Grouped Into 127 Collections of Similar Clauses From Business Contracts
This page contains Applicable Law clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Applicable Law. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to the principles of conflicts of laws (except Sections 5-1401 and 5-1402 of the New York General Obligations Law). Each party hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan, for the adjudication of any dispute hereunder or in connection with any transaction contemplated... hereby, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof (certified or registered mail, return receipt requested) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.View More
Applicable Law. This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by, by and construed and enforced in accordance with, with the internal laws of the State of New York York, without regard to the principles of conflicts of laws (except Sections 5-1401 law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and 5-1402 defense of the transactions contemplated by this Agreement (whether brought ...against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York General Obligations Law). York. Each party hereby irrevocably submits to the non-exclusive exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough Borough of Manhattan, Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby, hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action action, suit or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in improper or is an inconvenient forum or that the venue of for such suit, action or proceeding is improper. proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof (certified via registered or registered mail, return receipt requested) certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence an action or proceeding to enforce any provisions of this Agreement, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for its reasonable attorneys' fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding. View More
Applicable Law. This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by, by and construed and enforced in accordance with, with the internal laws of the State of New York York, without regard to the principles of conflicts of laws (except Sections 5-1401 law thereof, except insofar a Delaware corporate law is required to govern. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and 5-1402 defense of th...e transactions contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York General Obligations Law). York. Each party hereby irrevocably submits to the non-exclusive exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough Borough of Manhattan, Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby, hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action Action or proceeding, Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action Action or proceeding Proceeding is brought in improper or is an inconvenient forum or that the venue of for such suit, action or proceeding is improper. Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action Action or proceeding Proceeding by mailing a copy thereof (certified via registered or registered mail, return receipt requested) certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party hereto shall commence an Action or Proceeding to enforce any provisions of this Agreement, then the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys' fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding. 7 9. WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY. View More
Applicable Law. This Agreement Warrant is issued under and shall for all purposes be governed by, by and construed in accordance with, with the internal laws of the State of New York without regard applicable to contracts made and to be performed entirely within the principles State of conflicts of laws (except Sections 5-1401 and 5-1402 of the New York General Obligations Law). York. Each party hereby irrevocably submits to the non-exclusive exclusive jurisdiction of the state and federal courts sitting in the... Borough of Manhattan, City of New York, borough of Manhattan, York for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof (certified or registered mail, return receipt requested) to such party at the address in effect for notices to it under this Agreement Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. -7- 13. Amendments. No amendment, modification or other change to, or waiver of any provision of, this Warrant may be made unless such amendment, modification or change is set forth in writing and is signed by the Company and the Holder. View More
Applicable Law. This letter agreement and any disputes relative to the interpretation or enforcement hereto shall be governed by and construed under the internal laws, as opposed to the conflicts of laws provisions, of the State of California.
Applicable Law. This letter agreement and any disputes relative to the interpretation or enforcement hereto shall be governed by and construed under the internal laws, as opposed to the conflicts of laws provisions, of the State of California. Florida.
Applicable Law. This letter agreement Agreement and any disputes relative to the interpretation or enforcement hereto shall be governed by and construed under the internal laws, as opposed to the conflicts of laws law provisions, of the State of California. Illinois.
Applicable Law. This letter agreement and any disputes relative to the interpretation or enforcement hereto shall be governed by and construed under the internal laws, as opposed to the conflicts of laws provisions, of the State of California. Delaware.
Applicable Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. 35 17. Jurisdiction. The Company agrees that any suit, action or proceeding against the Company brought by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, arising out of or based upon this Agreement or the transactions contem...plated hereby may be instituted in any New York Court, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any suit, action or proceeding. The Company has appointed Eli Baker, President, Chief Financial Officer and Secretary of the Company, located at 2121 Avenue of the Stars, Suite 2300, Los Angeles, California 90067, as its authorized agent (the "Authorized Agent") upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein which may be instituted in any New York Court, by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, and expressly accepts the exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service upon the Company. The provisions of this Section 17 shall survive the termination of this Agreement, in whole or in part.View More
Applicable Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. 35 17. Jurisdiction. 18. JURISDICTION. The Company agrees that any suit, action or proceeding against the Company brought by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, arising out of or based upon this Agreement or the t...ransactions contemplated hereby may be instituted in any New York Court, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any suit, action or proceeding. The Company has appointed Eli Baker, President, Chief Financial Officer and Secretary of the Company, Alex Slusky, located at 2121 Avenue of the Stars, Suite 2300, Los Angeles, California 90067, One Market Street, Steuart Tower, 23rd Floor, San Francisco, CA 94105, as its authorized agent (the "Authorized Agent") upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein which may be instituted in any New York Court, by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, and expressly accepts the exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service upon the Company. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, in any court of competent jurisdiction in the Cayman Islands. The provisions of this Section 17 18 shall survive the termination of this Agreement, in whole or in part. View More
