Delaware Law to Govern This Agreement shall be construed and administered in accordance with and governed by the laws of the State of Delaware (without giving effect to any conflict or choice of laws provisions thereof that would cause the application of the domestic substantive laws of any other jurisdiction).
Laws Applicable to Construction; Consent to Jurisdiction The interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of Delaware without reference to principles of conflict of laws, as applied to contracts executed in and performed wholly within the State of Delaware. In addition to the terms and conditions set forth in this Agreement, the Restricted Stock Units are subject to the terms and conditions of the Plan, which is hereby incorporated by reference.
Waiver of Rule of Construction Each Party has had the opportunity to consult with counsel in connection with the review, drafting and negotiation of this Agreement. Accordingly, the rule of construction that any ambiguity in this Agreement shall be construed against the drafting Party shall not apply.
Interpretation and Rules of Construction In this Agreement, except to the extent otherwise provided or that the context otherwise requires:
No Strict Construction; Interpretation (a) Distributing and Spinco each acknowledge that this Agreement has been prepared jointly by the parties hereto and shall not be strictly construed against any party hereto.
Laws Applicable to Construction The interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of Delaware as applied to contracts executed in and performed wholly within the State of Delaware, without reference to principles of conflict of laws.
LAW TO GOVERN This Agreement is executed and delivered in the State of Texas and shall be governed, construed, and enforced in accordance with the laws of the State of Texas.
Manner of Construction All Alterations performed by or on behalf of Tenant shall be performed: (a) at Tenant’s sole cost and expense, which shall include, without limitation, payment to Landlord (to the extent required to be paid by Landlord to Master Landlord under Section 8.2 of the Master Lease) of Master Landlord’s reasonable out-of-pocket costs incurred by Master Landlord to review Tenant’s plans and specifications for the Alterations; (b) in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord and Master Landlord (and approved by Landlord and Master Landlord, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord and Master Landlord (and Landlord shall cause Master Landlord to not unreasonably withhold consent) (except that pursuant to the Master Lease, Master Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Master Landlord’s reasonable, non-discriminatory construction rules and regulations (which Landlord shall make available or cause Master Landlord to make available to Tenant upon request); and (f) in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere with Master Landlord’s normal and customary business operations at the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary uses. In addition, prior to the commencement of such Alterations, Tenant shall provide Landlord and Master Landlord with evidence that Tenant or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval to the extent allowed under the Master Lease) (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Master Landlord under the Master Lease may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as a result of the performance by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord and Master Landlord harmless from and against all Claims in connection with any such liens.
