Common use of Applicable Law; Forum Clause in Contracts

Applicable Law; Forum. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement, including under the Securities Act, shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, (i) the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 9.3. If any action, the subject matter of which is within the scope of the forum provisions above, is filed in a court other than a court located within the State of New York or the United States District Court for the Southern District of New York (a “Foreign Action”) in the name of any warrant holder, such warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “Enforcement Action”), and (y) having service of process made upon such warrant holder in any Enforcement Action by service upon such warrant holder’s counsel in the Foreign Action as agent for such warrant holder.

Applicable Law; Forum. The validity, interpretation, and performance of this This Agreement and of the Warrants shall be governed construed in all respects by accordance with the laws of the State of New YorkDelaware, without giving effect to conflicts of law principles that would result in and such laws shall govern the application interpretation, construction and enforcement hereof. Each of the substantive laws SunLink and the Indemnitors, jointly and severally, hereby irrevocably submits generally and unconditionally for Indemnitors, jointly and severally, and in respect of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement, including under the Securities Act, shall be brought and enforced in the courts each of the State Indemnitors’ property to the nonexclusive jurisdiction and venue of New York or the Superior Court of Xxxx County, Georgia and the United States District Court for the Southern Northern District of New YorkGeorgia, over any suit, action or proceeding arising out of or relating to this Agreement. Each of the SunLink and Indemnitors, jointly and severally, hereby irrevocably waives, to the fullest extent permitted by law, any objection that any of the Indemnitors may now or hereafter have to the laying of venue in any such court and any claim that any such court is an inconvenient forum. Indemnitors, jointly and severally, hereby agree and consent that, in addition to any methods of service of process provided for under applicable law, all service of process in any such suit, action or proceeding may be made by certified or registered mail, return receipt requested, directed to any one of the Indemnitors at HealthMont, Inc., 000 Xxxx Xxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxx 00000, Attention: Xxxxxxx X. Xxxx, or at a subsequent address of which SunLink received actual notice from any one of the Indemnitors. Nothing herein shall affect the right of Indemnitors or SunLink to serve process in any manner permitted by law or limit the right of Indemnitors or SunLink to bring proceedings against the other in any other court or jurisdiction. SunLink shall be entitled to seek recovery from any one or more of the Indemnitors without releasing any rights against the other Indemnitors. Wherever possible each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. With respect to any interest demanded from Indemnitors based upon the Loan Documents, such interest shall be limited to the highest applicable rate deemed proper by law. Any controversy or claim between or among the parties hereto including but not limited to those arising out of or relating to this Agreement or any related agreements or instruments, including any claim based on or arising from an alleged tort, shall be determined by binding arbitration in accordance with the Federal Arbitration Act (or if not applicable, the applicable state law), the Rules of Practice and Procedure for the Arbitration of Commercial Disputes of Endispute, Inc., doing business as J.A.M.S./Endispute (“J.A.M.S.”), as amended from time to time, and irrevocably submits the “Special Rules” set forth below. In the event of any inconsistency, the Special Rules shall control. Judgment upon any arbitration award may be entered in any court having jurisdiction. Any party to this Agreement may bring an action, including a summary or expedited proceeding, to compel arbitration of any controversy or claim to which this agreement applies in any court having jurisdiction over such jurisdiction, which jurisdiction action. The arbitration shall be conducted in the exclusive forum City of Atlanta, Georgia and administered by J.A.M.S. who will appoint an arbitrator; if J.A.M.S. is unable or legally precluded from administering the arbitration, then the American Arbitration Association will serve. All arbitration hearings will be commenced within ninety (90) days of the demand for arbitration; further, the arbitrator shall only, upon a showing of cause, be permitted to extend the commencement of such hearing for up to an additional sixty (60) days. Nothing in this Agreement shall be deemed to (i) limit the applicability of any otherwise applicable statutes of limitation or repose and any waivers contained in this Agreement; or (ii) limit the right of SunLink after the occurrence and during the continuance of a Default (as defined in the Loan Agreement) (A) to exercise self help remedies such as (but not limited to) setoff, or (B) to foreclose against any real or personal property collateral, or (C) to obtain from a court provisional or ancillary remedies such as (but not limited to) injunctive relief or the appointment of a receiver. After the occurrence of and during the continuance of a Default, SunLink may exercise such self help rights, foreclose upon such property, or obtain such provisional or ancillary remedies before, during or after the pendency of any arbitration proceeding brought pursuant to this Agreement. At SunLink’s option, foreclosure under a deed to secure debt or mortgage may be accomplished by any of the following: the exercise of a power of sale under the deed to secure debt or mortgage, or by judicial sale under the deed to secure debt or mortgage, or by judicial foreclosure. Neither the exercise of self help remedies nor the institution or maintenance of an action for foreclosure or provisional or ancillary remedies shall constitute a waiver of the right of any party, including the claimant in any such action, proceeding to arbitrate the merits of the controversy or claim. The Company hereby waives any objection claim occasioning resort to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, (i) the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 9.3. If any action, the subject matter of which is within the scope of the forum provisions above, is filed in a court other than a court located within the State of New York or the United States District Court for the Southern District of New York (a “Foreign Action”) in the name of any warrant holder, such warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “Enforcement Action”), and (y) having service of process made upon such warrant holder in any Enforcement Action by service upon such warrant holder’s counsel in the Foreign Action as agent for such warrant holderremedies.

