Common use of Governing Law; Severability Clause in Contracts

Governing Law; Severability. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York, without regard to its choice of law rules. If any provision of this Agreement conflicts with any statute or rule of law of the State of New York, or is otherwise unenforceable, such provision shall be deemed null and void only the extent of such conflict or unenforceability, and shall be deemed separate from, and shall not invalidate, any other provision of this Agreement.

Governing Law; Severability. This Agreement shall be governed by and interpreted construed in accordance with the laws of the State of New York. To the extent permitted by law, without regard to its choice the unenforceability or invalidity of law rules. If any provision or provisions of this Agreement conflicts with any statute or rule of law of the State of New York, or is otherwise unenforceable, such provision shall be deemed null and void only the extent of such conflict or unenforceability, and shall be deemed separate from, and shall not invalidate, render any other provision of or provisions contained in this AgreementAgreement unenforceable or invalid.

Governing Law; Severability. This Agreement shall be governed by the statutory and interpreted in accordance with common law of the United States and, to the extent federal law incorporates or defers to state law, the laws (exclusive of the choice of law provisions) of the State of New York, without regard to its choice of law rules. If any Any term or provision of this Agreement conflicts with any statute that is determined to be invalid or rule of law of the State of New York, or is otherwise unenforceable, such provision unenforceable shall be deemed null and void only ineffective to the extent of such conflict invalidity or unenforceability, unenforceability without rendering invalid or unenforceable the remaining terms and shall be deemed separate from, and shall not invalidate, any other provision provisions of this Agreement.

Governing Law; Severability. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York, determined without regard to its choice conflicts of law ruleslaws principles. If any provision of this Agreement conflicts with any statute or rule of law of the State of New York, or is otherwise unenforceable, such provision shall be deemed null and void only the extent of such conflict or unenforceability, and shall be deemed separate from, and shall not invalidate, any other provision of this Agreement.

Governing Law; Severability. This Agreement shall be governed by and interpreted construed and enforced in accordance with the laws and decisions of the State of New YorkYork applicable to contracts made and to be performed therein without giving effect to the principles of conflict of laws. In addition to the provisions of 5.03 above, without regard to its choice the invalidity or unenforceability of law rules. If any provision of this Agreement conflicts with any statute or rule of law of the State of New York, or is otherwise unenforceable, such provision shall be deemed null and void only the extent of such conflict or unenforceability, and shall be deemed separate from, and shall not invalidate, any other provision of this Agreement, or the application thereof to any person or circumstance, in any jurisdiction shall in no way impair, affect or prejudice the balance of this Agreement, which shall remain in full force and effect, or the application thereof to other persons and circumstances.

Governing Law; Severability. This Agreement shall be governed by and interpreted construed in accordance with the laws of New York without giving effect to the State principles of New York, without regard to its choice conflict of law ruleslaws. If any provision of this Agreement conflicts with shall be declared null, void or unenforceable in whole or in part by any statute court, arbitrator or rule governmental agency, said provision shall survive to the extent it is not so declared and all the other provisions of law this Agreement shall remain in full force and effect unless, in each case, such declaration shall serve to deprive either Party of the State fundamental benefits of New York, or is otherwise unenforceable, such provision shall be deemed null and void only the extent of such conflict or unenforceability, and shall be deemed separate from, and shall not invalidate, any other provision of rights under this Agreement.

Governing Law; Severability. This Agreement Agreement, and the rights and obligations of the parties hereunder, shall be governed by by, and construed and interpreted in accordance with the laws of the State of New York, York without regard to its choice rules of law rulesconflicts of laws, subject to applicable United States Federal law. If In the case any provision one or more of the provisions contained in this Agreement conflicts with or in the Note issued hereunder should be invalid, illegal or unenforceable in any statute respect, the validity, legality or rule of law enforceability of the State of New York, remaining provisions contained herein or is otherwise unenforceable, such provision shall be deemed null and void only the extent of such conflict or unenforceability, and shall be deemed separate from, and therein shall not invalidate, in any other provision of this Agreementway be affected or impaired thereby.

