Common use of Governing Law, Successor and Assigns, Waiver Clause in Contracts

Governing Law, Successor and Assigns, Waiver. This New Account Agreement and its enforcement, and each transaction entered into hereunder and all matters arising in connection with this New Account Agreement and transactions hereunder shall be governed by, and construed in accordance with, the laws of the State of New York, without reference to its choice of law doctrine, and its provisions shall cover individually and collectively all Accounts which Client may maintain with GS&Co., provided, however, this shall not otherwise limit GS from exercising rights available under any other agreement or by operation of law or otherwise. Client understands that federal and state laws, and the rules and regulations of Exchanges and self-regulatory organizations, are subject to change, and therefore GS may be required to change its procedures to conform to applicable law. This New Account Agreement is binding upon and inures to the benefit of GS, Client and our respective legal representatives, successors and permitted assigns. Neither GS&Co. nor Client may assign its rights or delegate its obligations under this New Account Agreement, in whole or in part, without the prior written consent of the other party, except for an assignment and delegation by GS&Co. of all of GS&Co.'s rights and obligations hereunder to any affiliate or successor, which may be undertaken without giving Client notice. Notwithstanding the foregoing, any actions taken by or authorized to be taken by GS&Co. under this New Account Agreement may be taken by or through the use of agents of GS&Co., including GS, and any actions taken by or authorized to be taken by GS under this New Account Agreement may be taken by or through the use of agents of GS. No waiver of any provision of this New Account Agreement shall be deemed a waiver of any other provision, or a continuing waiver of the provision or provisions so waived. All waivers and modifications must be in writing. Any purported assignment in violation of this Section 24 will be void.

Governing Law, Successor and Assigns, Waiver. This New Account Agreement and its enforcement, and each transaction entered into hereunder and all matters arising in connection with this New Account Agreement and transactions hereunder shall be governed by, and construed in accordance with, the laws of the State of New York, without reference to its choice of law doctrine, and its provisions shall cover individually and collectively all Accounts which Client may maintain with GS&Co., provided, however, this shall not otherwise limit GS from exercising rights available under any other agreement or by operation of law or otherwise. As between Client and GS, both agree that the securities intermediary’s jurisdiction, within the meaning of Section 8- 110(e) of the UCC, in respect of the Account is the State of New York and the law applicable to all the issues specified in Article 2(1) of the Hague Convention on the Law Applicable to Certain Rights in Respect of Securities Held with an Intermediary (“Hague Securities Convention”) is the law in force in the State of New York and agree that none of them has or will enter into any agreement to the contrary. Client understands that federal and state laws, and the rules and regulations of Exchanges and any applicable self-regulatory organizations, are subject to change, and therefore GS may be required to change its procedures to conform to applicable law. This New Account Agreement is binding upon and inures to the benefit of GS, Client and our their respective legal representatives, successors and permitted assigns. Neither GS&Co. nor Client may assign its rights or delegate its obligations under this New Account Agreement, in whole or in part, without the prior written consent of the other party, except for an assignment and delegation by GS&Co. of all of GS&Co.'s ’s rights and obligations hereunder to any affiliate or successor, which may be undertaken without giving Client notice. Notwithstanding the foregoing, any actions taken by or authorized to be taken by GS&Co. under this New Account Agreement may be taken by or through the use of agents of GS&Co., including GS, and any actions taken by or authorized to be taken by GS under this New Account Agreement may be taken by or through the use of agents of GS. No waiver of any provision of this New Account Agreement shall be deemed a waiver of any other provision, or a continuing waiver of the provision or provisions so waived. All Except as otherwise provided herein, all waivers and modifications must be in writingwriting signed by the party against whom it is to be enforced. Any purported assignment in violation of this Section 24 will be void.

Governing Law, Successor and Assigns, Waiver. This New Account Agreement and its enforcement, and each transaction entered into hereunder and all matters arising in connection with this New Account Agreement and transactions hereunder shall be governed by, and construed in accordance with, the laws of the State of New York, without reference to its choice of law doctrine, and its provisions shall cover individually and collectively all Accounts which Client may maintain with GS&Co., provided, however, this shall not otherwise limit GS from exercising rights available under any other agreement or by operation of law or otherwise. As between Client and GS, both agree that the securities intermediary’s jurisdiction, within the meaning of Section 8- 110(e) of the UCC, in respect of the Account is the State of New York and the law applicable to all the issues specified in Article 2(1) of the Hague Convention on the Law Applicable to Certain Rights in Respect of Securities Held with an Intermediary (“Hague Securities Convention”) is the law in force in the State of New York and agree that none of them has or will enter into any agreement to the contrary. Client understands that federal and state laws, and the rules and regulations of Exchanges and self-regulatory organizations, are subject to change, and therefore GS may be required to change its procedures to conform to applicable law. This New Account Agreement is binding upon and inures to the benefit of GS, Client and our their respective legal representatives, successors and permitted assigns. Neither GS&Co. nor Client may assign its rights or delegate its obligations under this New Account Agreement, in whole or in part, without the prior written consent of the other party, except for an assignment and delegation by GS&Co. of all of GS&Co.'s ’s rights and obligations hereunder to any affiliate or successor, which may be undertaken without giving Client notice. Notwithstanding the foregoing, any actions taken by or authorized to be taken by GS&Co. under this New Account Agreement may be taken by or through the use of agents of GS&Co., including GS, and any actions taken by or authorized to be taken by GS under this New Account Agreement may be taken by or through the use of agents of GS. No waiver of any provision of this New Account Agreement shall be deemed a waiver of any other provision, or a continuing waiver of the provision or provisions so waived. All waivers and modifications must be in writing. Any purported assignment in violation of this Section 24 will be void.

