Purchase And Sale Agreement (Page 5 of 7) in pdf

otherwise specifically provided in this Agreement, time is of the essence of each and every

provision of this Agreement.

8.2

Binding Effect. This Agreement shall be binding upon and inure to the benefit of the

parties, and their respective heirs, personal representatives, successors, and assigns. Either party may

transfer such party's interest under this Agreement, provided that the transferee assumes such party's

obligations hereunder.

8.3

Notices. Notices under this Agreement shall be in writing and shall be effective when

actually delivered. If mailed, a notice shall be deemed effective on the second day after deposited as

registered or certified mail, postage prepaid, directed to the other party at the address shown above.

Either party may change its address for notices by written notice to the other.

8.4

Waiver. Failure of either party at any time to require performance of any provision

of this Agreement shall not limit the party's right to enforce the provision. Waiver of any breach of

any provision shall not be a waiver of any succeeding breach of the provision or a waiver of the

provision itself or any other provision.

Attorneys’ Fees. In the event suit or action is instituted to interpret or enforce the

8.5

terms of this Agreement or to rescind this Agreement, the prevailing party shall be entitled to

recover from the other party such sum as the court may adjudge reasonable as attorneys' fees at trial,

on any appeal, and on any petition for review, in addition to all other sums provided by law.

8.6

Prior Agreements. This Agreement supersedes and replaces all written and oral

agreements previously made or existing between the parties.

8.7

Applicable Law. This Agreement shall be construed, applied and enforced in

accordance with the laws of the State of Oregon.

8.8

Brokers. Each party will defend, indemnify, and hold the other party harmless from

any claim, loss, or liability made or imposed by any other party claiming a commission or fee in

connection with this transaction and arising out of its own conduct.

8.9

Changes in Writing. This Agreement and any of its terms may only be changed,

waived, discharged or terminated by a written instrument signed by the party against whom

enforcement of the change, waiver, discharge or termination is sought.

8. 10

Survival of Covenants. Any covenants and agreements which this Agreement does

not require to be fully performed prior to Closing shall survive Closing and shall be fully

enforceable thereafter in accordance with their terms.

8.11

Counterparts. This Agreement may be executed simultaneously or in counterparts,

each of which shall be deemed an original, but all of which together shall constitute one and the

same Agreement.

Purchase And Sale Agreement Page 5