Governing Law; Severability. This Agreement shall be governed by and interpreted construed in accordance with the laws of the State of New York. To the extent permitted by law, without regard to its choice the unenforceability or invalidity of law rules. If any provision or provisions of this Agreement conflicts with any statute or rule of law of the State of New York, or is otherwise unenforceable, such provision shall be deemed null and void only the extent of such conflict or unenforceability, and shall be deemed separate from, and shall not invalidate, render any other provision of this Agreementor provisions herein contained unenforceable or invalid.

Governing Law; Severability. This Agreement and the Notes and the rights and obligations of the parties hereto and thereto shall be governed by by, and construed and interpreted in accordance with with, the laws of the State of New York, without regard to its choice of law rules. If any provision of this Agreement conflicts with any statute or rule of law of the State of New York. 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 is otherwise unenforceableinvalid under applicable law, such provision shall be deemed null and void only ineffective to the extent of such conflict prohibition or unenforceabilityinvalidity, and shall be deemed separate from, and shall not invalidate, any other without invalidating the remainder of such provision or the remaining provisions of this Agreement.

Governing Law; Severability. This Agreement shall be governed by is executed and interpreted delivered in accordance with the laws of the State of New York, without regard to its choice and all laws or rules of law rules. If any provision of this Agreement conflicts with any statute or rule of law construction of the State of New YorkYork shall govern the rights of the parties hereto and the Holders and the construction, or is otherwise unenforceable, such provision shall be deemed null validity and void only effect of the provisions hereof. To the extent permitted by law, the unenforceability or invalidity of such conflict any provision or unenforceability, and shall be deemed separate from, and provisions of this Agreement shall not invalidate, render any other provision of or provisions contained in this AgreementAgreement unenforceable or invalid.

Governing Law; Severability. This Agreement shall be governed by and interpreted construed in accordance with the laws of the State of New York, without regard to its choice of law rules. If any provision of this Agreement conflicts with is determined to be invalid, it shall not affect the validity or enforceability of any statute or rule of law of the State of New York, or is otherwise unenforceable, such provision shall be deemed null and void only the extent of such conflict or unenforceability, and shall be deemed separate from, and shall not invalidate, any other provision of this Agreementremaining provisions hereof.

Governing Law; Severability. This Agreement shall will be governed by by, and interpreted construed and enforced in accordance with with, the laws of the State of New York, without regard to its choice the conflicts of law ruleslaws principles thereof. If any provision of this Agreement conflicts with is prohibited or unenforceable in any statute or rule of law of the State of New Yorkjurisdiction, or is otherwise unenforceable, then such provision shall will, as to such jurisdiction, be deemed null and void only ineffective to the extent of such conflict prohibition or unenforceabilityunenforceability without invalidating the remaining provisions hereof, and shall be deemed separate from, and shall any such prohibition or unenforceability in any jurisdiction will not invalidate, invalidate or render unenforceable such provision in any other provision of this Agreementjurisdiction.

Governing Law; Severability. This Agreement shall be governed by and interpreted construed in accordance with the laws of the State of New York, without regard to its choice York excluding that body of law rulespertaining to conflicts of law. If Should any provision of this Agreement conflicts with any statute or rule be determined by a court of law of the State of New York, to be illegal or is otherwise unenforceable, such provision the other provisions shall be deemed null and void only the extent of such conflict or unenforceability, nevertheless remain effective and shall be deemed separate from, and shall not invalidate, any other provision of this Agreementremain enforceable.

Governing Law; Severability. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York, without regard to its choice of law rules. If any provision term of this Agreement conflicts with or the application thereof to any statute person or rule of law of the State of New York, circumstances shall to any extent be invalid or is otherwise unenforceable, the remainder of this Agreement or the application of such provision terms to any person or circumstances other than those as to which it is invalid or unenforceable shall not be affected thereby, and each term of this Agreement shall be deemed null valid and void only enforceable to the fullest extent of such conflict or unenforceability, and shall be deemed separate from, and shall not invalidate, any other provision of this Agreementpermitted by law.

