Governing law and enforcement The choice of English law as the governing law of any Finance Document expressed to be governed by English law will be recognised and enforced in the jurisdiction of incorporation of each relevant Security Party, and any judgment obtained in England in relation to any such Finance Document will be recognised and enforced in the jurisdiction of incorporation of each relevant Security Party.
Governing law and competent court
Governing law and. JURISDICTION This Agreement shall be governed by and construed in accordance with the laws of Belize. The Parties will try to settle all disputes and discrepancies which may arise out of the present Agreement through negotiations. However, in case of any dispute arising under this agreement, the Parties hereby irrevocably submit to the exclusive jurisdiction of the courts of Belize.
Governing law and. Arbitration This agreement shall be governed by and construed in accordance with the laws of the State Massachusetts. Place of jurisdiction is Norfolk - County / U.S.A. Arbitration Any disputes arising hereunder with respect to the fulfilment or interpretation of any terms or conditions hereof shall be settled by an amicable effort of the parties. Either party may request that any such dispute which is not amicable settled by such efforts of the parties shall be submitted to voluntary binding arbitration according to the Commercial Arbitration Rules of the American Arbitration Association (AAA). Each party shall appoint one arbitrator and the third arbitrator, who shall act as Chairman, shall be appointed by the American Arbitration Association. The arbitration court shall also decide on the liability for costs including the reimbursement of reasonable attorney fees. The arbitration shall be performed in the English language, unless otherwise agreed to by the parties. 12. Terms and conditions to be met to issue the certificate of acceptance 12.1 After completion of the erection of the equipment under the supervision of the Seller's personnel as per Article 7.1 trial runs will be carried out in the presence of Seller's personnel to prove the capability of the equipment stipulated in the technical specification and in accordance with Annex 4. 12.2 In case during the trial runs the capability of the equipment was not proven due to mechanical reasons the Seller is responsible for, the Seller has the right to alter the equipment accordingly and repeat the trial runs. 12.3 After completion of successful trial runs a certificate of acceptance will be issued to this effect and will be signed by both parties. 12.4 In case a successful trial run cannot be carried out six (6) months after date of bill xx xading or warehouse receipt for reasons the Seller is not responsible for, the certificate of acceptance is to be considered issued upon expiry of the six (6) months mentioned above. Sales Contract (5) 13.
Governing law and. JURISDICTION This Agreement shall be construed in accordance with and all Disputes hereunder shall be governed by the laws of the State of Delaware, excluding its conflict of law rules. The Parties agree to the following procedure to determine jurisdiction over all actions between the Parties for preliminary relief in aid of arbitration pursuant to Section 4.10 herein, and non-exclusive jurisdiction over any action for enforcement of an arbitral award. In the event that ALLETE commences such an action, the Parties agree that the Circuit Court of Xxxxxx County, Indiana and/or the United States District Court for the Southern District of Indiana shall have exclusive jurisdiction over such action. In the event that ADESA commences such an action, the Parties agree that the District Court of St. Louis County, Minnesota and/or the United States District Court for the State of Minnesota shall have exclusive jurisdiction over such action.
Governing law and. Enforcement Subject to any general principles of law as at the date of this Agreement set out in any legal opinion delivered pursuant to clause 4 (Conditions of Utilisation) or clause 24 (Changes to the Obligors): 18.6.1. the choice of the English law as the governing law of the Finance Documents will be recognised and enforced in its jurisdiction of incorporation; and 18.6.2. any judgment obtained in England in relation to a Finance Document will be recognised and enforced in its jurisdiction of incorporation, subject to G1 Seventh Amended and Restated Facility Agreement 53 Execution Version registration of such judgment in Ghana within 6 (six) years of it being granted. 18.7. Deduction of Tax Other than deductions in respect of withholding tax, it is not required under the law of its jurisdiction of incorporation to make any deduction for or on account of Tax from any payment it may make under any Finance Document. 18.8. No default 18.8.1. No Default is continuing or might reasonably be expected to result from the making of any Utilisation. 18.8.2. It is not, nor is it likely to be as a result of entering into and performing its obligations under the Finance Documents, in violation of any law or in breach of or in default under any agreement to which it is a party or which is binding on it or any of its assets to an extent or in a manner which could reasonably be expected to have a Material Adverse Effect. 18.9. No misleading information 18.9.1. To the best of its knowledge and belief (having made due enquiry), all written information supplied by it to the Finance Parties and the Agent in connection with this Agreement was true and accurate in all material respects as at the date it was given and was not misleading in any material respect at such date. 18.9.2. It has not knowingly withheld any information which, if disclosed, could reasonably be expected materially and adversely to affect the decision of the Finance Parties in considering whether or not to provide finance to each Borrower. 18.10. Pari passu ranking Its payment obligations under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally in the jurisdiction of its incorporation. 18.11. No proceedings pending or threatened No litigation, arbitration or administrative proceedings of or before any court, arbitral body or government agency which, if a...
Governing law and jurisdiction This agreement is governed by the law of the Australian Capital Territory and each party submits to the non-exclusive jurisdiction of the courts of the Australian Capital Territory.
Governing law and. JURISDICTION This document is governed by the law of Queensland, except:
Governing law and. Survival
Governing law and. Jurisdiction The Offer is governed by Norwegian law. Any dispute that may arise in relation to this Offer shall be subject to the Norwegian Courts with Oslo city as legal venue. Appendix 2 – Board Recommendation STATEMENT FROM THE BOARD OF DIRECTORS OF OSLO BØRS VPS HOLDING ASA IN CONNECTION WITH THE OFFER FROM NASDAQ AB This statement is made by the Board of Directors (the "Board") of Oslo Børs VPS Holding ASA ("Oslo Børs VPS" or the "Company") in connection with the offer (the "Offer") from Nasdaq AB ("Nasdaq") to acquire all issued and outstanding shares in Oslo Børs VPS against a consideration of NOK 152 per share in cash (the "Offer Price"). The statement is attached as an appendix to the offer document prepared by Nasdaq for the Offer dated [•] 2019 (the "Offer Document"). The Offer is not subject to the take-over rules in chapter 6 of the Norwegian Securities Trading Act, and the Board is not under any legal obligation to make any statements on the Offer. However, pursuant to clause 14 (Takeover) of Oslo Børs VPS' corporate governance policy, the Board shall in the event of a take-over offer arrange for a valuation by an independent expert and issue a statement evaluating the offer, including a recommendation to shareholders as to whether or not they should accept the offer. Introduction and background On 24 December 2018 Euronext N.V. ("Euronext") announced its intention to launch an offer in January 2019 for all the outstanding shares in Oslo Børs VPS. Euronext launched such offer on 14 January 2019 by the publication of an offer document (the "Euronext Offer"). The Euronext Offer was a result of a compact auction process conducted by Carnegie ASA on the initiative of certain minority shareholders of the Company and without any involvement of the Board and management of the Company. Against this background, and in light of the fact that it surfaced that several relevant parties did not participate in the auction process, the Board announced on 4 January 2019 that it had decided to invite parties that may be interested in the opportunity of making an offer for the shares in Oslo Børs VPS to participate in an offer process. Based on this invitation, and within the time frame and other limitations imposed on the Board by the Euronext Offer, Nasdaq and the Company entered into negotiations regarding a combination of the two companies. The negotiations between Nasdaq and Oslo Børs VPS resulted in a joint press release on 30 January 2019, announcing tha...
