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because Seller’s failure was not within Seller’s control, from recovering its actual costs
<br />necessarily incurred by Buyer to purchase the Property.
<br />
<br />19. DR
<br />ISPUTE ESOLUTION
<br />
<br />A.
<br />19.1 Any controversy, claim or dispute arising out of or related to this
<br />RBITRATION
<br />Agreement (but excluding the Loan Documents) shall be resolved by arbitration upon
<br />written demand therefor made by a party upon all other parties to the controversy, claim
<br />or dispute (provided, however, that a party may not demand arbitration under this Section
<br />19.1 after the party has filed or appeared in any legal proceeding instituted to resolve the
<br />dispute, claim or controversy), and judgment on the award rendered in such arbitration
<br />may be entered in any court having jurisdiction thereof. If the parties do not otherwise
<br />agree, the arbitration shall be in accordance with the Oregon Business Rules of the
<br />American Arbitration Association (although the arbitration need not be conducted by or
<br />administered under the auspices of the American Arbitration Association). If the Oregon
<br />Business Rules of the American Arbitration Association no longer exist, the matter shall
<br />be arbitrated in accordance with ORS 36.300 et seq., or any successor statutes thereto.
<br />
<br />AF
<br /> 19.2 . If any suit, action, arbitration or other proceeding is instituted
<br />TTORNEY EES
<br />upon this Agreement or to enforce creditor’s rights or otherwise pursue, defend or litigate
<br />issues related to or peculiar to federal bankruptcy law (including, but not limited to,
<br />efforts to obtain relief from an automatic stay), or any other controversy arising from this
<br />Agreement, the prevailing party shall be entitled to recover from the other party and the
<br />other party agrees to pay the prevailing party, in addition to costs and disbursements
<br />allowed by law, such sum as the court, arbitrator or other adjudicator may adjudge
<br />reasonable as an attorney fee in such suit, action, arbitration or other proceeding, and in
<br />any appeal thereof or therefrom. Such sum shall include an amount estimated by the
<br />court, arbitrator or adjudicator, as the reasonable costs and fees to be incurred in
<br />collecting any monetary judgment or award or otherwise enforcing each award, order,
<br />judgment or decree entered in such suit, action or other proceeding.
<br />
<br />20. FM
<br />.Neither Buyer nor Seller nor their successors shall be considered in
<br />ORCE AJEURE
<br />breach of or in default with respect to any obligation created hereunder or progress in respect
<br />thereto if the delay in performance of such obligation or progress (the “Unavoidable Delay”) is
<br />due to causes that are unforeseeable, beyond the control of the party asserting Unavoidable
<br />Delay and without its fault or negligence, including but not limited to acts of God, acts of the
<br />public enemy, acts of the government, acts of the other party, fires, floods, earthquakes,
<br />explosion, mob violence, riot, general sabotage or rationing of labor, equipment, facilities,
<br />sources of energy, material or supplies in the open market, litigation or arbitration involving a
<br />party relating to the Project, malicious mischief or condemnation action delays of litigation. It is
<br />the purpose and intent of this Section 20 that, in the event of the occurrence of any such
<br />Unavoidable Delay, the time or times for performance of the obligations of the Buyer or Seller,
<br />as applicable, shall be extended for the period of the Unavoidable Delay; provided, however, that
<br />the party seeking the benefit of this section shall, within seven (7) days after it becomes aware of
<br />the causes of any such Unavoidable Delay, notify the other party in writing of the cause or
<br />causes of the delay and the estimated time of correction; and, provided, further, that the
<br />Page 23 - PURCHASE AND SALE AGREEMENT – DRAFT #3 (20 May 2008)
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