Governing Law Contract Clauses (30,438)

Governing Law. This Agreement has been executed and delivered in the State of Texas, and its validity, interpretation, performance and enforcement, and all disputes and controversies in connection therewith, shall be governed by the laws of Texas, without giving effect to any principles of conflicts of law that would apply any other law.

Governing Law. This Assignment shall be governed by the laws of the State of Delaware. [Remainder of page intentionally left blank] 2 This Assignment and Assumption of Purchase Agreement is executed as an instrument under seal of the date set forth above. ASSIGNOR: Elco LR OPT II REIT LP,a Delaware limited partnership By: Elco LR OPT II REIT GP LLC, its general partner By: /s/ Elizabeth Truong Name: Elizabeth Truong Title: Authorized Signatory ASSIGNEE: Landmark Apartment Trust of America, LP,a Virginia limite...d partnership By: Landmark Apartment Trust of America, Inc., its general partner By: /s/ Stanley J. Olander, Jr. Name: Stanley J. Olander, Jr. Title: Chief Executive Officer EXHIBIT A TPA [See attached.] EX-10.6 8 d562758dex106.htm EX-10.6 EX-10.6 Exhibit 10.6 ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENT This ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENT (this "Assignment") is entered into between Elco LR OPT II REIT LP, a Delaware limited partnership ("Assignor"), and Landmark Apartment Trust of America Holdings, LP, a Virginia limited partnership ("Assignee"), as of July 1, 2013. RECITALS A. Pursuant to the terms of that certain Membership Interest Purchase Agreement, dated as of November 26, 2012, by and among Elco Landmark Residential Holdings LLC, a Delaware limited liability company ("ELRH"), Hunt Commercial Realty Partners III, L.P., as successor in interest to TRECAP Commercial Realty Partners III, L.P., ("Hunt Partners III") and ADMG FairCave Partners LP, a Florida limited partnership ("ADMG FairCave"), as amended by the First Amendment to Membership Interest Purchase Agreement, Second Amendment to Membership Interest Purchase Agreement, Third Amendment to Membership Interest Purchase Agreement and Fourth Amendment to Membership Interest Purchase Agreement (as so amended to date, collectively, the "Purchase Agreement"), as assigned by ELRH to Assignor pursuant to that Assignment and Assumption of Purchase Agreement dated as of the date hereof, Assignor agreed to purchase, and Hunt Partners III agreed to sell the Membership Interests (as such term is defined in the Purchase Agreement). B. Assignor wishes to assign to Assignee, and Assignee wishes to assume from Assignor, all of Assignors right, title and interest, in, to and under the Purchase Agreement and all of Assingor's obligations under that certain Assignment and Assumption of Purchase Agreement (the "Assignment and Assumption"), dated on or about the date hereof and relating to the Purchase Agreement, in exchange for consideration consisting of 773,876 limited partnership units in Assignee (OP Units"). NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants, agreements and undertakings of the parties set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties agree as follows: 1. Recitals. The above recitals are incorporated herein by reference. View More

Governing Law. This Option Agreement will be administered, interpreted and enforced in accordance with the laws of the State of Oregon, without regard to principles of conflicts of laws.

Governing Law. The Plan shall be governed by, and construed in accordance with, the laws of the State of Delaware (except its choice-of-law provisions).

Governing Law. Except to the extent preempted by federal law, this Agreement shall be construed and enforced in accordance with, and governed by, the laws of the State of Delaware without regard to the principles thereof relating to the conflicts of laws.