Governing Law; Severability. This Agreement shall be governed by and interpreted construed in accordance with and governed by the laws of the State of New York, without regard giving effect to its choice the principles of conflicts of law rulesthereof. If In the case of any provision one or more of the provisions contained in this Agreement conflicts with should be invalid, illegal or unenforceable in any statute respect, the validity, legality or rule of law enforceability of the State of New York, or is otherwise unenforceable, such provision shall be deemed null and void only the extent of such conflict or unenforceability, and shall be deemed separate from, and remaining provisions contained herein shall not invalidate, in any other provision of this Agreementway be affected or impaired thereby.

Governing Law; Severability. This Agreement shall be governed by by, and interpreted construed and enforced in accordance with with, the laws of the State of New York, without regard to its choice the conflicts of law ruleslaws principles thereof. If any provision of this Agreement conflicts with or the application thereof to any statute person or rule circumstance is held invalid or unenforceable to any extent, the remainder of law this Agreement and the application of the State of New Yorkthat provision to other persons or circumstances shall not be affected thereby, or is otherwise unenforceable, such and that provision shall be deemed null and void only enforced to the greater extent of such conflict or unenforceability, and shall be deemed separate from, and shall not invalidate, any other provision of this Agreementpermitted by law.

Governing Law; Severability. This Agreement shall be is governed by and interpreted shall be construed in accordance with the laws law of the State of New York, without regard to its choice of law rules. If any provision of this Agreement conflicts with or the application thereof to any statute person or rule circumstance is held invalid or unenforceable to any extent, the remainder of law this Agreement and the application of the State of New Yorkthat provision to other persons or circumstances shall not be affected thereby, or is otherwise unenforceable, such and that provision shall be deemed null and void only enforced to the greater extent of such conflict or unenforceability, and shall be deemed separate from, and shall not invalidate, any other provision of this Agreementpermitted by law.

Governing Law; Severability. This Agreement shall will be governed in all respects by and interpreted in accordance with the laws of the State of New York, York as such laws are applied to agreements between New York residents entered into and to be performed entirely within New York and without regard giving effect to its choice conflict of law ruleslaws principles. If any provision of this Agreement conflicts with any statute or rule is found by a court of law of the State of New York, or is otherwise competent jurisdiction to be unenforceable, such that provision shall be deemed null severed and void only the extent of such conflict or unenforceability, and shall be deemed separate from, and shall not invalidate, any other provision remainder of this AgreementAgreement shall continue in full force and effect.

Governing Law; Severability. This Agreement shall be governed by and interpreted construed in accordance with the laws of the State of New YorkYork applicable to agreements fully executed and to be performed therein, and without regard giving effect to its the choice of law rulesprinciples thereof. If any provision of this Agreement conflicts with any statute or rule of law of the State of New York, or is otherwise unenforceable, such provision shall be deemed null and void only held or made invalid by a court or regulatory agency decision, statute, rule or otherwise, the extent remainder of such conflict or unenforceability, this Agreement shall not be affected thereby and shall be deemed separate from, remain in full force and shall not invalidate, any other provision of this Agreementeffect.

Governing Law; Severability. This Agreement agreement shall be enforced, governed by and interpreted construed in accordance with the laws of New York applicable to agreements made and to be performed entirely within such State. In the State of New York, without regard to its choice of law rules. If event that any provision of this Agreement conflicts with agreement is invalid or unenforceable under any applicable statute or rule of law of the State of New Yorklaw, or is otherwise unenforceable, then such provision shall be deemed null and void only inoperative to the extent of such that it may conflict or unenforceability, therewith and shall be deemed separate from, and modified to conform with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not invalidate, affect the validity or enforceability of any other provision of this Agreementhereof.

Governing Law; Severability. This The validity, interpretation, construction, performance, and enforcement of this Agreement shall be governed by and interpreted in accordance with the laws of the State of New York without reference to New York, without regard to its 's choice of law rules. If The invalidity or unenforceability of any provision of this Agreement conflicts with any statute or rule of law of the State of New York, or is otherwise unenforceable, such provision shall be deemed null and void only the extent of such conflict or unenforceability, and shall be deemed separate from, and shall not invalidate, affect the validity or enforceability of any other provision of this Agreement.

