Applicable Law Contract Clauses (6,359)

Applicable Law. (a) THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. 27 (b) EACH PARTY HERETO HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY SHALL HAVE EXCLUSIVE JURIS...DICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THEM PERTAINING TO THIS AGREEMENT OR TO ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT; PROVIDED, THAT EACH PARTY HERETO ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF THE BOROUGH OF MANHATTAN IN NEW YORK CITY. EACH PARTY HERETO SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH PARTY HERETO HEREBY WAIVES ANY OBJECTION THAT SUCH PARTY MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. EACH PARTY HERETO HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH PARTY AT ITS ADDRESS DETERMINED IN ACCORDANCE WITH SECTION 17 AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF SUCH PARTY'S ACTUAL RECEIPT THEREOF OR THREE DAYS AFTER DEPOSIT IN THE UNITED STATES MAIL, PROPER POSTAGE PREPAID. NOTHING IN THIS SECTION SHALL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. (c) BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. View More

Applicable Law. The Borrower acknowledges and agrees that this Note shall be governed by the laws of the Commonwealth of Pennsylvania, even though for the convenience and at the request of the Borrower, this Note may be executed elsewhere.

Applicable Law. The Plan and this Full Value Award shall be construed in accordance with the laws of the State of Delaware. 2 EX-10.3 4 a16-16130_1ex10d3.htm EX-10.3 Exhibit 10.3 Full Value Award Grant Certificate For Josh Mayer Envestnet, Inc. ("Company") hereby grants to you a Full Value Award of Restricted Stock Units under the Envestnet, Inc. 2010 Long-Term Incentive Plan ("Plan"), to receive the number of shares of Company Stock as set forth below, subject to all terms and conditions of this Full Value Awa...rd Grant Certificate ("Certificate"), the Full Value Award Terms and Conditions and the Plan: Number of RSUs Grant Date Vesting Date 3,750 8/2/16 11/2/16 3,750 8/2/16 2/2/17 3,750 8/2/16 5/2/17 3,750 8/2/16 8/2/17 3,750 8/2/16 11/2/17 3,750 8/2/16 2/2/18 3,750 8/2/16 5/2/18 3,750 8/2/16 8/2/18 3,750 8/2/16 11/2/18 3,750 8/2/16 2/2/19 3,750 8/2/16 5/2/19 3,750 8/2/16 8/2/19 Total:45,000 Notwithstanding the foregoing, you will vest in such portion of the Full Value Award scheduled to vest on the applicable Vesting Date provided that you remain an employee of the Company from the Full Value Award Grant Date set forth above until the applicable Vesting Date set forth above with respect to any portion of the Full Value Award scheduled to vest on such Vesting Date. Except as expressly set forth in the Terms and Conditions, any portion of this award that is not vested upon your termination of employment shall be forfeited. Subject to your continued employment through the vesting date, on the vesting date, to the extent not previously forfeited, you shall be entitled to a distribution of shares of Stock in settlement of your RSUs. This Full Value Award is subject to the terms and conditions set forth in this Certificate, the Full Value Award Terms and Conditions and the Plan. All terms and provisions of the Full Value Award Terms and Conditions and the Plan, as the same may be amended from time to time, are incorporated herein and made part of this Certificate. If any provision hereof and of the Plan shall be in conflict, the terms of the Plan shall govern. All capitalized terms used herein and not defined herein shall have the meanings assigned to them in the Plan. This Certificate, the Full Value Award Terms and Conditions and the Plan set forth the entire understanding between you and the Company regarding this Full Value Award and supersede all prior oral and written agreements with respect thereto. 2 ENVESTNET, INC. 2010 LONG-TERM INCENTIVE PLAN FULL VALUE AWARD (RESTRICTED STOCK UNITS) TERMS AND CONDITIONS The following Full Value Award (Restricted Stock Unit) Terms and Conditions (the "Terms and Conditions") apply to Full Value Awards in the form of restricted stock granted by Envestnet, Inc. to the Participant whose name appears on the Full Value Award Grant Certificate ("Certificate"), to which these Terms and Conditions are attached (or into which these Terms and Conditions are incorporated). View More

