Common use of Governing Law; Jurisdiction Clause in Contracts

Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed entirely within that State, regardless of the laws that might otherwise govern under any applicable conflict of laws principles.

Appears in 21 contracts

Samples: Investor Rights Agreement, Registration Rights Agreement (Teekay Offshore Partners L.P.), Registration Rights Agreement (Puxin LTD)

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Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts executed in made and to be performed entirely wholly within that said State, regardless of without giving effect to the laws that might otherwise govern under any applicable conflict of laws principlesprinciples thereof.

Appears in 17 contracts

Samples: Series a Preferred Stock Purchase Agreement (Searchhelp Inc), Series a Preferred Stock Purchase Agreement (Searchhelp Inc), Preferred Stock Purchase Agreement (Avantair, Inc)

Governing Law; Jurisdiction. (a) This Agreement shall be subject to, and governed by, and construed in accordance with, the laws of the State of New York applicable to contracts executed in made and to be performed entirely within that State, regardless of the laws that might otherwise govern under any applicable conflict of laws principlestherein.

Appears in 17 contracts

Samples: Employment Agreement (Estee Lauder Companies Inc), Employment Agreement (Estee Lauder Companies Inc), Employment Agreement (Estee Lauder Companies Inc)

Governing Law; Jurisdiction. (a) This Agreement shall be subject to, and governed by, and construed in accordance with, the laws of the State of New York applicable to contracts executed in made and to be performed entirely within that Statetherein, regardless of the laws that might otherwise govern under any applicable without regard to conflict of laws principles.

Appears in 15 contracts

Samples: Employment Agreement (Estee Lauder Companies Inc), Employment Agreement (Estee Lauder Companies Inc), Employment Agreement (Estee Lauder Companies Inc)

Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed entirely within that State, regardless of the laws that might otherwise govern under any applicable conflict of laws Laws principles.

Appears in 14 contracts

Samples: Investment Agreement (Despegar.com, Corp.), Investment Agreement (Blackstone Tactical Opportunities Management Associates (Cayman) - NQ L.P.), Investment Agreement (Luckin Coffee Inc.)

Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed construed, interpreted and enforced in accordance with, the laws of the State state of New York applicable York, without giving effect to contracts executed in and to be performed entirely within that State, regardless the principles of the laws that might otherwise govern under any applicable conflict conflicts of laws principleslaw thereof.

Appears in 14 contracts

Samples: Revenue Interests Purchase Agreement (AxoGen, Inc.), Revenue Interest Purchase Agreement (ImmunityBio, Inc.), Revenue Interest Financing and Warrant Purchase Agreement (Artes Medical Inc)

Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York applicable to contracts executed in and to be fully performed entirely within that State, regardless the State of the laws that might otherwise govern under any applicable conflict of laws principlesNew York.

Appears in 13 contracts

Samples: Agreement and Plan of Merger (Thomas Pharmaceuticals, Ltd.), Agreement and Plan of Merger (Ivoice, Inc /De), Agreement and Plan of Merger (Tyco International LTD /Ber/)

Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of New York applicable without giving effect to contracts executed the conflicts of law principles thereof which might result in and to be performed entirely within that State, regardless the application of the laws that might otherwise govern under of any applicable conflict of laws principlesother jurisdiction.

Appears in 10 contracts

Samples: Stockholders Agreement (Penske Capital Partners LLC), Stockholders Agreement (United Auto Group Inc), Stockholders Agreement (Penske Roger S)

Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed construed, interpreted and enforced in accordance with, the laws of the State of New York applicable York, without giving effect to contracts executed in and to be performed entirely within that State, regardless the principles of the laws that might otherwise govern under any applicable conflict conflicts of laws principleslaw thereof.

Appears in 8 contracts

Samples: Royalty Agreement (Aziyo Biologics, Inc.), Common Stock and Warrant Purchase Agreement (Oscient Pharmaceuticals Corp), Note and Warrant Purchase Agreement (Artes Medical Inc)

Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, with the laws of the State of New York applicable to contracts executed in made and to be performed entirely within that State, regardless of the laws that might otherwise govern under any applicable conflict of laws principleswholly therein.

Appears in 7 contracts

Samples: Restricted Stock Agreement ('Mktg, Inc.'), Stock Agreement (Vicon Industries Inc /Ny/), Restricted Stock Agreement (Coactive Marketing Group Inc)

Governing Law; Jurisdiction. (a1) This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of New York applicable without giving effect to contracts executed in and to be performed entirely within that State, regardless the principles of the laws that might otherwise govern under any applicable conflict conflicts of laws principleslaw thereof.

Appears in 7 contracts

Samples: Voting Agreement (VeriChip CORP), Voting Agreement (Applied Digital Solutions Inc), Voting Agreement (VeriChip CORP)

Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed entirely within in that State, regardless of the laws that might otherwise govern under any applicable conflict of laws principles.

Appears in 7 contracts

Samples: Stockholders Agreement (Intac International Inc), Agreement and Plan of Merger (Intac International Inc), Agreement and Plan of Merger (Intac International Inc)

Governing Law; Jurisdiction. (a) This Agreement Agreement, and the provisions, rights, obligations, and conditions set forth herein, and the legal relations between the parties hereto, including all disputes and claims, whether arising in contract, tort, or under statute, shall be governed by, by and construed in accordance with, with the laws of the State of New York applicable without giving effect to contracts executed in and to be performed entirely within that State, regardless of the laws that might otherwise govern under any applicable its conflict of laws principleslaw provisions.

Appears in 7 contracts

Samples: Stock Subscription Agreement (Persistency), Stock Subscription Agreement (Far East Energy Corp), Stock Subscription Agreement (Persistency)

Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of New York applicable (without giving effect to contracts executed in and to be performed entirely within that State, regardless conflicts of the laws that might otherwise govern under any applicable conflict of laws principleslaw).

