Common use of Governing Law; Jurisdiction Clause in Contracts

Governing Law; Jurisdiction. This Agreement shall be construed in accordance with the laws of the State of New York (without regard to conflicts of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

Governing Law; Jurisdiction. This The interpretation and performance of this Agreement shall be construed in accordance with and shall be controlled by the laws of the State of New York (without regard as though this Agreement is made and performed entirely in New York. With respect to conflicts of laws principles), and any claim or controversy arising from this Agreement or performance hereunder within the obligations, rights and remedies subject matter jurisdiction of the parties hereunder shall be determined in accordance with such lawsFederal or State courts of the State of New York, the Parties consent to the exclusive jurisdiction and venue of said courts.

Governing Law; Jurisdiction. This Agreement shall be construed in accordance with with, and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, the laws law of the State of New York York, without giving effect to its conflict of law provisions (without regard to conflicts of laws principles), other than Sections 5-1401 and the obligations, rights and remedies 5-1402 of the New York General Obligations Law). The parties hereunder shall be determined in accordance with such lawshereto agree to the non-exclusive jurisdiction of any federal courts located within the state of New York.

Governing Law; Jurisdiction. This Agreement shall be construed construed, performed, and enforced in accordance with with, and governed by, the internal laws of the State of New York (York, without regard giving effect to the principles of conflicts of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such lawsthereof.

Governing Law; Jurisdiction. This The interpretation and performance of this Agreement shall be construed in accordance with and shall be controlled by the laws of the State of New York (without regard as though this Agreement was made and performed entirely in New York. With respect to conflicts of laws principles), and any claim or controversy arising from this Agreement or performance hereunder within the obligations, rights and remedies subject matter jurisdiction of the parties hereunder shall be determined in accordance with such lawsFederal or State Courts of the State of New York, the Parties consent to the exclusive jurisdiction and venue of said courts.

Governing Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with with, the laws of the State of New York (without regard to conflicts of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such lawsYork.

Governing Law; Jurisdiction. (a) This Agreement shall be construed in accordance with and governed by the laws law of the State of New York (without regard to conflicts of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such lawsYork.

Governing Law; Jurisdiction. This Agreement shall be construed in accordance with the laws of the State of New York (without regard to conflicts of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

Governing Law; Jurisdiction. This Agreement shall be construed in accordance with the laws of the State of New York (without regard to conflicts of laws principles)York, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with and subject to, the laws of the State of New York (without regard applicable to conflicts agreements made and to be performed entirely within such state. The courts of laws principles), New York and the obligations, rights and remedies of United States District Courts for New York shall have jurisdiction over the parties hereunder shall be determined with respect to any dispute or controversy between them arising under or in accordance connection with such lawsthis Agreement.

Governing Law; Jurisdiction. This Agreement shall be construed in accordance with and governed by the laws law of the State of New York (without regard to conflicts of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such lawsYork.

Governing Law; Jurisdiction. This Agreement shall be construed construed, performed, and enforced in accordance with with, and governed by, the internal laws of the State of New York (York, without regard giving effect to the principles of conflicts of laws principles), thereof. Each party hereby consents to the personal jurisdiction and venue of any court of competent jurisdiction in the obligations, rights and remedies State of the parties hereunder shall be determined in accordance with such lawsNew York.

Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with with, the laws of the State of New York (without regard applicable to conflicts contracts executed in and to be performed entirely within that State, regardless of the laws that might otherwise govern under any applicable conflict of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

Governing Law; Jurisdiction. (a) This Agreement shall be construed in accordance with subject to, and governed by, the laws of the State of New York (without regard applicable to conflicts of laws principles), contracts made and the obligations, rights and remedies of the parties hereunder shall to be determined in accordance with such lawsperformed therein.

Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with with, the laws of the State of New York (applicable to contracts made and to be performed wholly within said State, without regard giving effect to conflicts the conflict of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such lawsprinciples thereof.

Governing Law; Jurisdiction. (a) This Agreement shall be construed governed by, and construed, interpreted and enforced in accordance with with, the laws of the State state of New York (York, without regard giving effect to the principles of conflicts of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such lawslaw thereof.

Governing Law; Jurisdiction. This Notwithstanding the place where this Agreement may be executed by any of the parties hereto, the parties expressly agree that all the terms and provisions hereof shall be construed in accordance with and governed by the laws of the State of New York (York, without regard giving effect to any choice of law or conflicts of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such lawslaw provision.