Governing Law. This Agreement shall be governed by and construed and enforced according to the laws of the State of New York, without regard to conflicts of laws principles thereof (except that indemnification obligations owed to Employee in his capacity as an officer, director or manager of either of the Employers shall be governed by Maryland law). The parties hereto agree that the state and federal courts located in the County and State of New York shall have exclusive jurisdiction in any action, suit or pr...oceeding based on or arising out of this Agreement and the parties hereto hereby: (a) submit to the personal jurisdiction of such courts; (b) consent to service of process in connection with any action, suit or proceeding; (c) agree that venue is proper and convenient in such forum; and (d) waive any other requirement (whether imposed by statute, rule of court or otherwise) with respect to personal jurisdiction, subject matter jurisdiction, venue, or service of process. View More

Governing Law. The validity and enforceability of this Plan shall be governed by and construed in accordance with the laws of the State of Delaware without regard to principles of conflicts of law.

Governing Law. This note shall be governed and construed according to the statutes and laws of the State of South Carolina from time to time in effect, except to the extent that any federal statute or law that preempts or provides an alternative or alternatives to otherwise applicable state statutes or laws, or other applicable federal statute or law, may permit the charging of a higher rate of interest than applicable state statute or law, in which event such applicable federal statute or law, as amended and ...supplemented from time to time shall govern and control maximum rate of interest permitted to be charged hereunder; it being intended that, as to the maximum rate of interest which may be charged, received, and collected hereunder, those applicable statutes and laws, whether state or federal, from time to time in effect, which permit the charging of a higher rate of interest, shall govern and control; provided, always, however that in no event and under no circumstances shall Borrower be liable for the payment of interest in excess of the maximum rate permitted by such applicable law, from time to time in effect. [INTENTIONAL SHORT PAGE; SIGNATURE PAGE FOLLOWS] 4 BORROWER: SUMTER VALLEY PROPERTY HOLDINGS, LLC, a Georgia limited liability company By: /s/ Christopher F. Brogdon Christopher F. Brogdon, Manager 5 EX-10.253 21 a2214266zex-10_253.htm EX-10.253 Exhibit 10.253 PROMISSORY NOTE U.S. $250,000.00 December 31, 2012 FOR VALUE RECEIVED, the undersigned SUMTER VALLEY PROPERTY HOLDINGS, LLC, a Georgia limited liability company (the "Borrower"), promises to pay to the order of 1761 PINEWOOD HOLDINGS LLC, a Delaware limited liability company ("Lender"), the principal sum of TWO HUNDRED FIFTY THOUSAND AND 00/100 DOLLARS ($250,000.00) (the "Principal"). The unpaid Principal of this Note shall bear interest from the date hereof until paid in full at the annual percentage rate of six percent (6%). The Principal balance plus accrued interest shall be due and payable as follows: Commencing on February 1, 2013 and continuing on the first day of each month thereafter, payments of principal and interest shall be due and payable in accordance with the fifteen (15) year amortization schedule attached hereto as Exhibit "A". The unpaid Principal of this Note together with all accrued and unpaid interest shall be due and payable on the earlier of (i) December 31, 2014 or (ii) the date on which Borrower refinances the indebtedness of even date herewith which is secured by a first priority mortgage on the Real Property (as defined in that certain Purchase and Sale Agreement dated as of April 27, 2012). Borrower acknowledges and agrees that all amounts due under this Promissory Note (the "Note") are due and payable as stated herein, and Lender has no obligation to renew or extend this Note. The books and records of Lender shall constitute prima facie evidence of all matters with respect to the amounts due hereunder. Payments shall be applied first to interest and then to Principal. ADDITIONAL COVENANTS: 1. Secured Note. Payment of this Note is secured by the guaranty of AdCare Health Systems, Inc., Borrower's affiliate. View More

Governing Law. THIS SUBORDINATION AGREEMENT, AND ALL MATTERS ARISING OUT OF OR RELATING TO THIS SUBORDINATION AGREEMENT, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAWS, AND SHALL BE CONSTRUED WITHOUT THE AID OF ANY CANON, CUSTOM OR RULE OF LAW REQUIRING CONSTRUCTION AGAINST THE DRAFTSMAN.

Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the internal substantive law, and not the law pertaining to conflicts or choice of law, of the State of California.