Appears in 6 contracts

Samples: Stock Purchase Agreement (Huayue Electronics, Inc.), Stock Transfer Agreement (BEFUT International Co. LTD), Stock Purchase Agreement (Horizon Fuel Cell Technologies Pte LTD)

Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of New York and the applicable to contracts executed in and to be performed entirely within that State, regardless laws of the laws that might otherwise govern under United States of America. Indemnitors hereby irrevocably submit to the jurisdiction of any applicable conflict court of laws principlescompetent jurisdiction located in the State of New York and in any state in which the Property is located in connection with any proceeding out of or relating to this Agreement.

Appears in 6 contracts

Samples: Lodgian Inc, Lodgian Inc, Lodgian Inc

Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, with the laws of the State of New York applicable to contracts executed in and to be performed entirely within that State, regardless excluding any choice of law rules which may direct the application of the laws that might otherwise govern under any applicable conflict law of laws principlesanother state.

Appears in 6 contracts

Samples: Asset Purchase Agreement (Aaipharma Inc), Master Services Agreement (Aaipharma Inc), Commercial Manufacturing Agreement (Xanodyne Pharmaceuticals Inc)

Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed interpreted in accordance with, with the substantive laws of the State of New York applicable York, U.S.A., without regard to contracts executed in and to be performed entirely within that State, regardless its or any other jurisdiction’s choice of the laws that might otherwise govern under any applicable conflict of laws principleslaw rules. [***].

Appears in 5 contracts

Samples: Distribution Agreement (Coherus BioSciences, Inc.), License Agreement (Coherus BioSciences, Inc.), License Agreement (Coherus BioSciences, Inc.)

Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York applicable York, without giving effect to contracts executed in and to be performed entirely within that State, regardless of the laws that might otherwise govern under any applicable its choice or conflict of laws principleslaw provisions or rules.

Appears in 5 contracts

Samples: Form of Stockholders Agreement (Athlon Energy Inc.), Stockholders Agreement (Athlon Energy Inc.), Adoption Agreement (Berry Plastics Group Inc)

Governing Law; Jurisdiction. (a) This Agreement shall be governed by, construed and construed enforced in accordance with, with and governed by the laws of the State of New York applicable York, without giving effect to contracts executed in and to be performed entirely within that State, regardless the conflicts of the laws that might otherwise govern under any applicable conflict of laws principleslaw principles thereof.

Appears in 5 contracts

Samples: Registration Rights Agreement (Odyssey Partners Lp), Registration Rights Agreement (Salant Corp), Registration Rights Agreement (JPS Textile Group Inc /De/)

Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, with the internal laws of the State of New York applicable (other than its rules of conflict of laws to contracts executed in and to be performed entirely within that State, regardless the extent the application of the laws that might otherwise govern under any applicable conflict of laws principlesanother jurisdiction would be required thereby). This Agreement shall be subject to the exclusive jurisdiction of the State and Federal courts sitting in New York County, New York.

Appears in 4 contracts

Samples: Form of Standby Purchase Agreement (Teamstaff Inc), Standby Purchase Agreement (Teamstaff Inc), Standby Purchase Agreement (Legend International Holdings Inc)

Governing Law; Jurisdiction. (a) This Agreement shall be construed and interpreted and the rights granted herein governed by, and construed in accordance with, with the laws of the State of New York applicable to contracts executed in made and to be performed entirely wholly within that such State, regardless of the laws that might otherwise govern under any applicable conflict of laws principles.

Appears in 4 contracts

Samples: Purchase and Sale Agreement (Bcam International Inc), Note Purchase Agreement (Bcam International Inc), Stock Purchase and Restructuring Agreement (Bcam International Inc)

Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed entirely within that State, regardless of the laws that might otherwise govern under any applicable conflict principles of conflicts of laws principlesthereof. In the event of any action being brought pursuant to this Agreement, the parties irrevocably consent to the jurisdiction and venue of the action as the State of New York, County of New York.

Appears in 4 contracts

Samples: Agreement and Plan of Reorganization (Intelligent Buying, Inc.), Second Amended Agreement and Plan of Reorganization (Intelligent Buying, Inc.), Agreement and Plan of Reorganization (Intelligent Buying, Inc.)

Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of New York applicable to contracts executed in made and to be performed entirely within that State, regardless of the laws that might otherwise govern under any applicable conflict of laws principleswholly therein.

Appears in 4 contracts

Samples: Stock Purchase Agreement (Diversa Corp), Stock Purchase Agreement (Diversa Corp), Stockholders' Agreement (Diversa Corp)

Governing Law; Jurisdiction. (a) This Agreement (and any claim or controversy arising out of or relating to this Agreement) shall be exclusively governed by, by and construed in accordance with, with the laws of the State of New York applicable York, without regard to contracts executed in and to be performed entirely within that State, regardless the conflicts of the laws that might otherwise govern under any applicable conflict law rules of laws principlessuch state.

Appears in 4 contracts

Samples: Stock and Asset Purchase Agreement (Glaxosmithkline PLC), Stock and Asset Purchase Agreement (Haleon PLC), Stock and Asset Purchase Agreement (Pfizer Inc)

Governing Law; Jurisdiction. (a) This Agreement and the transactions contemplated hereby, and all disputes between the Parties under or related to this Agreement or the facts and circumstances leading to its execution, whether in contract, tort or otherwise, shall be governed by, by and construed in accordance with, with the laws Laws of the State of New York York, applicable to contracts executed in and to be performed entirely within that Statethe State of New York, regardless without regard to the conflicts of the laws that might otherwise govern under any applicable conflict of laws principlesLaws principles thereof.