Applicable Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without reference to the conflict of laws principles thereof that would result in the application of the laws of another jurisdiction. Each of the Parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and th...e rights and obligations arising hereunder brought by the other Party hereto or its successors or assigns, shall be brought and determined exclusively in the Court of Chancery of the State of Delaware (or, if any such court declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) and any appellate court therefrom. Each of the Parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement in any court other than the aforesaid courts. Each of the Parties hereto hereby irrevocably waives, and agrees not to assert in any action or proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable legal requirements, any claim that (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. View More

Applicable Law. This Subscription Agreement will be governed by and construed under the laws of the State of Nevada as applied to agreements among Nevada residents entered into and to be performed entirely within Nevada. The parties hereto (1) agree that any legal suit, action or proceeding arising out of or relating to this Subscription Agreement may be instituted in the state or federal courts sitting in the State of Nevada, (2) waive any objection which the parties may have now or hereafter to the venue of a...ny such suit, action or proceeding, and (3) irrevocably consent to the jurisdiction of the state and federal courts sitting in the State of Nevada in any such suit, action or proceeding. Each of the parties hereto further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the state or federal courts sitting in Nevada and agrees that service of process upon it mailed by certified mail to its address will be deemed in every respect effective service of process upon it, in any such suit, action or proceeding. THE PARTIES HERETO, TO THE EXTENT PERMITTED BY APPLICABLE LAW, WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS SUBSCRIPTION AGREEMENT OR ANY DOCUMENT OR AGREEMENT CONTEMPLATED HEREBY. View More

Applicable Law. This Agreement shall be governed and construed in accordance with the laws of the State of [Delaware] and the appropriate courts in the County of San Mateo, California shall be the forum for any litigation arising hereunder. 10 Please confirm your Agreement with the Manager and Redwood Mortgage Corp. to the terms contained herein and your acceptance of this appointment by dating and signing below and return a fully executed copy of this Participating Dealer Agreement to us. REDWOOD MORTGAGE CORP.... By: Michael R. Burwell, President BROKER-DEALER ACCEPTANCE ACCEPTED this day of ,20 By: (Print Name) (Signature) Title Taxpayer I. D. No. (Telephone Number) Type of Entity: (corporation, partnership or proprietorship) 11 EX-10.5 9 d168381dex105.htm EX-10.5 EX-10.5 Exhibit 10.5 [ ] Units of Limited Liability Company Interests ($1 per Unit) REDWOOD MORTGAGE INVESTORS IX, LLC PARTICIPATING BROKER DEALER AGREEMENT Redwood Mortgage Corp., a California corporation, a California corporation, is the Manager of Redwood Mortgage Investors IX, LLC, a Delaware limited liability company (the "Company") engaged in business as a mortgage lender. The Company will advance funds to Redwood Mortgage Corp., a California corporation, as part of a loan (the "Formation Loan") out of which Redwood Mortgage Corp. will pay sales commissions under this Agreement. The Manager, on behalf of the Company, proposes to offer and sell to qualified investors, upon the terms and subject to the conditions set forth in the Prospectus dated (the "Prospectus"), units of limited liability company interests ("Units") of the Company at an offering price of $1 per Unit, with a minimum investment of [ ] ([ ]) Units per purchaser for initial investments and [ ] ([ ]) Units for additional investments by existing members. The offering is for a maximum of [ ] Units ($[ ]), including [ ] Units ($[ ]) issuable pursuant to the Company's Distribution Reinvestment Plan. View More

Applicable Law. This Agreement shall be governed and construed in accordance with the laws of the State of Florida.

Applicable Law. THIS AGREEMENT, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Louisiana.

Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin.12. Headings. Headings in this Agreement are for informational purposes only and shall not be used to construe the intent of this Agreement.13. Counterparts. This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same agreement.14. Amendment. This Agreement may be further amen...ded or canceled by mutual agreement of the parties in writing without the consent of any other person and, so long as Foate lives, no person, other than the parties hereto, shall have any rights under or interest in this Agreement or the subject matter hereof.15. Entire Agreement. This Agreement, together with the trade secrets agreement and the referenced terms of the Employment Agreement and the other documents and materials referred to herein or therein (collectively, the "Effective Agreements"), constitute the entire understanding of the parties with respect to the subject matter hereof. There are no restrictions, promises, warranties, covenants or undertakings other than those expressly set forth herein and therein. View More