Governing Law; Jurisdiction. (a) This Agreement shall be construed in accordance with subject to, and governed by, the laws of the State of New York (applicable to contracts made and to be performed therein, without regard to conflicts conflict of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of New York (York, without regard giving effect to conflicts of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such lawslaw provisions therein.

Governing Law; Jurisdiction. This Agreement shall will be governed by and construed in accordance with the laws of the State of New York (without regard reference to conflicts choice of laws principleslaw doctrine), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

Governing Law; Jurisdiction. This Agreement shall be construed governed by and interpreted in accordance with the laws of the State of New York (without regard to the principles of conflicts of laws principles), and law. The parties hereto hereby submit to the obligations, rights and remedies exclusive jurisdiction of the parties hereunder shall be determined United States Federal and state courts located in accordance New York, New York with such lawsrespect to any dispute arising under this Agreement, the agreements entered into in connection herewith or the transactions contemplated hereby or thereby.

Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with with, the laws of the State of New York (without regard applicable to conflicts of laws principles)contracts executed in and to be performed entirely within that State, and the obligations, rights and remedies regardless of the parties hereunder shall be determined in accordance with such lawslaws that might otherwise govern under any applicable conflict of Laws principles.

Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with with, the internal laws of the State of New York (without regard applicable to conflicts contracts executed and fully performed within the State of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such lawsNew York.

Governing Law; Jurisdiction. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York (without regard giving effect to the conflicts of laws principles), and law principles thereof which might result in the obligations, rights and remedies application of the parties hereunder shall be determined in accordance with such lawslaws of any other jurisdiction.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of New York (York, without regard giving effect to conflicts conflict of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

Governing Law; Jurisdiction. (a) This Agreement shall be construed governed by, and construed, interpreted and enforced in accordance with with, the laws of the State of New York (York, without regard giving effect to the principles of conflicts of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such lawslaw thereof.

Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with with, the laws of the State of New York (without regard applicable to conflicts of laws principles), contracts executed in and the obligations, rights and remedies of the parties hereunder shall to be determined performed in accordance with such lawsthat State.

Governing Law; Jurisdiction. This Agreement Agreement, and any instrument or agreement required hereunder (to the extent not otherwise expressly provided for therein), shall be governed by, and construed in accordance with under, the laws of the State of New York (York, without regard reference to conflicts of laws principles), (other than Section 5-1401 and the obligations, rights and remedies Section 5-1402 of the parties hereunder shall be determined in accordance with such lawsNew York General Obligations Law).

Governing Law; Jurisdiction. (1) This Agreement shall be governed by and construed in accordance with the laws of the State of New York (without regard giving effect to the principles of conflicts of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such lawslaw thereof.

Governing Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with the laws of the State of New York (without regard applicable to conflicts of laws principles), contracts made and the obligations, rights and remedies of the parties hereunder shall to be determined in accordance with such lawsperformed wholly therein.

Governing Law; Jurisdiction. This Agreement shall will be construed governed by and interpreted in accordance with the laws of the State of New York (without regard to conflicts the principles of conflict of laws principles), and the obligations, rights and remedies (whether of the parties hereunder shall be determined State of New York or any other jurisdiction) which would result in accordance with such lawsthe application of the laws of any other jurisdiction.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of New York (without regard giving effect to conflicts of laws principleslaw), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

Governing Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with with, the laws law of the State of New York (without regard to conflicts of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such lawsYork.

Governing Law; Jurisdiction. (a) This Agreement shall be governed and construed in accordance with the laws of the State of New York (without regard to conflicts excluding any choice of laws principles), and law rules which may direct the obligations, rights and remedies application of the parties hereunder shall be determined in accordance with such lawslaw of another state.

Governing Law; Jurisdiction. (a) This Agreement and the legal relations between the parties hereto shall be governed by and construed in accordance with the laws of the State of New York (without regard York, applicable to conflicts of laws principles), contracts made and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such lawsperformed therein.

Governing Law; Jurisdiction. This Agreement shall be construed in accordance with the laws of the State of New York (without regard giving effect to conflicts the conflict of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such lawsprinciples thereof.

Governing Law; Jurisdiction. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of New York (York, without regard giving effect to principles of conflicts of laws principles), and the obligations, rights and remedies law. Each of the parties hereunder shall be determined in accordance with such lawsto this Agreement consents to the exclusive jurisdiction and venue of the state and federal courts of New York County, New York.