Appears in 4 contracts

Samples: Shareholder Agreement (Corning Inc /Ny), Standstill Agreement (Corning Inc /Ny), Standstill Agreement (Corning Inc /Ny)

Governing Law; Jurisdiction. (a) This Agreement The interpretation and construction of this Agreement, and all matters relating hereto, shall be governed by, and construed in accordance with, by the laws of the State of New York (exclusive of conflict of laws principles) applicable to contracts agreements executed in and to be performed entirely solely within that such State, regardless of the laws that might otherwise govern under any applicable conflict of laws principles.

Appears in 4 contracts

Samples: Contribution Agreement (First Advantage Corp), Contribution Agreement (First Advantage Corp), Master Transfer Agreement (First Advantage Corp)

Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of New York York, applicable to contracts executed in made and to be performed entirely within that State, regardless of the laws that might otherwise govern under any applicable conflict of laws principlestherein.

Appears in 4 contracts

Samples: Stockholders Agreement (Charlesbank Capital Partners LLC), Stockholders Agreement (Trace International Holdings Inc), Stockholders Agreement (Penske Capital Partners LLC)

Governing Law; Jurisdiction. (a) This Agreement shall be governed by, construed and construed enforced in accordance with, with the laws of the State of New York applicable without giving effect to contracts executed in and to be performed entirely within that State, regardless of the laws that might otherwise govern under any applicable conflict of laws principlesprinciples thereof.

Appears in 4 contracts

Samples: Registration Rights Agreement (Homefed Corp), Stock Purchase Agreement (Homefed Corp), Registration Rights Agreement (Finova Group Inc)

Governing Law; Jurisdiction. (ai) This Agreement shall be governed byconstrued, performed and construed enforced in accordance with, with the laws of the State of New York applicable (without giving effect to contracts executed in and to be performed entirely within that State, regardless its principles or rules of the laws that might otherwise govern under any applicable conflict of laws principlesto the extent such principles or rules would require or permit the application of the Laws of another jurisdiction).

Appears in 4 contracts

Samples: Registration Rights Agreement (Avalonbay Communities Inc), Registration Rights Agreement (Erp Operating LTD Partnership), Asset Purchase Agreement (Erp Operating LTD Partnership)

Governing Law; Jurisdiction. (a) This Agreement shall will be governed by, and construed in accordance with, the laws Laws of the State of New York York, without regard to any principles of conflicts of law thereof that are not mandatorily applicable to contracts executed in by Law and to be performed entirely within that State, regardless would permit or require the application of the laws that might otherwise govern under any applicable conflict Laws of laws principlesanother jurisdiction.

Appears in 4 contracts

Samples: Purchase Agreement (Harsco Corp), Investment Agreement (Illinois Tool Works Inc), Investment Agreement (Unistrut International Holdings, LLC)

Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of New York applicable to contracts executed in and to be performed entirely within that State, regardless of the laws that might otherwise govern under any applicable conflict of laws principlesYork.

Appears in 4 contracts

Samples: Security Agreement (Bloom Energy Corp), Supplemental Indenture (Bloom Energy Corp), Supplemental Indenture (Bloom Energy Corp)

Governing Law; Jurisdiction. (a) This Agreement and any and all controversies arising out of or in relation to this Agreement shall be governed by, by and construed in accordance with, with the laws of the State of New York applicable (without reference to contracts executed in and to be performed entirely within that State, regardless of the laws that might otherwise govern under any applicable its conflict of laws principlesdoctrine).

Appears in 4 contracts

Samples: Master Agreement (Bel Fuse Inc /Nj), 2002 Master Agreement (Bel Fuse Inc /Nj), 2002 Master Agreement (Par Pacific Holdings, Inc.)

Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of New York applicable without giving effect to contracts executed in and to be performed entirely within any choice or conflict of law provision or rule that State, regardless would cause the application of the laws of any other jurisdiction. To the extent that might otherwise govern under the applicable laws of the State of New York, or any of the provisions of this Agreement, conflict with the applicable conflict provisions of laws principlesthe 1940 Act, the Securities Act of 1933 or the Securities Exchange Act of 1934, the latter shall control.

Appears in 4 contracts

Samples: Administration Agreement (KKR Alternative Corporate Opportunities Fund), Administration Agreement (KKR Series Trust), Accounting Services Agreement (J.P. Morgan Exchange-Traded Fund Trust)

Governing Law; Jurisdiction. (a) This Agreement and the legal relations between the parties hereto shall be governed by, by and construed in accordance with, with the laws of the State of New York York, applicable to contracts executed in made and to be performed entirely within that State, regardless of the laws that might otherwise govern under any applicable conflict of laws principlestherein.

Appears in 4 contracts

Samples: Stock Purchase Agreement (Eagle Family Foods Inc), Non Competition and Standstill Agreement (Trace International Holdings Inc), Non Competition and Standstill Agreement (United Auto Group Inc)

Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, with the laws of the State of New York applicable York, without regard to contracts executed in and to be performed entirely within that State, regardless of the laws that might otherwise govern under any applicable conflict conflicts of laws principleslaw.

Appears in 4 contracts

Samples: Share Purchase Agreement (HNA Group Co., Ltd.), Share Purchase Agreement (HNA Group Co., Ltd.), Share Purchase Agreement (HNA Group Co., Ltd.)

Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed interpreted in accordance with, with the laws of the State of New York applicable without giving effect to contracts executed conflicts of law principles that would result in and to be performed entirely within that State, regardless the application of the substantive laws that might otherwise govern under any applicable conflict of laws principlesanother jurisdiction.

Appears in 4 contracts

Samples: Common Stock Purchase Agreement (China Broadband Inc), Common Stock Purchase Agreement (Sherbrooke Partners, LLC), Common Stock Purchase Agreement (Mark Capital LLC)

Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, with the internal laws of the State of New York applicable York, without regard to contracts executed in and to be performed entirely within that State, regardless any conflicts of law provision which would require the application of the laws that might otherwise govern under law of any applicable conflict of laws principlesother jurisdiction.

