BRISTOL CENTER PROPERTIES, LLC (2)

Home Browse Search

9.9 Venue, In the event of any legal action to enforce or interpret this Agreement,the sole and exclusive venue shall be the Superior Court of Orange County and the Parties hereby agree to and do hereby submit to the jurisdiction ofsuoh court. 9.10 Attorneys'Fees, If any Party to this Agreement shall bring any action or proceeding for any relief against the other,declaratory or otherwise,in any way arising out of or in connection this Agreement and/or the Property,the losing Party shall pay to the prevailing Party a reasonable sum fbr attorneys" tbes and costa (including without limitation expert witness fees) incurred in bringing or defending such action or proceeding or caning any judgment granted therein, all of which shall be deemed to have accrued upon the commencement of such action or proceeding and shall be paid whether or not such action or proceeding is prosecuted to final judgment. Any judgment or order entered in such action or proceeding AC contain a specific provision providing for the recovery of attorneys'fees and costs,separate ilum the judgment, incurred in enforcing such judgment. The prevailing Patty shall be determined by the trier of fact based upon an assessment of which Party's major arguments or positions taken In the proceedings could fairly be laid to have prevailed over the other Patty's major arguments or positions on major disputed issues, For the purposes of this Section,attorneys'fees shall Inolude,Without limitation, fees incurned in the following: (I)post-judgment motions; (2)contempt proceedings; (3)garnishment,teyyanrtdthtor and third party eaminations;(4)diseovery;and(5)bankruptcy litigation. 9.11 Construction. The provisions of this Agreement shall not be construed in favor of or against.either Party;but shell be construed as if both Parties prepared this Agreement. 9.12 lnteroretation. The paragraph and section headings in this Agreement ate solely for convenience and will not be deemed to limit Or otherwise afibot the meaning orconaouction of any part of this Agreement, Any pronoun used in this Agreement will be deemed to cover all genders. 'The terms "include,""including,"and similar terms will be construed as if tbllowed by the phrase"without being limited to." The term"or"has,except where otherwise indicated,the inclusive meaning represented by the phrase"and/or." The words"hereof," "herein," "hereby,""hereunder,"and similartemss in this Agreement rtfar to this Agreement as a whole and not to any particular provision or section of this Agreement. Words in this Agreement importing the singular number will mean and indlude the plural number,and vice versa. 9.13 No Waiver. No waiver by a Party of a breach of any of the terms,covenants, or conditions of this Agreement by the other shall be construed or held to be a waiver of any succeeding or preceding breach of the same or any other term,covenant or condition contained herein.Ngwaiver ofany default by a Patty shall be.implied hobs any omission by the other Patty to take any action on account of such default if such default persists or is repeated and no express waiver shall affect a default other than as specified in such waiver. The consent or approval by either Party to or of any act by the other requiring the that Party's consent or approval shall not be deemed to waive or render unnecessary the Consenting Party's consent or approval to or of any subsequent similar acts by the other Party. 9.14 Severabllity of.Provisions, Wherever possible,each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law,but if any provision of this Agreement will be prohibited by or invalid under applicable law, such provision will be ineffeotive only to the extent of such prohibition or Invalidity,without invalidating the remainder of such provision or the remaining provisions of this Agreement. -17-