Governing Law, Successor and Assigns, Waiver. This New Account Agreement and its enforcement, and each transaction entered into hereunder and all matters arising in connection with this New Account Agreement and transactions hereunder shall be governed by, and construed in accordance with, the laws of the State of New York, without reference to its choice of law doctrine, and its provisions shall cover individually and collectively all Accounts which Client may maintain with GS&Co., provided, however, this shall not otherwise limit GS from exercising rights available under any other agreement or by operation of law or otherwise. As between Client and GS, both agree that the securities intermediary's jurisdiction, within the meaning of Section 8-110(e) of the UCC, in respect of the Account is the State of New York and the law applicable to all the issues specified in Article 2(1) of the Hague Convention on the Law Applicable to Certain Rights in Respect of Securities Held with an Intermediary (“Hague Securities Convention”) is the law in force in the State of New York and agree that none of them has or will enter into any agreement to the contrary. Client understands that federal and state laws, and the rules and regulations of Exchanges and self-any applicable self- regulatory organizations, are subject to change, and therefore GS may be required to change its procedures to conform to applicable law. This New Account Agreement is binding upon and inures to the benefit of GS, Client and our their respective legal representatives, successors and permitted assigns. Neither GS&Co. nor Client may assign its The rights or delegate its and obligations of the parties under this New Account AgreementAgreement shall not be assigned, in whole or in part, by either party without the prior written consent of the other party, party and any purported assignment absent such consent shall be null and void except for an assignment and delegation by GS&Co. of its rights and obligations hereunder (in whatever form GS&Co. determines may be appropriate) to a partnership, corporation, trust or other organization in whatever form that succeeds to all or substantially all of GS&Co.'s rights assets and business and that assumes such obligations hereunder to by contract, operation of law or otherwise. Upon any affiliate such assignment GS&Co. shall be relieved of and fully discharged from all obligations hereunder, whether such obligations arose before or successor, which may be undertaken without giving Client noticeafter such assignment. Notwithstanding the foregoing, any actions taken by or authorized to be taken by GS&Co. under this New Account Agreement may be taken by or through the use of agents of GS&Co., including GS, and any actions taken by or authorized to be taken by GS under this New Account Agreement may be taken by or through the use of agents of GS. No waiver of any provision of this New Account Agreement shall be deemed a waiver of any other provision, or a continuing waiver of the provision or provisions so waived. All Except as otherwise provided herein, all waivers and modifications must be in writingwriting signed by the party against whom it is to be enforced. Any purported assignment in violation of this Section 24 will be void.

Governing Law, Successor and Assigns, Waiver. This New Account Agreement and its enforcement, and each transaction entered into hereunder and all matters arising in connection with this New Account Agreement and transactions hereunder shall be governed by, and construed in accordance with, the laws of the State of New York, without reference to its choice of law doctrine, and its provisions shall cover individually and collectively all Accounts which Client may maintain with GS&Co.with, provided, however, this shall not otherwise limit GS from exercising rights available under any other agreement or by operation of law or otherwise. Client understands that federal and state laws, and the rules and regulations of Exchanges and self-regulatory organizations, are subject to change, and therefore GS may be required to change its procedures to conform to applicable law. This New Account Agreement is binding upon and inures to the benefit of GSof, Client and our respective legal representatives, successors and permitted assigns. Neither GS&Co. nor Client may assign its rights or delegate its obligations under this New Account Agreement, in whole or in part, without the prior written consent of the other party, except for an assignment and delegation by GS&Co. of all of GS&Co.'s rights and obligations hereunder to any affiliate or successor, which may be undertaken without giving Client notice. Notwithstanding the foregoing, any actions taken by or authorized to be taken by GS&Co. under this New Account Agreement may be taken by or through the use of agents of GS&Co., including GSincluding, and any actions taken by or authorized to be taken by GS under this New Account Agreement may be taken by or through the use of agents of GSof. No waiver of any provision of this New Account Agreement shall be deemed a waiver of any other provision, or a continuing waiver of the provision or provisions so waived. All waivers and modifications must be in writing. Any purported assignment in violation of this Section 24 will be void.