Applicable Law; Forum. The validity, interpretationThis Agreement is performable in New York, and performance of this Agreement and of the Warrants shall be governed in all respects by the laws of the State of New YorkYork and applicable United States federal law shall govern the rights and duties of the parties hereto and the validity, without giving effect enforcement and interpretation hereof, except to conflicts the extent that any provision hereof is required to be performed in accordance with the law of the state where the applicable Borrowing Base Property is located, and in such case, the laws of such state shall govern those matters. Borrower and Guarantors hereby irrevocably submit generally and unconditionally for themselves and in respect of their property to the non-exclusive jurisdiction of any New York state court, or any United States federal court sitting in New York and, to the extent this Agreement is required to be performed in accordance with the law principles that would result of the state in which the applicable Borrowing Base Property is located, to the non-exclusive jurisdiction of any state or United States federal court sitting in the application state in which any of the substantive laws of another jurisdiction. The Company hereby agrees that Borrowing Base Property is located, over any actionsuit, action or proceeding or claim against it arising out of or relating in any way to this Agreement. Borrower and Guarantors hereby irrevocably waive, including under to the Securities Actfullest extent permitted by law, shall be brought and enforced any objection that Borrower or Guarantors may now or hereafter have to the laying of venue in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. The Company hereby waives court and any objection to claim that any such exclusive jurisdiction and that such courts represent court is an inconvenient forum. Notwithstanding the foregoingBorrower and Guarantors hereby agree and consent that, (i) the provisions in addition to any methods of this paragraph will not apply to suits brought to enforce any liability service or duty created by the Exchange Act or any other claim process provided for which the federal district courts under applicable law, all service of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 9.3. If any action, the subject matter of which is within the scope of the forum provisions above, is filed in a court other than a court located within the State of New York or the United States District Court for the Southern District of New York (a “Foreign Action”) in the name of any warrant holder, such warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought process in any such suit, action or proceeding in any state court or any United States federal court sitting in the state(s) specified above may be made by certified or registered mail, return receipt requested, directed to enforce Borrower or Guarantors at the forum provisions (an “Enforcement Action”)address for notice to Borrower and Guarantors stated above, or at a subsequent address of which Administrative Agent received actual notice from Borrower and Guarantors in accordance with the Credit Agreement, and service so made shall be complete five (y5) having service days after the same shall have been so mailed. Nothing herein shall affect the right of Administrative Agent to serve process made upon such warrant holder in any Enforcement Action manner permitted by service upon such warrant holder’s counsel law or limit the right of Administrative Agent to bring proceedings against Borrower and/or Guarantors in the Foreign Action as agent for such warrant holderany other court or jurisdiction.

Applicable Law; Forum. The validityThis Agreement is performable in New York, interpretationNew York, and performance of this Agreement and of the Warrants shall be governed in all respects by the laws of the State of New York and applicable United States federal law shall govern the rights and duties of the parties hereto and the validity, enforcement and interpretation hereof. Borrower hereby irrevocably submits generally and unconditionally for itself and in respect of its property to the jurisdiction of any state court or any United States federal court, sitting in the State of New York and to the jurisdiction of any state court or any United States federal court, sitting in the state of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The Company hereby agrees that over any actionsuit, action or proceeding or claim against it arising out of or relating to this Agreement or the Loan. Borrower hereby irrevocably waives, to the fullest extent permitted by law, any objection that Borrower may now or hereafter have to the laying of venue in any way to this Agreement, including under the Securities Act, shall be brought such court and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be the exclusive forum for any claim that any such action, proceeding or claim. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent court is an inconvenient forum. Notwithstanding the foregoingBorrower hereby agrees and consents that, (i) the provisions in addition to any methods of this paragraph will not apply to suits brought to enforce any liability service or duty created by the Exchange Act or any other claim process provided for which the federal district courts under applicable law, all service of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 9.3. If any action, the subject matter of which is within the scope of the forum provisions above, is filed in a court other than a court located within the State of New York or the United States District Court for the Southern District of New York (a “Foreign Action”) in the name of any warrant holder, such warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought process in any such suit, action or proceeding in any state court or any United States federal court sitting in the state(s) specified above may be made by certified or registered mail, return receipt requested, directed to enforce Borrower at the forum provisions (an “Enforcement Action”)address for notice to Borrower stated below, or at a subsequent address of which Lender received actual notice from Borrower in accordance with the Loan Documents, and service so made shall be complete five (y5) having service days after the same shall have been so mailed. Nothing herein shall affect the right of Lender to serve process made upon such warrant holder in any Enforcement Action manner permitted by service upon such warrant holder’s counsel law or limit the right of Administrative Agent to bring proceedings against Borrower in the Foreign Action as agent for such warrant holderany other court or jurisdiction.