D.C. Uses in Governing Law Clause

Governing Law from Agreement and Plan of Reorganization

AGREEMENT AND PLAN OF REORGANIZATION, dated as of July 14, 2014, by and among TOWNEBANK, a Virginia banking corporation ("Parent"), FRANKLIN FINANCIAL CORPORATION, a Virginia corporation (the "Company"), and FRANKLIN FEDERAL SAVINGS BANK, a federally chartered savings bank and wholly owned subsidiary of the Company ("Bank Subsidiary").

Governing Law. This Agreement shall be governed by, and interpreted in accordance with, the laws of the Commonwealth of Virginia applicable to contracts made and to be performed entirely within such Commonwealth.

Governing Law from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER, dated as of January 22, 2014 (this "Agreement"), by and between HomeTrust Bancshares, Inc., a Maryland corporation ("HomeTrust"), and Jefferson Bancshares, Inc., a Tennessee corporation ("Jefferson", and together with HomeTrust, the "Parties").

Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Maryland applicable to contracts made and performed entirely within such state, without regard to any applicable conflicts of law principles or any other principle that could require the application of the application of the law of any other jurisdiction.

Governing Law from Equity Distribution Agreement

Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS PRINCIPLES OF CONFLICTS OF LAW.

Governing Law from Equity Distribution Agreement

Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS PRINCIPLES OF CONFLICTS OF LAW.

Governing Law from Stock Purchase Agreement by and Among

THIS STOCK PURCHASE AGREEMENT (this Agreement) is made as of July 15, 2011, by and among VP Acquisition Holdings, Inc., a Delaware corporation (the Company), the Persons identified as Stockholders of the Company listed on the signature pages hereto (each, a Stockholder, and collectively, the Stockholders), the Persons identified as Optionholders on the signature pages hereto (each, an Optionholder, and collectively, the Optionholders), and the Persons listed on Exhibit C hereto and which have, or by the Closing Date will have, joined in this Agreement pursuant to a Joinder Agreement (the Joinder Agreements) in the form attached hereto as Exhibit D (together with the Stockholders and the Optionholders sometimes referred to herein as the Securityholders, and each, a Securityholder), ACAS, in its capacity as the Securityholder Representative (the Securityholder Representative), and Nordson Corporation, an Ohio corporation (the Buyer). Unless otherwise provided, capitalized terms used here

Governing Law. All issues and questions concerning the construction, validity, interpretation and enforceability of this Agreement and the exhibits and Schedules hereto shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

Governing Law from Agreement and Plan of Merger

THIS AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of December 13, 2007, is by and between Community Bankers Acquisition Corp., a Delaware corporation (CBAC) and BOE Financial Services of Virginia, Inc., a Virginia corporation (BOE).

Governing Law. Regardless of any conflict of law or choice of law principles that might otherwise apply, the Parties agree that this Agreement shall be governed by and construed in all respects in accordance with the laws of the Commonwealth of Virginia, except to the extent that the laws of the State of Delaware apply to the Merger. The Parties all expressly agree and acknowledge that the Commonwealth of Virginia has a reasonable relationship to the Parties and/or this Agreement.

Governing Law from Agreement and Plan of Merger and Reorganization

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (Agreement), dated October 12, 2007 (the Agreement Date), by and among (i) ATS Corporation, a Delaware corporation (ATS); (ii) ATS NSS Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of ATS (the Merger Sub); (iii) Number Six Software, Inc., a Delaware corporation (NSS); (iv) Blue Water Venture Fund III, LLC, Bakke Enterprises L.L.C., the estate of Brian Lyons, Ralph Alexander and Dennis Leggett (collectively, the Principal Stockholders and together with the other stockholders of NSS listed on Exhibit A, the Stockholders); (v) and Ralph Alexander, in his capacity as the Stockholders Representative (as defined in Section 1.1).

Governing Law. This Agreement shall in all respects be governed by, and construed in accordance with, the laws (excluding conflicts of laws rules and principles) of the State of Delaware applicable to agreements made and to be performed entirely within the State of Delaware, including all matters of construction, validity and performance.

Governing Law from Employment Agreement

THIS EMPLOYMENT AGREEMENT dated as of March 10, 2006 (Agreement), is by and between Transaction Network Services, Inc., a Delaware corporation

Governing Law. This Agreement is governed by and shall be construed in accordance with the laws of the Commonwealth of Virginia, without reference to the principles of conflict of laws therein. Executive agrees to submit to personal jurisdiction and venue in the Commonwealth of Virginia.

Governing Law from Employment Agreement

THIS EMPLOYMENT AGREEMENT dated as of March 10, 2006 (Agreement), is by and between Transaction Network Services, Inc., a Delaware corporation (the Company), and its parent, TNS, Inc., a Delaware corporation (Parent), on the one hand (collectively, TNS), and Edward OBrien (Executive), on the other hand. (The Company, Parent and Executive will be referred to collectively as the Parties and may each be referred to individually as a Party).

Governing Law. This Agreement is governed by and shall be construed in accordance with the laws of the Commonwealth of Virginia, without reference to the principles of conflict of laws therein. Executive agrees to submit to personal jurisdiction and venue in the Commonwealth of Virginia.

Governing Law from Employment Agreement

THIS EMPLOYMENT AGREEMENT dated as of March 10, 2006 (Agreement), is by and between Transaction Network Services, Inc., a Delaware corporation (the Company), and its parent, TNS, Inc., a Delaware corporation (Parent), on the one hand (collectively, TNS), and John J. McDonnell III (Executive), on the other hand. (The Company, Parent and Executive will be referred to collectively as the Parties and may each be referred to individually as a Party).

Governing Law. This Agreement is governed by and shall be construed in accordance with the laws of the Commonwealth of Virginia, without reference to the principles of conflict of laws therein. Executive agrees to submit to personal jurisdiction and venue in the Commonwealth of Virginia.