Governing Law; Severability. This Agreement shall be governed by by, and interpreted construed in accordance with with, the internal laws of the State of New York, without regard to its choice of law rules. If any provision one or more of the provisions of this Agreement conflicts with Agreement, for any statute reason, is held to be invalid, illegal or rule of law of the State of New York, or is otherwise unenforceable, such provision shall be deemed null and void only the extent of such conflict invalidity, illegality or unenforceability, and shall be deemed separate from, and shall unenforceability will not invalidate, affect any other provision of this Agreement, and this Agreement will be construed without this invalid, illegal or unenforceable provision.

Governing Law; Severability. This Agreement shall be governed by and interpreted construed in accordance with the laws of the State of New York, York without regard to its choice of law rulesprinciples. If In the event any provision of this Agreement conflicts with any statute or rule is held by a tribunal of law of competent jurisdiction to be contrary to law, the State of New York, or is otherwise unenforceable, such provision shall be deemed null and void only the extent of such conflict or unenforceability, and shall be deemed separate from, and shall not invalidate, any other provision remaining provisions of this AgreementAgreement will remain in full force and effect.

Governing Law; Severability. This Agreement shall be governed by and interpreted --------------------------- construed in accordance with the laws of the State of New York. Each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, without regard to its choice of law rules. If but if any provision of this Agreement conflicts with any statute shall be prohibited by or rule of law of the State of New York, or is otherwise unenforceableinvalid under such law, such provision shall be deemed null and void only ineffective to the extent of such conflict prohibition or unenforceabilityinvalidity, and shall be deemed separate from, and shall not invalidate, any other without invalidating the remainder of such provision or the remaining provisions of this Agreement.

Governing Law; Severability. This Agreement shall will be governed by by, and interpreted construed and enforced in accordance with with, the laws of the State of New York, without regard to its choice the conflicts of law rulesprinciples thereof. If any provision of this Agreement conflicts with is prohibited or unenforceable in any statute or rule of law of the State of New Yorkjurisdiction, or is otherwise unenforceable, then such provision shall will, as to such jurisdiction, be deemed null and void only ineffective to the extent of such conflict prohibition or unenforceabilityunenforceability without invalidating the remaining provisions hereof, and shall be deemed separate from, and shall any such prohibition or unenforceability in any jurisdiction will not invalidate, invalidate or render unenforceable such provision in any other provision of this Agreementjurisdiction.

Governing Law; Severability. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York, without regard to its choice . The invalidity or unenforceability of law rules. If any provision of this the Agreement conflicts with any statute or rule of law of the State of New York, or is otherwise unenforceable, such provision shall be deemed null and void only the extent of such conflict or unenforceability, and shall be deemed separate from, and shall not invalidate, affect the validity or enforceability of any other provision of this Agreementprovision.

Governing Law; Severability. This Agreement shall be is governed by and interpreted shall be construed in accordance with the laws law of the State of New York, York (without regard to its choice conflict of law rulesinterest principles). If any provision of this Agreement conflicts with or the application thereof to any statute person or rule circumstance is held invalid or unenforceable to any extent, the remainder of law this Agreement and the application of the State of New Yorkthat provision to other persons or circumstances shall not be affected thereby, or is otherwise unenforceable, such and that provision shall be deemed null and void only enforced to the greater extent of such conflict or unenforceability, and shall be deemed separate from, and shall not invalidate, any other provision of this Agreementpermitted by law.

Governing Law; Severability. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York, without regard to its choice of law rules. If any term or provision of this Agreement conflicts with is held to be or rendered invalid or unenforceable at any statute or rule of law of the State of New York, or is otherwise unenforceabletime in any jurisdiction, such term or provision shall be deemed null and void only not affect the extent validity or enforceability of such conflict or unenforceability, and shall be deemed separate from, and shall not invalidate, any other provision terms or provisions of this Agreement, or the validity or enforceability of such affected terms or provisions at any other time or in any other jurisdiction.