Appears in 4 contracts

Samples: Investor Agreement (Pinnacle Holdings Inc), Voting Agreement (Michael Petroleum Corp), Voting Agreement (Greate Bay Casino Corp)

Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, with the laws Laws of the State of New York applicable without giving effect to contracts executed the principles of conflicts of law thereof or of any other jurisdiction that would result in and to be performed entirely within that State, regardless the application of the laws that might otherwise govern under Laws of any applicable conflict of laws principlesother jurisdiction.

Appears in 4 contracts

Samples: Purchase Agreement (Quidel Corp /De/), Purchase Agreement (Alere Inc.), Purchase Agreement (Quidel Corp /De/)

Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of New York applicable to contracts executed in and to be performed entirely within that StateYork, regardless of the laws that might otherwise govern under any applicable conflict excluding its choice of laws principlesprovisions. The Parties agree that the exclusive venue and jurisdiction for any actions or disputes arising from this Agreement shall be a federal or state court in New York.

Appears in 4 contracts

Samples: Update Agreement (HSW International, Inc.), Services Agreement (HSW International, Inc.), Contribution Agreement (HSW International, Inc.)

Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, with the laws Laws of the State of New York York, without regard to the Laws that might be applicable to contracts executed in and to be performed entirely within that State, regardless under conflicts of laws principles other than Section 5-1401 of the laws that might otherwise govern under any applicable conflict of laws principlesNew York General Obligations Law.

Appears in 3 contracts

Samples: Purchase and Sale Agreement (TGT Pipeline LLC), Master Transaction Agreement (Duke Energy Corp), Purchase and Sale Agreement (Boardwalk Pipelines LLC)

Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of New York applicable to contracts executed in and to be performed entirely within that State, regardless of the laws that might otherwise govern under any applicable conflict principles of laws principlesconflicts of law.

Appears in 3 contracts

Samples: Stock Exchange and Merger Agreement (Ivillage Inc), Stock Exchange and Merger Agreement (Leap Technology Inc / De), Stock Exchange and Merger Agreement (Ivillage Inc)

Governing Law; Jurisdiction. (a) This Agreement agreement shall be governed by, and construed interpreted and enforced in accordance with, the laws of the State of New York applicable without regard to contracts executed in and to be performed entirely within that State, regardless principles of the laws that might otherwise govern under any applicable choice of law or conflict of laws principleslaws.

Appears in 3 contracts

Samples: Asset Purchase Agreement (CPEX Pharmaceuticals, Inc.), Asset Purchase Agreement (CPEX Pharmaceuticals, Inc.), Asset Purchase Agreement (Bentley Pharmaceuticals Inc)

Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of New York applicable to contracts executed in and to be performed entirely within that StateYork, regardless of the laws that might otherwise govern under any applicable conflict principles of conflicts of laws principlesthereof; provided, however, that issues involving the corporate governance of any of the parties hereto shall be governed by their respective jurisdictions.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Depomed Inc), Stock Purchase Agreement (Depomed Inc), Stock Purchase Agreement (Depomed Inc)

Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of New York applicable to contracts executed in made and to be performed entirely within that State, regardless in the State of the laws that might otherwise govern under any applicable conflict of laws principlesNew York.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Precision Optics Corporation Inc), Exchange Agreement (NCT Group Inc), Securities Purchase Agreement (Genta Incorporated /De/)

Governing Law; Jurisdiction. The Agreement and all disputes arising out of or related to this agreement (awhether in contract, tort or otherwise) This Agreement shall will be governed by, by and construed in accordance with, with the laws of the State of New York applicable to contracts executed in and to be performed entirely within that State, regardless of the laws that might otherwise govern under any applicable conflict of laws principlesYork. EACH OF THE PARTIES TO THIS AGREEMENT IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

Appears in 3 contracts

Samples: Stock Repurchase Agreement (Vantiv, Inc.), Stock Repurchase Agreement (Advent Software Inc /De/), Stock Repurchase Agreement (Advent Software Inc /De/)

Governing Law; Jurisdiction. (a) This Agreement shall be enforced, governed by, and construed in accordance with, with the laws of the State of New York applicable without giving effect to contracts executed in and to be performed entirely within that State, regardless the choice of the laws that might otherwise govern under any applicable or conflict of laws principlesprovisions. Any suit, action or proceeding pertaining to this Agreement or any transaction relating hereto shall be brought in the State of New York and the County of New York and the undersigned hereby irrevocably consents and submits to the jurisdiction of such courts for the purpose of any such suit, action, or proceeding.

Appears in 3 contracts

Samples: Securities Purchase Agreement (American BriVision (Holding) Corp), Regulation S (American BriVision (Holding) Corp), Securities Purchase Agreement (American BriVision (Holding) Corp)

Governing Law; Jurisdiction. (a) This Agreement Agreement, and any and all proceedings commenced in connection with or relating to this Agreement, shall be governed by, and construed and enforced in accordance with, the Laws of the State of New York without regard of the Laws that might otherwise govern under the applicable principles of conflict of laws of the State of New York applicable to contracts executed in and to be performed entirely within that State, regardless (other than Section 5-1401 of the laws that might otherwise govern under any applicable conflict General Obligations Law of laws principlesthe State of New York).

Appears in 3 contracts

Samples: Asset Sale Agreement (Nant Health, LLC), Sale Agreement (Harris Corp /De/), Sale Agreement (Leidos Holdings, Inc.)

Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of New York applicable without regard to contracts executed in and to be performed entirely within that State, regardless the conflicts of the laws that might otherwise govern under any applicable conflict law rules of laws principlessuch state.

Appears in 3 contracts

Samples: Purchase and Sale Agreement (Abraxis BioScience, Inc.), Purchase and Sale Agreement (Warner Chilcott CORP), Purchase and Sale Agreement (Xethanol Corp)

Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the laws Laws of the State of New York applicable York, without giving effect to contracts executed in and to be performed entirely within any choice of law or conflict of law rules or provisions that State, regardless would cause the application of the laws that might otherwise govern under Laws of any applicable conflict jurisdiction other than the State of laws principlesNew York.

