Washington Uses in Governing Law; Jurisdiction Clause

Governing Law; Jurisdiction from Asset Purchase Agreement

THIS ASSET PURCHASE AGREEMENT (this Agreement) is made and entered into and effective as of the 15th day of February, 2017, by and among Guaranteed Rate Affinity, LLC, a Delaware limited liability company (Buyer), PHH Home Loans, LLC, a Delaware limited liability company (HL), RMR Financial, LLC, a Californian limited liability company and wholly-owned subsidiary of HL (RMR, and together with HL, Sellers, and each a Seller) and PHH Corporation, a Maryland corporation (PHH and, together with Sellers, the PHH Parties). Each of Buyer, and each PHH Party is referred to as a Party and, collectively, the Parties.

Governing Law; Jurisdiction. (a) This Agreement, and all claims or causes of action based upon, arising out of, or related to this Agreement or the Transactions, will be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to principles or rules of conflict of Laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction. (b) Any Action based upon, arising out of or related to this Agreement or the Transactions will be brought in a Delaware state court or the United States District Court for the District of Delaware, and each of the Parties irrevocably submits to the exclusive jurisdiction of each such court in any such Action, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the Actions will be heard and determined only in any such court, and agrees not to bring any Action arising out of or relating to this Agreement or the Transactions in any other court. Nothing herein contained will be deemed to affect the right of any Party to serve process in any manner permitted by Law or to commence legal proceedings or otherwise proceed against any other Party in any other jurisdiction, in each case, to enforce judgments obtained in any Action brought pursuant to this Section 8.4(b).

GOVERNING LAW; JURISDICTION from Amended and Restated Employment Agreement

THIS EMPLOYMENT AGREEMENT (Agreement) is entered into by and between Robert Dzielak (Executive) and Expedia, Inc., a Delaware corporation (the Company), and is effective as of the date this Agreement is executed by Employee (the Effective Date).

GOVERNING LAW; JURISDICTION. This Agreement and the legal relations thus created between the parties hereto shall be governed by and construed under and in accordance with the internal laws of the State of Washington without reference to the principles of conflicts of laws. Any and all disputes between the parties which may arise pursuant to this Agreement will be heard and determined before an appropriate federal court in Washington, or, if not maintainable therein, then in an appropriate Washington state court. The parties acknowledge that such courts have jurisdiction to interpret and enforce the provisions of this Agreement, and the parties consent to, and waive any and all objections that they may have as to, personal jurisdiction and/or venue in such courts.

Governing Law; Jurisdiction from Amended and Restated Employment Agreement

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this Agreement), dated as of January 6, 2015 (the Effective Date), is by and between CYTODYN INC., a Colorado corporation (the Company) and Nader Pourhassan (the Executive).

Governing Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Washington, without regard to principles of conflicts of law. Any and all actions arising out of this Agreement or Employees employment by Company or termination therefrom shall be brought and heard in the state and federal courts of the State of Washington and the parties hereto hereby irrevocably submit to the exclusive jurisdiction of any such courts. THE COMPANY AND THE EXECUTIVE HEREBY WAIVE THEIR RESPECTIVE RIGHT TO TRIAL BY JURY IN ANY ACTION CONCERNING THIS AGREEMENT OR ANY AND ALL MATTERS ARISING DIRECTLY OR INDIRECTLY HEREFROM AND REPRESENT THAT THEY HAVE CONSULTED WITH COUNSEL OF THEIR CHOICE OR HAVE CHOSEN VOLUNTARILY NOT TO DO SO SPECIFICALLY WITH RESPECT TO THIS WAIVER.

Governing Law; Jurisdiction from Employment Agreement

This EMPLOYMENT AGREEMENT (this Agreement), dated as of January 6, 2015 (the Effective Date), is by and between CYTODYN INC., a Colorado corporation (the Company) and Michael D. Mulholland (the Executive).

Governing Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Washington, without regard to principles of conflicts of law. Any and all actions arising out of this Agreement or Employees employment by Company or termination therefrom shall be brought and heard in the state and federal courts of the State of Washington and the parties hereto hereby irrevocably submit to the exclusive jurisdiction of any such courts. THE COMPANY AND THE EXECUTIVE HEREBY WAIVE THEIR RESPECTIVE RIGHT TO TRIAL BY JURY IN ANY ACTION CONCERNING THIS AGREEMENT OR ANY AND ALL MATTERS ARISING DIRECTLY OR INDIRECTLY HEREFROM AND REPRESENT THAT THEY HAVE CONSULTED WITH COUNSEL OF THEIR CHOICE OR HAVE CHOSEN VOLUNTARILY NOT TO DO SO SPECIFICALLY WITH RESPECT TO THIS WAIVER.

Governing Law; Jurisdiction from Employment Agreement

This EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into this [ ] day of [ ] 2013 (the "Effective Date") by and between [ ] (the "Executive") and PharmAthene, Inc., a Delaware corporation ("PharmAthene" or the "Company").

Governing Law; Jurisdiction. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the state of [Maryland] [Washington] applicable to a contract made and to be performed therein. Any action to enforce any of the provisions of this Agreement shall be brought in a court of the state of [Maryland] [Washington] or in Federal court located within that State. The parties consent to the jurisdiction of such courts and to the service of process in any manner provided by [Maryland] [Washington] law. Each party irrevocably waives any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in such court and any claim that such suit, action or proceeding brought in such court has been brought in an inconvenient forum and agrees that service of process in accordance with the foregoing shall be deemed in every respect effective and valid personal service of process upon such party.