Governing Law; Severability. This Agreement agreement shall be governed by and interpreted in accordance with and governed by the laws of the State of New York, without regard to its choice the principles of law rulesconflict of laws thereof. If any provision of this Agreement conflicts with any statute or rule of law of the State of New Yorkhereof would be invalid under applicable law, or is otherwise unenforceable, then such provision shall be deemed null and void only to be modified to the extent of such conflict or unenforceability, and necessary to render it valid while most nearly preserving its original intent. No provision hereof shall be deemed separate from, and shall not invalidate, any other affected as a result of another provision of this Agreementbeing held invalid.

Governing Law; Severability. This Agreement shall be governed by and interpreted in accordance with the internal laws of the State of New York, without regard to its choice principles of law rulesconflicts of law. If Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable Law, but if any provision of this Agreement conflicts with any statute shall be deemed prohibited or rule of law of the State of New York, or is otherwise unenforceableinvalid under such applicable Law, such provision shall be deemed null and void only ineffective to the extent of such conflict prohibition or unenforceabilityinvalidity, and shall be deemed separate from, and such prohibition or invalidity shall not invalidate, any invalidate the remainder of such provision or the other provision provisions of this Agreement.

Governing Law; Severability. This Agreement shall be is governed by and interpreted shall be construed in accordance with the laws of the State of New York, without regard giving effect to its choice principles of law rulesconflicts of laws. If any provision of this Agreement conflicts with or the application thereof to any statute person or rule circumstance is held invalid or unenforceable to any extent, the remainder of law this Agreement and the application of the State of New Yorkthat provision to other persons or circumstances shall not be affected thereby, or is otherwise unenforceable, such and that provision shall be deemed null and void only enforced to the greatest extent of such conflict or unenforceability, and shall be deemed separate from, and shall not invalidate, any other provision of this Agreementpermitted by law.

Governing Law; Severability. This Agreement shall be governed by by, and interpreted construed in accordance with with, the internal laws (as opposed to conflict of laws principles) of the State of New York. Wherever possible, without regard each provision of this Agreement shall be interpreted in such manner as to its choice of law rules. If be effective and valid under applicable law, but, if any provision of this Agreement conflicts with any statute shall be prohibited or rule of law of the State of New York, or is otherwise unenforceableinvalid under applicable law, such provision shall be deemed null and void ineffective only to the extent of such conflict prohibition or unenforceability, invalidity and shall be deemed separate from, and shall not invalidate, any other provision without invalidating the remaining provisions of this Agreement.

Governing Law; Severability. This Agreement shall be is governed by and interpreted will be construed in accordance with the laws of the State of New York, without regard to its choice of law rules. If any provision of this Agreement conflicts with or the application thereof to any statute person or rule of law of circumstance is held invalid or unenforceable to any extent, the State of New York, or is otherwise unenforceable, such provision shall be deemed null and void only the extent of such conflict or unenforceability, and shall be deemed separate from, and shall not invalidate, any other provision remainder of this AgreementAgreement and the application of that provision to other persons or circumstances will not be affected thereby and that provision will be enforced to the greatest extent permitted by law.

Governing Law; Severability. This Agreement shall be is governed by and interpreted will be construed in accordance with the laws of the State of New York, without regard giving effect to its choice any principles of law rules. If any provision conflicts of this Agreement conflicts with any statute or rule of law laws (whether of the State of New York, York or is otherwise unenforceable, such provision shall be deemed null and void only the extent of such conflict or unenforceability, and shall be deemed separate from, and shall not invalidate, any other jurisdiction) that would result in the application of the law of any other jurisdiction. Any provision of this AgreementAgreement which is prohibited or unenforceable in any jurisdiction will not invalidate the remaining provisions, and any such prohibition or unenforceability in any jurisdiction will not invalidate or render unenforceable such provision in any other jurisdiction.