Appears in 3 contracts

Samples: Support Agreement (Zhu Zhengdong), Support Agreement (Huang Jianjun), Support Agreement (Zhangmen Education Inc.)

Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed interpreted in accordance with, all respects under the substantive laws of the State of New York applicable York, United States, as applied to contracts agreements executed in and to be performed entirely within that State, regardless in the State of New York by residents of the laws that might otherwise govern under any applicable conflict State of laws principlesNew York, without regard to conflicts of law rules and without regard to the United Nations Convention on International Contracts for the Sales of Goods.

Appears in 3 contracts

Samples: Licence Agreement (Amgen Inc), Licence Agreement (Amgen Inc), Collaboration and Licence Agreement (Amgen Inc)

Governing Law; Jurisdiction. (a) This Agreement and performance under it shall be governed by, by and construed in accordance with, with the laws of the State of New York applicable York, without reference to contracts executed in and to be performed entirely within that State, regardless principles of the laws that might otherwise govern under any applicable conflict conflicts of laws principleslaws.

Appears in 3 contracts

Samples: Computer Services Agreement (Avis Rent a Car Inc), Information Technology Services Agreement (Fah Co Inc), Computer Services Agreement (Avis Rent a Car Inc)

Governing Law; Jurisdiction. (a) This Agreement shall be governed byconstrued, performed and construed enforced in accordance with, and governed by, the laws of the State of New York applicable York, United States, without giving effect to contracts executed in and to be performed entirely within that State, regardless the principles of the laws that might otherwise govern under any applicable conflict conflicts of laws principlesthereof.

Appears in 3 contracts

Samples: Share Purchase Agreement (Synergy CHC Corp.), Share Purchase Agreement (Synergy CHC Corp.), Share Purchase Agreement (Synergy CHC Corp.)

Governing Law; Jurisdiction. (a) This Agreement shall will be governed by, by and construed and enforced solely and exclusively in accordance with, with the laws of the State of New York applicable to contracts executed in exclusive of its choice of law rules and to be performed entirely within that State, regardless without application of the laws rule of contract construction that might otherwise govern under any applicable conflict ambiguities in a contract are construed against the interests of laws principlesthe party drafting the contract.

Appears in 3 contracts

Samples: Dealertrack Lender Agreement (DealerTrack Holdings, Inc.), Dealertrack Lender Agreement (DealerTrack Holdings, Inc.), Dealertrack Lender Agreement (DealerTrack Holdings, Inc.)

Governing Law; Jurisdiction. (a) This Agreement shall be interpreted, construed and governed by, by and construed in accordance with, with the laws Laws of the State of New York applicable without regard to contracts executed in and the conflicts of Law principles thereof that would subject such matter to be performed entirely within that State, regardless the Laws of the laws that might otherwise govern under any applicable conflict of laws principlesanother jurisdiction.

Appears in 3 contracts

Samples: Interim Investors Agreement (Zhang Bing), Interim Investors Agreement (JD.com, Inc.), Interim Investors Agreement (Tencent Holdings LTD)

Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York applicable to contracts executed in and to be fully performed entirely within that State, regardless of the laws that might otherwise govern under any applicable conflict of laws principlestherein.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Dynabazaar Inc), Agreement and Plan of Merger (Lq Corp Inc), Agreement and Plan of Merger (Lq Corp Inc)

Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of New York applicable York, without regard to contracts executed in and to be performed entirely within that State, regardless of the laws that might otherwise govern under any applicable conflict conflicts of laws principlesprinciples thereof.

Appears in 3 contracts

Samples: Exchange Agreement (Penn National Gaming Inc), Investor Rights Agreement (Gaming & Leisure Properties, Inc.), Investor Rights Agreement (Penn National Gaming Inc)

Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York applicable to contracts executed in and to be performed entirely within or any other jurisdiction) that State, regardless would cause the application of the laws that might otherwise govern under of any applicable conflict jurisdiction other than the State of laws principlesNew York.

Appears in 3 contracts

Samples: Registration Rights Agreement (Terawulf Inc.), Registration Rights Agreement (Terawulf Inc.), Registration Rights Agreement (Ladder Capital Corp)

Governing Law; Jurisdiction. (a) This Agreement shall be governed by, construed and construed enforced in accordance with, and the rights and obligations of the parties hereto shall be governed by, the laws of the State of New York applicable York, without giving effect to contracts executed in and to be performed entirely within that State, regardless the conflicts of the laws that might otherwise govern under any applicable conflict of laws principleslaw principles thereof.

Appears in 3 contracts

Samples: Registration Rights Agreement (NTL Inc), Registration Rights Agreement (NTL Inc), Registration Rights Agreement (NTL Inc)

Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of New York applicable York, without regard to contracts executed in and to be performed entirely within that State, regardless the conflicts of the laws that might otherwise govern under any applicable conflict law rules of laws principlessuch state.

Appears in 3 contracts

Samples: Stock and Asset Purchase Agreement (Cadbury Schweppes Public LTD Co), Stock and Asset Purchase Agreement (Advanced Medical Optics Inc), Transitional Services Agreement (Icu Medical Inc/De)

Governing Law; Jurisdiction. (a) This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by, by and construed in accordance with, with the laws of the State of New York applicable York, without regard to contracts executed in and to be performed entirely within that State, regardless of the laws that might otherwise govern under any applicable conflict of laws principleslaw principles thereof.