Applicable Law. This Agreement Agreement, and any claim, controversy or dispute relating to or arising out of this Agreement, will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. 35 17. Jurisdiction. 37 18. JURISDICTION. The Company agrees that any suit, action or proceeding against the Company brought by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, o...r by any person who controls any Underwriter, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any New York Court, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any suit, action or proceeding. The Company has appointed Eli Baker, President, Chief Financial Officer and Secretary of the Company, Jerry Neugebauer located at 2121 Avenue of the Stars, c/o TPG Solutions Corp., 301 Commerce St., Suite 2300, Los Angeles, California 90067, 3300, Fort Worth, Texas 76102, as its authorized agent (the "Authorized Agent") upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein which may be instituted in any New York Court, by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, and expressly accepts the exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service upon the Company. The provisions of this Section 17 shall survive the termination of this Agreement, in whole or in part.View More
Applicable Law. This Agreement will shall be governed by and construed in accordance with the internal laws of the State of New York applicable 14. Submission to contracts made and to be performed within the State Jurisdiction; Appointment of New York. 35 17. Jurisdiction. Agent for Service. (a) The Company irrevocably (i) agrees that any legal suit, action or proceeding against the Company it brought by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, Underwriter o...r by any person who controls any Underwriter, Underwriter arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any Federal court located in the State of New York Court, and waives York, (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding, proceeding and irrevocably (iii) submits to the exclusive non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement or the transactions contemplated hereby which is instituted in any New York court or in any competent court in the Cayman Islands. The Company has appointed Eli Baker, President, Chief Financial Officer and Secretary of the Company, located at 2121 Avenue of the Stars, Suite 2300, Los Angeles, California 90067, Global Indemnity Group, Inc., as its authorized agent (the "Authorized Agent") upon whom process may be served in any suit, such action or proceeding arising out of or based upon on this Agreement or the transactions contemplated herein hereby which may be instituted in any New York Court, court by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, Underwriter or by any person who controls any Underwriter, and expressly accepts consents to the exclusive jurisdiction of any such court in respect of any such suit, action action, and waives any other requirements of or proceeding. objections to personal jurisdiction with respect thereto. The Company hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said such agent for service of process, process and the Company agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. aforesaid, unless and until a successor has been appointed as the Authorized Agent in the State of New York. The Company will notify the Managers of the appointment of a successor Authorized Agent prior to such appointment taking effect. Service of process upon the such Authorized Agent (or any successor) and written notice of such service to the Company shall be deemed, in every respect, effective service of process upon the Company. 23 15. Headings. The provisions headings of the sections of this Section 17 Agreement have been inserted for convenience of reference only and shall survive the termination not be deemed a part of this Agreement, in whole or in part. Agreement. View More
Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW). 5 16. Final Agreement. THE CREDIT AGREEMENT, AS AMENDED HEREBY, CONSTITUTES THE ENTIRE CONTRACT BETWEEN AND AMONG THE PARTIES RELATING TO THE SUBJECT MATTER THEREOF AND SUPERSEDES ANY AND ALL PREVIOUS AGREEMENTS AND UNDERSTANDINGS, ORAL OR WRITTEN, RELATING TO THE SUB...JECT MATTER THEREOF.View More
Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW). 5 6 16. Final Agreement. THE AMENDED CREDIT AGREEMENT, AS AMENDED HEREBY, AGREEMENT CONSTITUTES THE ENTIRE CONTRACT BETWEEN AND AMONG THE PARTIES RELATING TO THE SUBJECT MATTER THEREOF AND SUPERSEDES ANY AND ALL PREVIOUS AGREEMENTS AND UNDERSTANDINGS, ORAL OR WRITTEN,... RELATING TO THE SUBJECT MATTER THEREOF. View More
Applicable Law. The validity, construction, interpretation and effect of this Grant Letter shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without giving effect to the conflicts of laws provisions thereof.12. Notice. Any notice to UGI provided for in this Grant Letter shall be addressed to UGI in care of the Corporate Secretary at UGI's headquarters, and any notice to the Participant shall be addressed to such Participant at the current address shown on the re...cords of UGI, or to such other address as the Participant may designate to UGI in writing. Any notice shall be delivered by hand, sent by telecopy or enclosed in a properly sealed envelope addressed as stated above, registered and deposited, postage prepaid, in a post office regularly maintained by the United States Postal Service.View More
Applicable Law. The validity, construction, interpretation and effect of this Grant Letter shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without giving effect to the conflicts of laws provisions thereof.12. Notice. Any notice to UGI provided for in this Grant Letter shall be addressed to UGI in care of the Corporate Secretary at UGI's headquarters, and any notice to the Participant shall be addressed to such Participant at the current address shown on the re...cords of UGI, or to such other address as the Participant may designate to UGI in writing. Any notice shall be delivered by hand, sent by telecopy or enclosed in a properly sealed envelope addressed as stated above, registered and deposited, postage prepaid, in a post office regularly maintained by the United States Postal Service.View More
Applicable Law. The validity, construction, interpretation and effect of this Grant Letter shall be governed by and construed in accordance with the laws of the Commonwealth State of Pennsylvania, Delaware, without giving effect to the conflicts of laws provisions thereof.12. thereof. 7 19. Notice. Any notice to UGI the Company provided for in this Grant Letter instrument shall be addressed to UGI the Company in care of the Corporate Secretary General Counsel at UGI's the Company's corporate headquarters, and a...ny notice to the Participant shall be addressed to such Participant at the current address shown on the payroll records of UGI, the Employer, or to such other address as the Participant may designate to UGI the Employer in writing. Any notice shall be delivered by hand, sent by telecopy or enclosed in a properly sealed envelope addressed as stated above, registered and deposited, postage prepaid, in a post office regularly maintained by the United States Postal Service. View More
Applicable Law. The validity, construction, interpretation and effect of this Grant Letter shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without giving effect to the conflicts of laws provisions thereof.12. Notice. Any notice to UGI the Company provided for in this Grant Letter shall be addressed to UGI the Company in care of the Corporate Secretary at UGI's the Company's headquarters, and any notice to the Participant shall be addressed to such Participant ...at the current address shown on the records of UGI, the Company, or to such other address as the Participant may designate to UGI the Company in writing. Any notice shall be delivered by hand, sent by telecopy or enclosed in a properly sealed envelope addressed as stated above, registered and deposited, postage prepaid, in a post office regularly maintained by the United States Postal Service.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 regard to conflict of law principles thereunder.
