR SITING OF A RESID NCE AND WHICH LIMIT LAWSUTTS AGAINST FARNIING OR FOREST PRACTICES A DEFINED ~ Purchase and Sale Agreement Salem Area Mass Transit DistrictlMarion County Page - 12 0128970748