Appears in 3 contracts

Samples: Transferee Voting Agreement (Brooge Energy LTD), Voting Agreement (Brooge Holdings LTD), Transferee Voting Agreement (BPGIC HOLDINGS LTD)

Governing Law; Jurisdiction. (a) This Agreement Agreement, the performance of this Agreement, and any and all matters arising directly or indirectly herefrom shall be governed by, by and construed and enforced in accordance with, with the internal laws of the State of New York applicable York, without giving effect to contracts executed in the conflict or choice of law provisions and to be performed entirely within that State, regardless of the laws that might otherwise govern under any applicable conflict of laws principlesprinciples thereof.

Appears in 2 contracts

Samples: Employment Agreement (Edgar Express, Inc.), Employment Agreement (Edgar Express, Inc.)

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Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York applicable York, without giving effect to contracts executed in and to be performed entirely within that State, regardless of the laws that might otherwise govern under any applicable choice or conflict of laws principlesprovision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of New York.

Appears in 2 contracts

Samples: Stock Purchase Agreement (PHH Corp), Stock Purchase Agreement (Park Electrochemical Corp)

Governing Law; Jurisdiction. (a) This Agreement shall be governed byconstrued, performed and construed enforced in accordance with, and governed by, the laws of the State of New York applicable York, without giving effect to contracts executed in and to be performed entirely within that State, regardless the principles of the laws that might otherwise govern under any applicable conflict conflicts of laws principlesthereof.

Appears in 2 contracts

Samples: Purchase Agreement (Fahnestock Viner Holdings Inc), Asset Purchase Agreement (Fahnestock Viner Holdings Inc)

Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the laws Laws of the State of New York applicable to contracts executed in and to be performed entirely within that State, regardless of the laws Laws that might otherwise govern under any applicable conflict of laws Laws principles.

Appears in 2 contracts

Samples: Exchange Agreement (CONDUENT Inc), Exchange Agreement (Xerox Corp)

Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of New York applicable to contracts executed in made and to be performed entirely within that State, regardless in the State of New York. The Company and the Purchasers irrevocably consent to the jurisdiction of the laws United States federal courts and the state courts located in the State of New York in any suit or proceeding based on or arising under this Agreement and irrevocably agree that might otherwise govern under any applicable conflict all claims in respect of laws principlessuch suit or proceeding may be determined in such courts.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Cenuco Inc), Securities Purchase Agreement (Cenuco Inc)

Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed entirely within that State, regardless of the laws Laws that might otherwise govern under any applicable conflict of laws Laws principles.

Appears in 2 contracts

Samples: Transition Services Agreement (Vista Outdoor Inc.), Transition Services Agreement (Vista Outdoor Inc.)

Governing Law; Jurisdiction. (a) This Agreement and all disputes, claims or controversies relating to, arising out of, or in connection with this Agreement shall be governed by, by and construed in accordance with, with the laws internal Laws of the State of New York applicable without regard to contracts executed in and to the Laws of any other jurisdiction that might be performed entirely within that State, regardless applied because of the laws that might otherwise govern under any applicable conflict conflicts of laws principlesLaws rules of the State of New York.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Olympic Steel Inc), Agreement and Plan of Merger (First Financial Bancorp /Oh/)

Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, with the laws Laws of the State of New York without regard to the Laws that might be applicable to contracts executed in and to be performed entirely within that State, regardless under conflicts of laws principles other than Section 5-1401 of the laws that might otherwise govern under any applicable conflict of laws principlesNew York General Obligations Law.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (TGT Pipeline LLC), Purchase and Sale Agreement (Boardwalk Pipelines LLC)

Governing Law; Jurisdiction. (a) This Agreement and the legal relations between the parties hereto shall be governed by, by and construed in accordance with, with the laws of the State of New York applicable to contracts executed in made and performed therein without regard to be performed entirely within that State, regardless principles of the laws that might otherwise govern under any applicable conflict conflicts of laws principleslaw.

Appears in 2 contracts

Samples: Equity Purchase Agreement (Jupitermedia Corp), Stock Purchase Agreement (Jupitermedia Corp)

Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed interpreted in accordance with, with the laws of the State of New York applicable to contracts executed in agreements made and entirely to be performed entirely within that State, regardless in such state and without regard to its principles of the laws that might otherwise govern under any applicable conflict of laws principleslaws.

Appears in 2 contracts

Samples: Purchase and Assumption Agreement (MVB Financial Corp), Purchase and Assumption Agreement (MVB Financial Corp)

Governing Law; Jurisdiction. (a) This Agreement shall be governed byconstrued, interpreted and construed the rights of the parties determined in accordance with, with the laws of the State of New York, as applied to agreements among New York applicable to contracts executed in residents entered into and wholly to be performed entirely within the State of New York (without reference to any choice of law rules that State, regardless would require the application of the laws that might otherwise govern under of any applicable conflict of laws principlesother jurisdiction).

Appears in 2 contracts

Samples: Registration Rights Agreement (Colony Financial, Inc.), Registration Rights Agreement (Clovis Oncology, Inc.)

Governing Law; Jurisdiction. (a) This Agreement and all matters, claims or Actions (whether at law, in equity, in Contract, in tort or otherwise) based upon, arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (collectively, the “Relevant Matters”), shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed entirely within that StateYork, regardless of the laws that might otherwise govern under any applicable conflict of laws Laws principles.

Appears in 2 contracts

Samples: Investment Agreement (James River Group Holdings, Ltd.), Registration Rights Agreement (James River Group Holdings, Ltd.)

Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of New York applicable without giving effect to contracts executed in and to be performed entirely within that State, regardless principles of conflicts of law. Each of the laws that might otherwise govern under parties irrevocably submits to the exclusive jurisdiction of any applicable conflict courts of laws principlesthe State of New York or the United States District Court for the Southern District of the State of New York for the purpose of any suit, action or other proceeding arising out of this Agreement, or any of the agreements or transactions contemplated hereby, which is brought by or against it.