Applicable Law. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware without regard to principles of conflict of law principles thereunder. laws.
Applicable Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without regard reference to the conflict of law laws principles thereunder. thereof.
Applicable Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware Nevada without regard to conflict of law principles thereunder.
Applicable Law. The provisions of this Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without regard to the conflicts of laws principles thereof. Any dispute is to be resolved exclusively in the federal or state courts located in the City and State of New York.
Applicable Law. The provisions of this Agreement shall be governed by and construed in accordance with the internal laws of the State of New York Delaware without regard to the conflicts of laws principles thereof. Any dispute is to be resolved exclusively in the federal or state courts located in of the City and State of New York.
Applicable Law. This Agreement was executed and delivered in, and its validity, interpretation and construction shall be governed by, the laws of the State of New York; provided however, that causes of action for violations of federal or state securities laws shall not be governed by this Section. Venue for any action brought hereunder shall lie exclusively in New York, New York.
Applicable Law. This Agreement was executed and delivered in, and its The validity, interpretation and construction of this Agreement shall be governed by, the laws of the State of New York; provided however, that causes of action for violations of federal or state securities laws shall not be governed by this Section. Venue for any action brought hereunder shall lie exclusively in New York, New York.
Applicable Law. This Agreement was executed and delivered in, and its The validity, interpretation and construction of this Agreement shall be governed by, the laws of the State of New York; provided however, that causes of action for violations of federal or state securities laws shall not be governed by this Section. Venue for any action brought hereunder shall lie exclusively in New York, New York.
Applicable Law. This Guaranty shall be governed by and construed in accordance with the laws of the United States of America and the State of Texas, and is intended to be performed in accordance with and as permitted by such laws. Wherever possible each provision of this Guaranty shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Guaranty or application thereof shall be prohibited by or be invalid under such law, such provision or application as... the case may be shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or other applications or the remaining provisions of this Guaranty. 15. Assigns. This Guaranty is intended for and shall inure to the benefit of Lender and its respective successors and assigns.View More
Applicable Law. This Guaranty shall be governed by and construed in accordance with the laws of the United States of America and the State of Texas, and is intended to be performed in accordance with and as permitted by such laws. Wherever possible each provision of this Guaranty shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Guaranty or application thereof shall be prohibited by or be invalid under such law, such provision or application as... the case may be shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or other applications or the remaining provisions of this Guaranty. 15. Assigns. This Guaranty is intended for and shall inure to the benefit of Lender and its respective successors and assigns. (a) Notices. Any notice or demand to Guarantor in connection herewith may be given and shall conclusively be deemed to have been given and received three (3) days after deposit thereof in writing, in the U.S. mail, postage prepaid, certified mail, return receipt requested, and addressed to Guarantor at the address of Guarantor then appearing on the records of Lender; but actual notice or demand, however given or received, shall always be effective and email notice to Guarantor. View More
Applicable Law. This Guaranty shall be governed by and construed in accordance with the laws of the United States of America and the State of Texas, and is intended to be performed in accordance with and as permitted by such laws. Wherever possible each provision of this Guaranty shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Guaranty or application thereof shall be prohibited by or be invalid under such law, such provision or application as... the case may be shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or other applications or the remaining provisions of this Guaranty. 15. Assigns. This Guaranty is intended for and shall inure to the benefit of Lender and its respective successors and assigns. (a) Notices. Any notice or demand to Guarantor in connection herewith may be given and shall conclusively be deemed to have been given and received three (3) days after deposit thereof in writing, in the U.S. mail, postage prepaid, certified mail, return receipt requested, and addressed to Guarantor at the address of Guarantor then appearing on the records of Lender; but actual notice or demand, however given or received, shall always be effective and email notice to Guarantor. View More