Governing Law; Jurisdiction. (a) This Agreement shall be governed and construed in accordance with the laws of the State of New York (York, without regard to any applicable conflicts of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such lawslaw.

Governing Law; Jurisdiction. (a) This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of New York (York, without regard giving effect to the conflicts of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such lawslaw principles thereof.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of New York (without regard giving effect to conflicts any choice or conflict of laws principles), and law provision or rule that would cause the obligations, rights and remedies application of the parties hereunder laws of any other jurisdiction. To the extent that the applicable laws of the State of New York, or any of the provisions of this Agreement, conflict with the applicable provisions of the 1940 Act, the Securities Act of 1933 or the Securities Exchange Act of 1934, the latter shall be determined in accordance with such lawscontrol.

Governing Law; Jurisdiction. This Agreement shall be construed in accordance with and governed by the laws of the State of New York (without regard to conflicts of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such lawsYork.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of New York (without regard applicable to conflicts of laws principles), contracts made and the obligations, rights and remedies of the parties hereunder shall to be determined in accordance with such lawsperformed wholly therein.

Governing Law; Jurisdiction. This Agreement and any and all controversies arising out of or in relation to this Agreement shall be governed by and construed in accordance with the laws of the State of New York (without regard reference to conflicts its conflict of laws principlesdoctrine), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

Governing Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with with, the laws of the State of New York (without regard to regardless of the laws that might otherwise govern under applicable principles of conflicts of laws principles)thereof. In the event of any action being brought pursuant to this Agreement, the parties irrevocably consent to the jurisdiction and the obligations, rights and remedies venue of the parties hereunder shall be determined in accordance with such lawsaction as the State of New York, County of New York.

Governing Law; Jurisdiction. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York (York, without regard to conflicts of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such lawsprinciples thereof.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York (York, without regard to any conflicts of laws principles), and law provision which would require the obligations, rights and remedies application of the parties hereunder shall be determined in accordance with such lawslaw of any other jurisdiction.

Governing Law; Jurisdiction. (a) This Agreement shall be governed and construed in accordance with the laws Laws of the State of New York (without regard giving effect to the principles of conflicts of laws principles), and law thereof or of any other jurisdiction that would result in the obligations, rights and remedies application of the parties hereunder shall be determined in accordance with such lawsLaws of any other jurisdiction.

Governing Law; Jurisdiction. 3.6.1 This Agreement shall be governed by, and construed in accordance with with, the laws of the State of New York (York, without regard giving effect to conflicts any choice of laws principles), and law or conflict of law rules or provisions that would cause the obligations, rights and remedies application of the parties hereunder shall be determined in accordance with such lawslaws of any jurisdiction other than the State of New York.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York (without regard to conflicts other than its rules of conflict of laws principles), and to the obligations, rights and remedies extent the application of the parties hereunder laws of another jurisdiction would be required thereby). This Agreement shall be determined subject to the exclusive jurisdiction of the State and Federal courts sitting in accordance with such lawsNew York County, New York.

Governing Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with with, the laws of the State of New York (without regard giving effect to the principles of conflicts of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such lawslaw thereof.

Governing Law; Jurisdiction. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York (without regard to conflicts of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such lawsYork.

Governing Law; Jurisdiction. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York (without regard York, applicable to conflicts of laws principles), contracts made and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such lawsperformed therein.

Governing Law; Jurisdiction. This Agreement shall be construed and interpreted and the rights granted herein governed in accordance with the laws of the State of New York (without regard applicable to conflicts of laws principles), contracts made and the obligations, rights and remedies of the parties hereunder shall to be determined in accordance with performed wholly within such lawsState.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of New York (without regard to conflicts York, excluding its choice of laws principles), provisions. The Parties agree that the exclusive venue and the obligations, rights and remedies of the parties hereunder jurisdiction for any actions or disputes arising from this Agreement shall be determined a federal or state court in accordance with such lawsNew York.

Governing Law; Jurisdiction. (i) This Agreement shall be construed construed, performed and enforced in accordance with the laws of the State of New York (without regard giving effect to conflicts its principles or rules of conflict of laws principles), and to the obligations, rights and remedies extent such principles or rules would require or permit the application of the parties hereunder shall be determined in accordance with such lawsLaws of another jurisdiction).

Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with under the laws of the State of New York (without regard to conflicts of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such lawsYork.