Appears in 2 contracts

Samples: Services Agreement (Dynabazaar Inc), Services Agreement (Lq Corp Inc)

Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed entirely within that State, regardless of the laws that might otherwise govern under any applicable conflict of laws principles, except that the provisions of the laws of the State of New York are mandatorily applicable.

Appears in 2 contracts

Samples: Investment Agreement (Plymouth Industrial REIT Inc.), Investor Rights Agreement (Plymouth Industrial REIT Inc.)

Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed interpreted in accordance with, with the laws of the State of New York applicable to contracts executed excluding conflict or choice of laws principles that would result in and to be performed entirely within that State, regardless the application of the laws that might otherwise govern under of any applicable conflict jurisdiction other than the State of laws principlesNew York.

Appears in 2 contracts

Samples: Master Services Agreement (Codexis Inc), Master Services Agreement (Codexis Inc)

Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed entirely within that State, regardless of the laws that might otherwise govern under any applicable conflict principles of conflicts of laws principlesthereof.

Appears in 2 contracts

Samples: Easement and License Agreement (Calpine Corp), Easement and License Agreement (Pepco Holdings Inc)

Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, with the laws Laws of the State of New York applicable to contracts executed in and to be performed entirely within that StateYork, regardless of the laws Laws that might otherwise govern under any applicable conflict principles of laws principlesconflicts of Laws thereof.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Galen Holdings PLC), Purchase and Sale Agreement (Galen Holdings PLC)

Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed interpreted in accordance with, with the laws of the State of New York applicable York, County of New York, without giving effect to contracts executed conflicts of law principles that would result in and to be performed entirely within that State, regardless the application of the substantive laws that might otherwise govern under any applicable conflict of laws principlesanother jurisdiction.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Blackbox Semiconductor, Inc.), Series a Preferred Stock (Entertainment Art, Inc.)

Governing Law; Jurisdiction. (ai) This Agreement The provisions of this Agreement, and all the rights and obligations of the parties hereunder, shall be governed by, and construed and enforced in accordance with, with the laws of the State of New York applicable to contracts executed in agreements made and to be performed entirely wholly within that such State without regard to such State, regardless 's conflicts of the laws that might otherwise govern under any applicable conflict of laws law principles.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Enhance Biotech Inc), Agreement (American Coin Merchandising Inc)

Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the laws Laws of the State of New York applicable to contracts executed in made and to be performed entirely wholly within that said State, regardless of without giving effect to the laws that might otherwise govern under any applicable conflict of laws principlesprinciples thereof.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Phillips Van Heusen Corp /De/), Stock Purchase Agreement (Rand Acquisition CORP)

Governing Law; Jurisdiction. (a) This Agreement The provisions of this Agreement, and all the rights and obligations of the parties hereunder, shall be governed by, and construed and enforced in accordance with, with the laws of the State of New York applicable to contracts executed in agreements made and to be performed entirely wholly within that such State without regard to such State, regardless 's conflicts of the laws that might otherwise govern under any applicable conflict of laws law principles.

Appears in 2 contracts

Samples: Employment Agreement (American United Global Inc), Agreement (American Coin Merchandising Inc)

Governing Law; Jurisdiction. (a) This Agreement and the legal relations between the parties hereto shall be governed by, by and construed in accordance with, with the laws Laws of the State of New York York, applicable to contracts executed in made and to be performed entirely within that State, regardless of the laws that might otherwise govern under any applicable conflict of laws principlestherein.

Appears in 2 contracts

Samples: Asset Purchase Agreement (JPS Automotive Products Corp), Asset Purchase Agreement (Safety Components International Inc)

Governing Law; Jurisdiction. (a) This All matters relating to the interpretation, construction, validity and enforcement of this Agreement shall be governed by, by and construed in accordance with, with the domestic laws of the State of New York applicable without giving effect to contracts executed in and to be performed entirely within that State, regardless of the laws that might otherwise govern under any applicable choice or conflict of law provision or rule that would cause the application of laws principlesof any jurisdiction other than the State of New York. The parties hereto irrevocably and unconditionally submit to the exclusive jurisdiction of any state or federal court sitting in New York, New York over any suit, action or proceeding brought pursuant to the terms of this Agreement.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Greenville Tube CO), Stock Purchase Agreement (RathGibson Inc)

Governing Law; Jurisdiction. The Agreement and all disputes arising out of or related to this Agreement (awhether in contract, tort or otherwise) This Agreement shall will be governed by, by and construed in accordance with, with the laws of the State of New York applicable to contracts executed in and to be performed entirely within that State, regardless of the laws that might otherwise govern under any applicable conflict of laws principlesYork. EACH OF THE PARTIES TO THIS AGREEMENT IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

Appears in 2 contracts

Samples: Stock Repurchase Agreement (Moneygram International Inc), Stock Repurchase Agreement (Eplus Inc)

Governing Law; Jurisdiction. (a) This Agreement shall will be governed by, by and construed in accordance with, with the laws of the State of New York applicable to contracts executed in and to be performed entirely within that StateYork, United States of America (regardless of the laws that might otherwise govern under any applicable conflict principles or rules of conflicts of law to the extent such principles or rules are not mandatorily applicable by statute and would require the application of the laws principlesof another jurisdiction).

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Directv Group Inc), Purchase and Sale Agreement (Directv Group Inc)

Governing Law; Jurisdiction. (a) This Agreement Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, shall be governed by, by and construed in accordance with, with the internal laws of the State of New York applicable to contracts executed in and to be performed entirely within that State, regardless of the laws that might otherwise govern under any applicable conflict of laws principlesYork.

Appears in 2 contracts

Samples: Form of Non Competition Agreement (Pennsylvania Real Estate Investment Trust), Non Competition Agreement (Pennsylvania Real Estate Investment Trust)

Governing Law; Jurisdiction. (a) This Agreement shall be governed by, enforced under and construed in accordance with, with the laws of the State of New York applicable to contracts executed in and to be performed entirely within that State, regardless of the laws that might otherwise govern under any applicable conflict of laws principlesYork.

