Common use of Governing Law; Binding Effect; Waiver of Acceptance Clause in Contracts

Governing Law; Binding Effect; Waiver of Acceptance. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, EXCEPT TO THE EXTENT THAT THE APPLICABILITY OF ANY OF SUCH LAWS MAY NOW OR HEREAFTER BE PREEMPTED BY FEDERAL LAW, IN WHICH CASE SUCH FEDERAL LAW SHALL SO GOVERN AND BE CONTROLLING. This Agreement shall bind Guarantor and its heirs, personal representatives, successors and assigns and shall inure to the benefit of Lender and the officers, directors, shareholders, agents and employees of Lender and their respective heirs, successors and assigns. Notwithstanding the foregoing, Guarantor shall not assign any of its rights or obligations under this Agreement without the prior written consent of Lender, which consent may be withheld by Lender in its sole discretion. Guarantor hereby waives any acceptance of this Agreement by Lender, and this Agreement shall immediately be binding upon Guarantor.

Appears in 16 contracts

Samples: Junior Mezzanine Loan Agreement (Ashford Hospitality Trust Inc), Senior Mezzanine Loan Agreement (Ashford Hospitality Trust Inc), Loan Agreement (Ashford Hospitality Trust Inc)

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Governing Law; Binding Effect; Waiver of Acceptance. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORKThis Agreement shall be governed by and construed in accordance with the laws of the State in which the Premises is located, EXCEPT TO THE EXTENT THAT THE APPLICABILITY OF ANY OF SUCH LAWS MAY NOW OR HEREAFTER BE PREEMPTED BY FEDERAL LAWexcept to the extent that the applicability of any of such laws may now or hereafter be preempted by Federal law, IN WHICH CASE SUCH FEDERAL LAW SHALL SO GOVERN AND BE CONTROLLINGin which case such Federal law shall so govern and be controlling. This Agreement shall bind Guarantor Indemnitor and its the heirs, personal representatives, successors and assigns of Indemnitor and shall inure to the benefit of Lender the Beneficiaries and the officers, directors, shareholders, agents and employees of Lender the Beneficiaries and their respective heirs, successors and assigns. Notwithstanding the foregoing, Guarantor Indemnitor shall not assign any of its respective rights or obligations under this Agreement without the prior written consent of Lenderthe Beneficiaries, which consent may be withheld by Lender the Beneficiaries in its their sole discretion. Guarantor Indemnitor hereby waives any acceptance of this Agreement by Lenderthe Beneficiaries, and this Agreement shall immediately be binding upon GuarantorIndemnitor.

Appears in 2 contracts

Samples: Environmental Indemnity Agreement (BRT Realty Trust), Environmental Indemnity Agreement (BRT Realty Trust)

Governing Law; Binding Effect; Waiver of Acceptance. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORKIN WHICH THE PROPERTY IS LOCATED, EXCEPT TO THE EXTENT THAT THE APPLICABILITY OF ANY OF SUCH LAWS MAY NOW OR HEREAFTER BE PREEMPTED BY FEDERAL LAW, IN WHICH CASE SUCH FEDERAL LAW SHALL SO GOVERN AND BE CONTROLLING. This Agreement shall bind Guarantor each Indemnitor and its the heirs, personal representatives, successors and assigns of each Indemnitor and shall inure to the benefit of Lender and the officers, directors, shareholders, agents and employees of Lender and their respective heirs, successors and assigns. Notwithstanding the foregoing, Guarantor Indemnitors shall not assign any of its their respective rights or obligations under this Agreement without the prior written consent of Lender, which consent may be withheld by Lender in its sole discretion. Guarantor Each Indemnitor hereby waives any acceptance of this Agreement by Lender, and this Agreement shall immediately be binding upon GuarantorIndemnitors.

Appears in 1 contract

Samples: Substances Indemnity Agreement (Moody National REIT I, Inc.)

Governing Law; Binding Effect; Waiver of Acceptance. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORKCOLORADO, EXCEPT TO THE EXTENT THAT THE APPLICABILITY OF ANY OF SUCH LAWS MAY NOW OR HEREAFTER BE PREEMPTED BY FEDERAL LAW, IN WHICH CASE SUCH FEDERAL LAW SHALL SO GOVERN AND BE CONTROLLING. This Agreement shall bind Guarantor Indemnitor and its heirs, personal representatives, successors and assigns and shall inure to the benefit of Lender and the officers, directors, shareholders, agents and employees of Lender and their respective heirs, successors and assigns. Notwithstanding the foregoing, Guarantor Indemnitor shall not assign any of its rights or obligations under this Agreement without the prior written consent of Lender, which consent may be withheld by Lender in its sole discretion. Guarantor Indemnitor hereby waives any acceptance of this Agreement by Lender, and this Agreement shall immediately be binding upon GuarantorIndemnitor.

Appears in 1 contract

Samples: Indemnity and Guaranty Agreement (Grubb & Ellis Healthcare REIT II, Inc.)

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Governing Law; Binding Effect; Waiver of Acceptance. THIS AGREEMENT SHALL BE GOVERNED BY This Agreement shall be governed by and construed in accordance with the laws of the State in which the AMENDED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORKRESTATED ENVIRONMENTAL AND HAZARDOUS SUBSTANCE 43412-20/Continental Towers Property is located, EXCEPT TO THE EXTENT THAT THE APPLICABILITY OF ANY OF SUCH LAWS MAY NOW OR HEREAFTER BE PREEMPTED BY FEDERAL LAWexcept to the extent that the applicability of any of such laws may now or hereafter be preempted by Federal law, IN WHICH CASE SUCH FEDERAL LAW SHALL SO GOVERN AND BE CONTROLLINGin which case such Federal law shall so govern and be controlling. This Agreement shall bind Guarantor Borrower and its the heirs, personal representatives, successors and assigns of Borrower and shall inure to the benefit of Lender and the officers, directors, shareholders, agents and employees of Lender and their respective heirs, successors and assigns. Notwithstanding the foregoing, Guarantor subject to Borrower's rights under the Security Instrument, Borrower shall not assign any of its rights or obligations under this Agreement without the prior written consent of Lender, which consent may be withheld by Lender in its sole discretion. Guarantor Borrower hereby waives any acceptance of this Agreement by Lender, and this Agreement shall immediately be binding upon GuarantorBorrower.

Appears in 1 contract

Samples: Indemnification Agreement (Prime Group Realty Trust)

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