Governing Law; Jurisdiction. This Agreement shall be construed construed, performed and enforced in accordance with with, and governed by, the laws of the State of New York (York, without regard giving effect to the principles of conflicts of laws principles)thereof. The parties hereto irrevocably elect as the sole judicial forum for the adjudication of any matters arising under or in connection with this Agreement, and consent to the obligationsjurisdiction of, rights and remedies the courts of the parties hereunder shall be determined in accordance with such lawsState of New York.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of New York (without regard to conflicts irrespective of the choice of laws principles)principles thereof. In addition, and other than disputes, controversies or claims (whether arising in contract, tort or otherwise) governed by the obligations, rights and remedies mediation and/or arbitration procedures set forth in Article VIII of the Contribution Agreement, the parties hereunder agree that any legal action or proceeding regarding this Agreement shall be brought and determined exclusively in accordance with such lawsa state or federal court located within the State of New York.

Governing Law; Jurisdiction. This Agreement shall be construed in accordance with the laws of the State of New York (York, without regard to its principles of conflicts of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

Governing Law; Jurisdiction. This Agreement and the legal relations among the Parties hereto shall be governed by and construed in accordance with the laws substantive law of the State of New York (without regard to conflicts conflict of laws law principles), and . The Parties consent to the obligations, rights and remedies jurisdiction of the parties hereunder shall be determined in accordance with such lawscourts of the State of New York or the U.S. District Court for the Southern District of New York as if all parts of the agreement were negotiated and effectuated there.

Governing Law; Jurisdiction. This Agreement shall be construed and enforced in accordance with with, and all questions concerning the construction, validity, interpretation and performance of this Agreement shall be governed by, the laws of the State of New York (York, without regard giving effect to provisions thereof regarding conflicts of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such lawslaw.

Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with with, the laws Laws of the State of New York (without regard applicable to conflicts of laws principles)contracts executed in and to be performed entirely within that State, and the obligations, rights and remedies regardless of the parties hereunder shall be determined in accordance with such lawsLaws that might otherwise govern under any applicable conflict of Laws principles.

Governing Law; Jurisdiction. This Agreement shall will be construed governed by and interpreted in accordance with the laws of the State of New York (without regard to conflicts the principles of laws principles), and conflict of laws. The parties hereto hereby submit to the obligations, rights and remedies exclusive jurisdiction of the parties hereunder shall be determined United States federal and state courts located in accordance the State of New York with such lawsrespect to any dispute arising under this Agreement, the agreements entered into in connection herewith or the transactions contemplated hereby or thereby.

Governing Law; Jurisdiction. This Agreement and performance under it shall be governed by and construed in accordance with the laws of the State of New York (York, without regard reference to principles of conflicts of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with with, the laws of the State of New York (York, without regard to conflicts conflict of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with with, the internal laws of the State of New York (without regard applicable to conflicts of laws principles), contracts executed and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such lawsfully performed therein.

Governing Law; Jurisdiction. This Agreement shall will be governed by and construed in accordance with the laws of the State of New York (without regard giving effect to conflicts any principles of conflict of laws principles)that would lead to the application of the laws of another jurisdiction. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in New York, New York and the obligations, rights parties irrevocably consent to the personal jurisdiction and remedies of the parties hereunder shall be determined in accordance with such lawsvenue therein.

Governing Law; Jurisdiction. (a) This Agreement shall be governed by and construed in accordance with the laws Laws of the State of New York (York, without regard to the Laws that might be applicable under conflicts of laws principles), and the obligations, rights and remedies principles other than Section 5-1401 of the parties hereunder shall be determined in accordance with such lawsNew York General Obligations Law.

Governing Law; Jurisdiction. This Agreement shall be construed construed, performed and enforced in accordance with with, and governed by, the laws of the State of New York (York, United States, without regard giving effect to the principles of conflicts of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such lawsthereof.

Governing Law; Jurisdiction. (a) This Agreement Agreement, and any and all proceedings commenced in connection with or relating to this Agreement, shall be governed by, and construed and enforced in accordance with with, the Laws of the State of New York without regard of the Laws that might otherwise govern under the applicable principles of conflict of laws of the State of New York (without regard to conflicts of laws principles), and the obligations, rights and remedies other than Section 5-1401 of the parties hereunder shall be determined in accordance with such lawsGeneral Obligations Law of the State of New York).

Governing Law; Jurisdiction. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York (without regard to that might otherwise govern under applicable principles of conflicts of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such lawslaw.