Governing Law; Severability. This Agreement shall be governed by and interpreted in accordance with under the laws of the State of New York, York without regard giving effect to its choice conflicts of law rulesprinciples. If any provision hereof is found invalid or unenforceable, that part shall be amended to achieve as nearly as possible the same effect as the original provision and the remainder of this Agreement conflicts with any statute or rule of law of the State of New York, or is otherwise unenforceable, such provision shall be deemed null remain in full force and void only the extent of such conflict or unenforceability, and shall be deemed separate from, and shall not invalidate, any other provision of this Agreementeffect.

Governing Law; Severability. This Agreement shall be governed by and interpreted in accordance with the The laws of the State of New York, without regard to its choice excluding the rules on conflicts of law ruleslaws, shall govern the interpretation, validity, enforcement and any claim or controversy arising from this Agreement. If any provision of this Agreement conflicts with shall be determined to be illegal, unenforceable or invalid under any statute or rule of law of the State of New York, or is otherwise unenforceableLegal Requirement, such provision shall be deemed null void and void only the extent of such conflict or unenforceability, and shall be deemed separate from, and shall not invalidate, any other provision remainder of this AgreementAgreement shall continue in full force and effect. In such case, the parties shall in good faith attempt to modify or substitute such provision consistent with the original intent of the parties.

Governing Law; Severability. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York, without regard to its choice York in the United States of law rulesAmerica. If The invalidity or unenforceability of any provision of this the Agreement conflicts with any statute or rule of law of the State of New York, or is otherwise unenforceable, such provision shall be deemed null and void only the extent of such conflict or unenforceability, and shall be deemed separate from, and shall not invalidate, affect the validity or enforceability of any other provision of this Agreementprovision.

Governing Law; Severability. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York, without regard to its choice of law rulesTHIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. If any Any provision of this Agreement conflicts with which is prohibited or unenforceable in any statute or rule of law of the State of New Yorkjurisdiction shall, or is otherwise unenforceableas to such jurisdiction, such provision shall be deemed null and void only ineffective to the extent of such conflict prohibition or unenforceabilityunenforceability without invalidating the remaining provisions hereof, and shall be deemed separate from, and any such prohibition or unenforceability in any jurisdiction shall not invalidate, invalidate or render unenforceable such provision in any other provision of this Agreementjurisdiction.

Governing Law; Severability. This Agreement shall in all respects be governed by governed, construed, applied and interpreted enforced in accordance with the internal laws of the State of New York, without regard to its choice of law rules. If any provision In the event one or more provisions of this Agreement conflicts with any statute shall be invalid, illegal or rule of law unenforceable, the validity or enforceability of the State of New York, or is otherwise unenforceable, such provision shall be deemed null and void only the extent of such conflict or unenforceability, and shall be deemed separate from, and remaining provisions shall not invalidate, in any other provision of this Agreementway be affected.

Governing Law; Severability. This Agreement shall will be governed by and interpreted in accordance with under the laws of the State of New York, York without regard to its choice conflicts of law ruleslaws principles. If any provision of this Agreement conflicts with any statute or rule of law of the State of New York, or is otherwise unenforceable, such provision shall be deemed null and void only held or made invalid by a court or regulatory agency decision, statute, rule or otherwise, the extent remainder of such conflict or unenforceability, this Agreement shall not be affected thereby and shall be deemed separate from, remain in full force and shall not invalidate, any other provision of this Agreementeffect.

Governing Law; Severability. This Agreement shall be governed by and interpreted construed in accordance with the laws of the State of New York. If, without regard to its choice of law rules. If under such law, any provision portion of this Agreement conflicts is at any time deemed to be in conflict with any statute applicable statute, rule, judicial interpretation binding on the parties, regulation or rule of law of the State of New York, or is otherwise unenforceableordinance, such provision portion shall be deemed null to be modified or altered to conform thereto or, if that is not possible, to be omitted from this Agreement; and void only the extent invalidity of any such conflict or unenforceability, and shall be deemed separate from, and portion shall not invalidateaffect the force, any other provision effect and validity of this Agreementthe remaining portions hereof.