Appears in 2 contracts

Samples: Assignment, Assumption and Novation Agreement (Fidelity National Title Group, Inc.), Assignment, Assumption and Novation Agreement (Fidelity National Title Group, Inc.)

Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, with the laws of the State of New York York, without regard to any applicable conflicts of law (except that matters relating to contracts executed in and to be performed entirely within that State, regardless the fiduciary duties of the Board of Directors of Xxxxxx Valley shall be subject to the laws that might otherwise govern under any applicable conflict of laws principlesthe State of New York).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Hudson Valley Holding Corp), Agreement and Plan of Merger (Sterling Bancorp)

Governing Law; Jurisdiction. (a) This Agreement and all matters, claims or Actions (whether at law, in equity, in Contract, in tort or otherwise) based upon, arising out of or relating to this Agreement, execution or performance of this Agreement, shall be governed by, and construed in accordance with, the internal laws of the State of New York applicable to contracts executed in and to be performed entirely within that State, regardless of the laws that might otherwise govern under any applicable conflict of laws principlesYork.

Appears in 2 contracts

Samples: Subscription Agreement (Lucid Group, Inc.), Subscription Agreement (Lucid Group, Inc.)

Governing Law; Jurisdiction. (a1) This Agreement shall be is governed by, and will be interpreted and construed in accordance with, the laws Laws of the State of New York applicable to contracts executed in and to be performed entirely within that State, regardless the federal Laws of the laws that might otherwise govern under any United States applicable conflict of laws principlestherein.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Stericycle Inc), Securities Purchase Agreement (Cintas Corp)

Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York applicable to contracts executed in and to be fully performed entirely within that State, regardless the State of New York. Each of the laws that might otherwise govern under parties hereto submits to the non-exclusive jurisdiction of the Federal courts of the United States and the courts of the State of New York located in the City of New York, Borough of Manhattan with respect to any applicable conflict claim or cause of laws principlesaction arising out of this Agreement or the transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Gt Interactive Software Corp), Agreement and Plan of Merger (Microprose Inc/De)

Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, with the laws of the state of New York, United States of America and the parties hereby submit to the exclusive jurisdiction of the courts, Federal and State, located in the State of New York, with venue in New York applicable County, with respect to contracts executed in and any dispute or proceedings arising out of or relating to be performed entirely within that Statethis Agreement, regardless of or the laws that might otherwise govern under any applicable conflict of laws principlesAgent Services.

Appears in 2 contracts

Samples: Agency Agreement (Ipsidy Inc.), Agency Agreement

Governing Law; Jurisdiction. (a) 14.1. This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of New York applicable (without regard to contracts executed in the conflicts of law principles thereof) and to be performed entirely within that State, regardless of the laws that might otherwise govern under any applicable conflict federal law of laws principlesthe United States of America.

Appears in 2 contracts

Samples: Purchase Agreement (Wyndham International Inc), Purchase Agreement (Wyndham International Inc)

Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed entirely within that StateYork, regardless of the laws that might otherwise govern under any applicable conflict of laws principles, except where the provisions of the laws of the State of Maryland are mandatorily applicable.

Appears in 2 contracts

Samples: Registration Rights Agreement (OUTFRONT Media Inc.), Registration Rights Agreement (OUTFRONT Media Inc.)

Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, with the laws Laws of the State of New York applicable to contracts executed in and to be performed entirely within that State, (regardless of the laws Laws that might otherwise govern under any applicable conflict New York principles of laws principlesconflicts of Laws) as to all matters, including matters of validity, construction, effect, performance and remedies.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Algonquin Power & Utilities Corp.), Stock Purchase Agreement (Algonquin Power & Utilities Corp.)

Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York applicable York, USA, without giving effect to contracts executed in and to be performed entirely within that State, regardless the conflict or choice of the laws that might otherwise govern under any applicable conflict of laws principleslaw provisions thereof.

Appears in 2 contracts

Samples: Consultancy Agreement (Medis Technologies LTD), Consultancy Agreement (Medis Technologies LTD)

Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and be construed in accordance with, with the laws of the State of New York applicable to contracts executed in and to be performed entirely within that State, regardless of the laws that might otherwise govern under any applicable conflict of laws principlesYork.

Appears in 2 contracts

Samples: Registration Rights Agreement (Intercontinentalexchange Inc), Registration Rights Agreement (Morgan Stanley)

Governing Law; Jurisdiction. (a) This Agreement shall has been negotiated under and will be governed by, by and construed in accordance with, with the domestic laws of the State of New York applicable without giving effect to contracts executed in and to be performed entirely within any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that State, regardless would cause the application of the laws that might otherwise govern under of any applicable conflict jurisdiction other than the State of laws principlesNew York.

Appears in 2 contracts

Samples: Purchase Agreement (Allegheny Energy Inc), Purchase Agreement (Allegheny Energy Supply Co LLC)

Governing Law; Jurisdiction. (a) This Agreement shall will be governed by, and construed in accordance with, the internal laws of the State of New York applicable to contracts executed in and to be performed entirely within that State, regardless of the laws that might otherwise govern under any applicable principles of conflict of laws principleslaws.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Coolbrands International Inc), Asset Purchase Agreement (Coolbrands International Inc)

Governing Law; Jurisdiction. (a) This Agreement shall will be governed by, and construed in accordance with, the Laws of the State of New York, without regard to any choice or conflict of laws provision or rule (whether of the State of New York or any other jurisdiction) that are not mandatorily applicable to contracts executed in by Law and to be performed entirely within that State, regardless would permit or require the application of the laws that might otherwise govern under any applicable conflict Laws of laws principlesanother jurisdiction.

Appears in 2 contracts

Samples: Purchase Agreement (Scotts Miracle-Gro Co), Omnibus Agreement (Harsco Corp)

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