Governing Law; Jurisdiction. This Agreement shall will be governed by and construed and enforced solely and exclusively in accordance with the laws of the State of New York (exclusive of its choice of law rules and without regard to conflicts of laws principles), and the obligations, rights and remedies application of the parties hereunder shall be determined rule of contract construction that ambiguities in accordance with such lawsa contract are construed against the interests of the party drafting the contract.

Governing Law; Jurisdiction. (a) This Agreement shall be construed and enforced in accordance with with, and the rights and obligations of the parties hereto shall be governed by, the laws of the State of New York (York, without regard giving effect to the conflicts of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such lawslaw principles thereof.

Governing Law; Jurisdiction. This Agreement was executed in, and the transactions contemplated by and the provisions of this Agreement shall be governed by and construed in accordance with the laws of the State of New York (without regard giving effect to conflicts the conflict of laws principles), provisions thereof and all parties consent to the obligations, rights and remedies jurisdiction of the parties hereunder shall be determined state and federal courts sitting in accordance with such lawsthe State of New York.

Governing Law; Jurisdiction. (i) This Agreement shall will be governed by, and construed in accordance with with, the laws Laws of the State of New York (without regard to conflicts of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such lawsYork.

Governing Law; Jurisdiction. (a) This Agreement shall be governed and construed in accordance with the laws Laws of the State of New York (York, without regard to any applicable conflicts of laws law principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

Governing Law; Jurisdiction. This Agreement (i) The provisions of this Agreement, and all the rights and obligations of the parties hereunder, shall be governed by, and construed and enforced in accordance with the laws of the State of New York (applicable to agreements made and to be performed wholly within such State without regard to such State's conflicts of laws law principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with with, the laws Laws of the State of New York (applicable to contracts made and to be performed wholly within said State, without regard giving effect to conflicts the conflict of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such lawsprinciples thereof.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York (without regard to conflicts other than its rules of conflict of laws principles), and to the obligations, rights and remedies extent the application of the parties hereunder laws of another jurisdiction would be required thereby). This Agreement shall be determined subject to the exclusive jurisdiction of the State and Federal courts sitting in accordance with such lawsNew York County, New York. Section 14.

Governing Law; Jurisdiction. This Agreement shall be construed construed, performed and enforced in accordance with with, and governed by, the laws of the State of New York (York, without regard giving effect to the principles of conflicts of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such lawsthereof.

Governing Law; Jurisdiction. This Agreement shall will be governed by, and construed in accordance with with, the internal laws of the State of New York (York, without regard giving effect to the principles of conflicts of laws principles), and law that would require the obligations, rights and remedies application of the parties hereunder shall be determined in accordance with such laws.laws of any other

Governing Law; Jurisdiction. (a) This Agreement shall be construed construed, performed and enforced in accordance with with, and governed by, the laws of the State of New York (York, without regard giving effect to the principles of conflicts of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such lawsthereof.

Governing Law; Jurisdiction. This Agreement Agreement, and any amendments hereto, shall be governed by and construed in accordance with the laws of the State of New York (without regard giving effect to conflicts the choice of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such lawslaw provisions thereof.

Governing Law; Jurisdiction. This The Agreement shall be governed by and construed in accordance with the laws of New York, without giving effect to the State principles thereof relating to conflict of laws. Each Party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated hereby and any other Transaction Documents shall be commenced exclusively in the state and federal courts sitting in the County of New York (without regard to conflicts of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such lawsYork.

Governing Law; Jurisdiction. This Agreement shall be construed in accordance with with, and governed by, the laws of the State of New York (York, without regard reference to conflicts the conflict of laws principles), and the obligations, rights and remedies of the parties hereunder principles thereof. Any dispute arising under or in relation to this Agreement shall be determined resolved in accordance with such lawsthe provisions set forth in Section 10(a) of the Employment Agreement.

Governing Law; Jurisdiction. This Agreement shall will be governed by, and construed in accordance with with, the internal laws of the State of New York (without regard to conflicts of laws principles), and the obligations, rights and remedies regardless of the parties hereunder shall be determined in accordance with such laws that might otherwise govern under applicable principles of conflict of laws.

Governing Law; Jurisdiction. This Agreement shall will be governed by and construed in accordance with the laws law of the State state of New York (York, without regard to conflicts its conflict of laws principles). For the adjudication of any disputes arising under this Agreement, the Parties hereby consent to personal jurisdiction and venue in (a) the obligations, rights borough of Manhattan and remedies (b) the Southern District Court of the parties hereunder shall be determined in accordance with such lawsNew York.