Governing Law; Severability. This Agreement shall be governed by and interpreted in accordance with construed according to the laws of the State of New York, without regard to its choice of law rules. If any provision of this Agreement conflicts with any statute or rule is found by a court of law of the State of New York, or is otherwise competent jurisdiction to be unenforceable, such that provision shall be deemed null severed and void only the extent of such conflict or unenforceability, and shall be deemed separate from, and shall not invalidate, any other provision remainder of this AgreementAgreement shall continue in full force and effect.

Governing Law; Severability. This Agreement shall be governed by and interpreted construed in accordance with the laws of the State of New York, without regard York of the United States of America with reference to its choice principles of law rulesconflict of laws. If Should any provision of this Agreement conflicts with any statute or rule be determined by a court of law of the State of New York, to be illegal or is otherwise unenforceable, such provision the other provisions shall be deemed null and void only the extent of such conflict or unenforceability, nevertheless remain effective and shall be deemed separate from, and shall not invalidate, any other provision of this Agreementremain enforceable.

Governing Law; Severability. This Agreement shall be a contract made under and governed by by, and interpreted construed in accordance with with, the laws of the State of New York, York without regard to its choice conflict of law ruleslaws principles. If Whenever 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 conflicts with any statute shall be prohibited by or rule of law of the State of New York, unenforceable or is otherwise unenforceableinvalid under applicable law, such provision shall be deemed null and void only ineffective to the extent of such conflict prohibition, unenforceability or unenforceabilityinvalidity, and shall be deemed separate from, and shall not invalidate, any other without invalidating the remainder of such provision or the remaining provisions of this the Agreement.

Governing Law; Severability. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York, without regard to its choice of law rules. If any provision of this Agreement conflicts with any statute is determined to be invalid or rule unenforceable by a court of law of the State of New York, or is otherwise unenforceablecompetent jurisdiction, such provision shall be deemed null and void only the extent of such conflict or unenforceability, and shall be deemed separate from, and determination shall not invalidate, affect the validity or enforceability of any other provision of this Agreement.

Governing Law; Severability. This Agreement shall be governed by and interpreted construed in accordance with the substantive laws of the State of New York, without regard to excluding its choice conflicts of law ruleslaws principles. If Any term or provision in the Agreement that may be invalid or unenforceable under the laws of any provision state or other jurisdiction shall not affect the validity or enforceability of this Agreement conflicts with any statute and its remaining terms and provisions and such invalid or rule of law of the State of New York, unenforceable term or is otherwise unenforceable, such provision shall be deemed null and void only the extent of such conflict or unenforceability, and shall not to be deemed separate from, and shall not invalidate, any other provision part of this Agreement.

Governing Law; Severability. This Agreement shall be governed by and interpreted --------------------------- construed in accordance with the laws of New York without giving effect to the State principles of New York, without regard to its choice conflict of law ruleslaws. If any provision of this Agreement conflicts with shall be declared null, void or unenforceable in whole or in part by any statute court, arbitrator or rule governmental agency, said provision shall survive to the extent it is not so declared and all the other provisions of law this Agreement shall remain in full force and effect unless, in each case, such declaration shall serve to deprive either Party of the State fundamental benefits of New York, or is otherwise unenforceable, such provision shall be deemed null and void only the extent of such conflict or unenforceability, and shall be deemed separate from, and shall not invalidate, any other provision of rights under this Agreement.

Governing Law; Severability. This Agreement shall be governed by and interpreted construed in accordance with the laws of the State of New York, without regard reference to its choice the conflict of law ruleslaws provisions thereof. If To the extent permitted by law, the unenforceability or invalidity of any provision or provisions of this Agreement conflicts with any statute or rule of law of the State of New York, or is otherwise unenforceable, such provision shall be deemed null and void only the extent of such conflict or unenforceability, and shall be deemed separate from, and shall not invalidate, render any other provision of this Agreementor provisions herein contained unenforceable or invalid.

Governing Law; Severability. This Agreement shall in all respects be subject to, and governed by and interpreted in accordance with by, the laws of the State of New York, without regard to its choice . The invalidity or unenforceability of law rules. If any provision of this in the Agreement conflicts with any statute or rule of law of the State of New York, or is otherwise unenforceable, such provision shall be deemed null and void only the extent of such conflict or unenforceability, and shall be deemed separate from, and shall not invalidate, in any way affect the validity or enforceability of any other provision of and this Agreement shall be construed in all respects as if such invalid or unenforceable provision had never been in the Agreement.

