Governing Law Contract Clauses (30,438)

Governing Law. THIS AGREEMENT, INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL EA-1 OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT WITHOUT REGARD TO ANY OTHER CONFLICTS OF LAW PROVISIONS THEREOF).

Governing Law. (a) This Subscription Agreement shall be governed and construed in all respects in accordance with the laws of the State of Nevada without giving effect to any conflict of laws or choice of law rules.

Governing Law. This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of California or, where applicable, United States federal law, in each case, without regard to any conflicts of laws provisions or those of any state other than California.

Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE CHOICE OF LAW PROVISIONS SET FORTH IN, AND SHALL BE SUBJECT TO THE DISPUTE RESOLUTION PROVISIONS OF, THE CREDIT AGREEMENT. [Signatures follow] 11 DB2/ 41002530.3 IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first above written. BORROWERS: SILVERCREST ASSET MANAGEMENT GROUP LLC,a Delaware limited liability company SILVERCREST INVESTORS LLC, a Delaware limited liability c...ompany SILVERCREST INVESTORS II LLC, a Delaware limited liability company By:SILVERCREST L.P., a Delaware limited partnership, its Managing Member By:SILVERCREST ASSETMANAGEMENT GROUP INC., a Delaware corporation,its General Partner By:/s/ Scott A. Gerard Name:Scott Gerard Title:Chief Financial Officer SILVERCREST FINANCIAL SERVICES, INC., a New York corporation By:/s/ Scott A. Gerard Name:Scott GerardTitle:Chief Financial Officer [Ninth Amendment to Credit Agreement] LENDER: CITY NATIONAL BANK By: /s/ Jennifer Velez Name:Jennifer VelezTitle:Senior Vice President [Ninth Amendment to Credit Agreement] ACKNOWLEDGMENT AND AGREEMENT OF GUARANTOR AND OBLIGOR The undersigned, being a Guarantor pursuant to a General Continuing Guaranty, dated as of June 24, 2013 (the "Guaranty"), executed by the undersigned in favor of City National Bank ("Lender"), and an Obligor pursuant to an Intercompany Subordination Agreement, dated as of June 24, 2013 (the "Subordination Agreement"), hereby (i) acknowledges receipt of the foregoing Amendment; (ii) consents to the terms and execution, delivery and performance thereof; (iii) reaffirms all obligations to Lender pursuant to the terms of the Guaranty and Subordination Agreement; and (iv) acknowledges that Lender may amend, restate, extend, renew or otherwise modify the Loan Documents and any indebtedness or agreement of the Borrowers, or enter into any agreement or extend additional or other credit accommodations, without notifying or obtaining the consent of the undersigned and without impairing the obligations of the undersigned under the Guaranty or Subordination Agreement. SILVERCREST L.P., a Delaware limited partnership By:SILVERCREST ASSET MANAGEMENT GROUP INC., a Delaware corporation,its General Partner By:/s/ Scott A. Gerard Name:Scott Gerard Title:Chief Financial Officer [Ninth Amendment to Credit Agreement] EX-4.1 2 samg-ex41_6.htm EX-4.1 samg-ex41_6.htm Exhibit 4.1 EXECUTION VERSION NINTH AMENDMENT TO CREDIT AGREEMENT This Ninth Amendment to Credit Agreement (this "Amendment") is entered into as of June 17, 2021, by and among SILVERCREST ASSET MANAGEMENT GROUP LLC, a Delaware limited liability company ("Silvercrest"), SILVERCREST INVESTORS LLC, a Delaware limited liability company ("Silvercrest Investors"), SILVERCREST INVESTORS II LLC, a Delaware limited liability company ("Silvercrest Investors II"), SILVERCREST FINANCIAL SERVICES, INC., a New York corporation ("Silvercrest Financial", and together with Silvercrest, Silvercrest Investors, and Silvercrest Investors II, each, a "Borrower", and collectively, "Borrowers"), and CITY NATIONAL BANK, a national banking association ("Lender"). RECITALS A. Borrowers and Lender are parties to that certain Credit Agreement, dated as of June 24, 2013 (as heretofore amended, supplemented or otherwise modified, the "Credit Agreement"). B. As of the date hereof, the aggregate principal amount of all Revolving Loans outstanding under the Credit Agreement is $0, the amount of Letter of Credit Usage is $585,667 and the aggregate principal amount of all Term Loans outstanding under the Credit Agreement is $11,700,000. C. Borrowers have requested that the Credit Agreement be amended, and Lender is willing to agree to such amendment on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the premises and the other mutual covenants contained herein, the receipt and sufficiency of which hereby are acknowledged, the parties hereto agree as follows: 1. Definitions. Capitalized terms used in this Amendment without definition shall have the meanings set forth in the Credit Agreement. View More

Governing Law. This Agreement shall be governed by the laws of the United States to the extent applicable and otherwise by the laws of the State of Missouri.

Governing Law. This Warrant shall be governed by and construed in accordance with the internal laws of the State of Wyoming without giving effect to any choice or conflict of law provision or rule (whether of the State of Wyoming or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Wyoming.

Governing Law. This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the Commonwealth of Massachusetts or, where applicable, United States federal law, in each case, without regard to any conflicts of laws provisions or those of any state or commonwealth other than Massachusetts. The Parties agree that the exclusive jurisdiction for any legal action arising out of or relating to this Agreement shall be in the state or federal courts l...ocated in the Commonwealth of Massachusetts. View More

Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of California without regard to conflict of law principles thereunder. 18. Construction. It is intended that the terms of the Award will not result in the imposition of any tax liability pursuant to Section 409A of the Code. This Agreement shall be construed and interpreted consistent with that intent.

Governing Law. This Agreement will be governed by and be construed in accordance with the laws of the state of New York, without regard to conflict of laws principles. The state of New York will also be deemed to be Bank's jurisdiction, for purposes of Article 9 of the Uniform Commercial Code as it applies to this Agreement.

Governing Law. This Agreement shall be governed by the laws of the State of California without regard for choice-of-law provisions. For any claim or action not covered in or subject to Section 16, Executive consents to personal and exclusive jurisdiction and venue in the courts within Orange County, California.