Governing Law; Jurisdiction. This Agreement Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, shall be governed by and construed in accordance with the internal laws of the State of New York (without regard to conflicts of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such lawsYork.

Governing Law; Jurisdiction. This Agreement shall for all purposes be deemed to be made under and shall be construed in accordance with the internal laws of the State of New York (without regard reference to its internal conflicts of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

Governing Law; Jurisdiction. This Agreement shall be governed by, enforced under and construed in accordance with the laws of the State of New York (without regard to conflicts of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such lawsYork.

Governing Law; Jurisdiction. This Agreement shall be construed construed, interpreted and applied in accordance with the laws of the State New York, excluding its choice of New York (without regard to conflicts law and conflict of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.law provisions. STRICTLY CONFIDENTIAL

Governing Law; Jurisdiction. This Agreement shall be construed governed by and --------------------------- interpreted in accordance with the laws of the State of New York (without regard to conflicts the principles of laws principles), and conflict of laws. The parties hereto hereby submit to the obligations, rights and remedies exclusive jurisdiction of the parties hereunder shall be determined United States federal and state courts located in accordance the State of New York with such lawsrespect to any dispute arising under this Agreement, the agreements entered into in connection herewith or the transactions contemplated hereby.

Governing Law; Jurisdiction. This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of New York (without regard giving effect to the conflicts of law principles thereof which might result in the application of the laws principles)of any other jurisdiction. Each party to this Agreement irrevocably submits to the jurisdiction of the courts of the State of New York and the Federal courts of the United States of America located in the State of New York solely in respect of the interpretation and enforcement of the provisions of this Agreement, and the obligations, rights and remedies in respect of the parties hereunder shall be determined in accordance with such lawstransactions contemplated hereby.

Governing Law; Jurisdiction. This Agreement shall be construed construed, interpreted and the rights of the parties determined in accordance with the laws of the State of New York, as applied to agreements among New York residents entered into and wholly to be performed within the State of New York (without regard reference to conflicts any choice of laws principles), and law rules that would require the obligations, rights and remedies application of the parties hereunder shall be determined in accordance with such lawslaws of any other jurisdiction).

Governing Law; Jurisdiction. This Agreement and all rights, remedies and obligations hereunder, including, but not limited to, matters of construction, validity and performance shall be construed in accordance with governed by the laws of the State of New York (without regard to conflicts its conflict of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such lawsprinciples or rules.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of New York (without regard giving effect to principles of conflicts of laws principles), and the obligations, rights and remedies law. Each of the parties hereunder shall be determined in accordance with such lawsirrevocably submits to the exclusive jurisdiction of any courts of the State of New York or the United States District Court for the Southern District of the State of New York for the purpose of any suit, action or other proceeding arising out of this Agreement, or any of the agreements or transactions contemplated hereby, which is brought by or against it.

Governing Law; Jurisdiction. This Agreement shall be construed in accordance with with, and governed by, the laws of the State of New York (York, without regard giving effect to conflicts conflict of laws principles), and the obligations, rights and remedies principles (other than Section 5-1401 of the parties hereunder shall be determined General Obligations Law of the State of New York). Each Party consents to the non-exclusive jurisdiction of any state or federal court in accordance the State of New York in New York County over any action or proceeding brought in connection with such lawsthis Agreement.

Governing Law; Jurisdiction. This Agreement (a) The provisions of this Agreement, and all the rights and obligations of the parties hereunder, shall be governed by, and construed and enforced in accordance with the laws of the State of New York (applicable to agreements made and to be performed wholly within such State without regard to such State's conflicts of laws law principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

Governing Law; Jurisdiction. (a) This Agreement shall be governed and construed in accordance with the laws of the State of New York (York, without regard to any applicable conflicts of laws principles), and law (except that matters relating to the obligations, rights and remedies fiduciary duties of the parties hereunder Board of Directors of Xxxxxx Valley shall be determined in accordance with such lawssubject to the laws of the State of New York).

Governing Law; Jurisdiction. This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of New York (York, without regard giving effect to the conflicts of laws principles), and the obligations, rights and remedies law principles thereof. Each of the parties hereunder hereby irrevocably submits to the jurisdiction of any state or federal court sitting in the State of New York over any suit, action or other proceeding brought by any party arising out of or relating to this Agreement, and each of the parties hereby irrevocably agrees that all claims with respect to any such suit, action or other proceeding shall be heard and determined in accordance with such lawscourts.