Governing Law; Severability. This The validity, interpretation, construction, performance, and enforcement of this Agreement shall be governed by and interpreted in accordance with the laws of the State of New York without reference to New York, without regard to its ’s choice of law rules. If The invalidity or unenforceability of any provision of this Agreement conflicts with any statute or rule of law of the State of New York, or is otherwise unenforceable, such provision shall be deemed null and void only the extent of such conflict or unenforceability, and shall be deemed separate from, and shall not invalidate, affect the validity or enforceability of any other provision of this Agreement.

Governing Law; Severability. This Agreement shall be governed by and interpreted in accordance with deemed a contract made under the laws of the State of New YorkYork and, without regard to its choice together with the rights and obligations of law rulesthe parties hereunder, shall be construed under and governed by the laws of such State other than conflicts of laws principles thereof. If The invalidity or unenforceability of any provision of this Agreement conflicts with any statute or rule of law of the State of New York, or is otherwise unenforceable, such provision shall be deemed null and void only the extent of such conflict or unenforceability, and shall be deemed separate from, and shall not invalidate, affect the validity or enforceability of any other provision of this Agreementhereof.

Governing Law; Severability. This The validity, interpretation, construction and performance of this Agreement shall be governed by and interpreted in accordance with the laws of the State of New York, without regard to its choice . The invalidity or unenforceability of law rules. If any provision of this Agreement conflicts with any statute or rule of law of the State of New York, or is otherwise unenforceable, such provision shall be deemed null and void only the extent of such conflict or unenforceability, and shall be deemed separate from, and shall not invalidate, affect the validity or enforceability of any other provision of this Agreement.

Governing Law; Severability. This Agreement shall be governed by and interpreted construed in accordance with the laws Laws of the State of New York, without regard to its choice any applicable conflicts of law rulesLaws. If any provision The provisions of this Agreement conflicts with any statute are severable and the invalidity of one or rule of law more of the State of New York, or is otherwise unenforceable, such provision shall be deemed null and void only the extent of such conflict or unenforceability, and shall be deemed separate from, and provisions herein shall not invalidate, have any effect upon the validity or enforceability of any other provision of this Agreementprovision.

Governing Law; Severability. This Agreement shall be governed by and interpreted construed in accordance with the laws of New York without giving effect to the State principles of New York, without regard to its choice conflict of law ruleslaws. If any provision of this Agreement conflicts with shall be declared null, void or unenforceable in whole or in part by any statute court, arbitrator or rule governmental agency, said provision shall survive to the extent it is not so declared and all the other provisions of law this Agreement shall remain in full force and effect unless, in each case, such declaration shall serve to deprive any of the State parties hereto of New York, the fundamental benefits of or is otherwise unenforceable, such provision shall be deemed null and void only the extent of such conflict or unenforceability, and shall be deemed separate from, and shall not invalidate, any other provision of rights under this Agreement.

Governing Law; Severability. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York, without regard to its choice the conflicts of law ruleslaws principles thereof. If The invalidity or unenforceability of any provision of this the Agreement conflicts with any statute or rule of law of the State of New York, or is otherwise unenforceable, such provision shall be deemed null and void only the extent of such conflict or unenforceability, and shall be deemed separate from, and shall not invalidate, affect the validity or enforceability of any other provision of this Agreementprovision.

Governing Law; Severability. This Agreement shall be governed by and interpreted construed and enforced in accordance with the laws and decisions of the State of New York, York applicable to contracts made and to be performed therein without regard giving effect to its choice the principles of law rulesconflict of laws. If any provision of this Agreement conflicts with any statute or rule of law of the State of New York, or is otherwise unenforceable, such provision shall be deemed null and void only the extent of such conflict or unenforceability, and shall be deemed separate from, and shall not invalidate, any other provision of this Agreement.(d)