Governing Law; Jurisdiction from Agreement

Page ARTICLE I TERMS OF THE MERGER 1 1.1 The Merger 1 1.2 Merger Consideration 3 1.3 Exchange Procedure 3 1.4 Options and Warrants 5 1.5 Dissenting Stockholders; Appraisal Rights 5 1.6 Sponsor Agreement 5 ARTICLE II REPRESENTATIONS AND WARRANTIES OF LI3 6 2.1 Due Organization and Good Standing 6 2.2 Capitalization of Li3 7 2.3 Subsidiaries 8 2.4 Authorization; Binding Agreement 9 2.5 Government Approvals 9 2.6 No Violations 10 2.7 SEC Filings and Li3 Financial Statements 11 2.8 Absence of Certain Changes 12 2.9 Absence of Undisclosed Liabilities 13 2.10 Compliance with Laws 13 2.11 Regulatory Agreements; Permits; Qualifications 13 2.12 Litigation 14 2.13 Restrictions on Business Activities 14 2.14 Material Co

Governing Law; Jurisdiction. This Agreement shall be governed by, construed and enforced in accordance with the Laws of the State of New York without regard to the conflict of laws principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York. The Parties hereto hereby (A) submit to the exclusive jurisdiction of any state or federal court located in New York, New York, for the purpose of any Action arising out of or relating to this Agreement brought by any Party hereto and (B) irrevocably waive, and agree not to assert by way of motion, defense or otherwise, in any such Action, any claim that he, she or it is not subject personally to the jurisdiction of the above-named courts, that his, her or property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any of the above-named courts. Each Party agrees that a final judgment in any action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of himself, herself or itself, or his, her or its property, by personal delivery of copies of such process to such Party. Nothing in this Section 9.4 shall affect the right of any Party to serve legal process in any other manner permitted by Law.

Governing Law; Jurisdiction from Agreement

Page ARTICLE I TERMS OF THE MERGER 1 1.1 The Merger 1 1.2 Merger Consideration 3 1.3 Exchange Procedure 3 1.4 Options and Warrants 5 1.5 Dissenting Stockholders; Appraisal Rights 5 1.6 Sponsor Agreement 5 ARTICLE II REPRESENTATIONS AND WARRANTIES OF LI3 6 2.1 Due Organization and Good Standing 6 2.2 Capitalization of Li3 7 2.3 Subsidiaries 8 2.4 Authorization; Binding Agreement 9 2.5 Government Approvals 9 2.6 No Violations 10 2.7 SEC Filings and Li3 Financial Statements 11 2.8 Absence of Certain Changes 12 2.9 Absence of Undisclosed Liabilities 13 2.10 Compliance with Laws 13 2.11 Regulatory Agreements; Permits; Qualifications 13 2.12 Litigation 14 2.13 Restrictions on Business Activities 14 2.14 Material Co

Governing Law; Jurisdiction. This Agreement shall be governed by, construed and enforced in accordance with the Laws of the State of New York without regard to the conflict of laws principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York. The Parties hereto hereby (A) submit to the exclusive jurisdiction of any state or federal court located in New York, New York, for the purpose of any Action arising out of or relating to this Agreement brought by any Party hereto and (B) irrevocably waive, and agree not to assert by way of motion, defense or otherwise, in any such Action, any claim that he, she or it is not subject personally to the jurisdiction of the above-named courts, that his, her or property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any of the above-named courts. Each Party agrees that a final judgment in any action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of himself, herself or itself, or his, her or its property, by personal delivery of copies of such process to such Party. Nothing in this Section 9.4 shall affect the right of any Party to serve legal process in any other manner permitted by Law.

GOVERNING LAW; JURISDICTION from Amended and Restated Employment Agreement

THIS EMPLOYMENT AGREEMENT (Agreement) is entered into by and between Robert Dzielak (Executive) and Expedia, Inc., a Delaware corporation (the Company), and is effective as of May 9, 2012 (the Effective Date).

GOVERNING LAW; JURISDICTION. This Agreement and the legal relations thus created between the parties hereto shall be governed by and construed under and in accordance with the internal laws of the State of Washington without reference to the principles of conflicts of laws. Any and all disputes between the parties which may arise pursuant to this Agreement will be heard and determined before an appropriate federal court in Washington, or, if not maintainable therein, then in an appropriate Washington state court. The parties acknowledge that such courts have jurisdiction to interpret and enforce the provisions of this Agreement, and the parties consent to, and waive any and all objections that they may have as to, personal jurisdiction and/or venue in such courts.

Governing Law; Jurisdiction from Agreement and Plan of Merger

This Agreement and Plan of Merger (this Agreement) is made and entered into as of May 2, 2012, by and among Zillow, Inc., a Washington corporation (Parent), Renegade Acquisition, Inc., a Delaware corporation and wholly owned subsidiary of Parent (Merger Sub), RentJuice Corporation, a Delaware corporation (the Company), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the Stockholder Representative.

Governing Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Washington. In any action among or between any of the parties arising out of or relating to this Agreement, including any action seeking equitable relief, each of the parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the state and federal courts located in King County, Washington.

GOVERNING LAW; JURISDICTION from Amended and Restated Employment Agreement

THIS EMPLOYMENT AGREEMENT (Agreement) is entered into by and between Mark D. Okerstrom (Executive) and Expedia, Inc., a Delaware corporation (the Company), and is effective as of October 20, 2011 (the Effective Date).

GOVERNING LAW; JURISDICTION. This Agreement and the legal relations thus created between the parties hereto shall be governed by and construed under and in accordance with the internal laws of the State of Washington without reference to the principles of conflicts of laws. Any and all disputes between the parties which may arise pursuant to this Agreement will be heard and determined before an appropriate federal court in Washington, or, if not maintainable therein, then in an appropriate Washington state court. The parties acknowledge that such courts have jurisdiction to interpret and enforce the provisions of this Agreement, and the parties consent to, and waive any and all objections that they may have as to, personal jurisdiction and/or venue in such courts.