Governing Law Contract Clauses (31,005)

Grouped Into 1,148 Collections of Similar Clauses From Business Contracts

This page contains Governing Law clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.
Governing Law. This Agreement shall be governed and interpreted by and construed in accordance with the laws of the State of New York.
Governing Law. This Agreement shall be governed by by, and construed in accordance with with, the internal laws of the State of New York. York, without reference to principles of conflicts of laws.
Governing Law. This Agreement shall be governed by construed and construed in accordance with enforced according to the laws of the State of New York. California.
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Governing Law. This Warrant shall be governed by and construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Warrant shall be governed by, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. The Com...pany hereby irrevocably submits to the 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 herewith or with any transaction contemplated hereby or discussed herein, 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. The Company 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 to such party at the address it set forth on the signature page hereto 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. Nothing contained herein shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the Company's obligations to the Holder, to realize on any collateral or any other security for such obligations, or to enforce a judgment or other court ruling in favor of the Holder. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY. View More
Governing Law. This Warrant Note shall be governed by and construed and enforced in accordance accor­dance with, and all questions concerning the construction, validity, interpretation and performance of this Warrant Note shall be governed by, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the Stat...e of New York. The Company hereby irrevocably submits Any Action seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the exclusive jurisdiction transactions contemplated by this Agreement, shall be resolved by arbitration before a panel of three (3) arbitrators, administered by JAMS under its arbitration rules then in effect and held in the state and federal courts sitting Borough of Manhattan in The the City of New York, Borough and judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. The parties agree that irreparable damage would occur if any provision of Manhattan, for this Agreement were not performed in accordance with the adjudication terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and other remedy to which they are entitled. The Holder 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, venue, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. The Company 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 to such party at the address it set forth on the signature page hereto 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. Nothing contained herein In the event that any provision of this Note is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or operate to preclude rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the Holder from bringing suit validity or taking other legal action against the Company in enforceability of any other jurisdiction to collect on the Company's obligations to the Holder, to realize on any collateral or any other security for such obligations, or to enforce a judgment or other court ruling in favor provision of the Holder. this Note. EACH OF THE HOLDER AND THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY. 7 Vynleads, Inc. Convertible Note 16. CERTAIN DEFINITIONS. For purposes of this Note, the following terms shall have the following meanings: a. "Acquisition Event" means (i) the acquisition of the Company by another entity by means of any transaction or series of related transactions to which the Company is party (including, without limitation, any stock acquisition, reorganization, merger or consolidation), (ii) a sale, lease, exclusive license or other disposition of all or substantially all of the assets of the Company and its subsidiaries taken as a whole by means of any transaction or series of related transactions, except where such sale, lease, exclusive license or other disposition is to a wholly owned subsidiary of the Company or (iii) a Change of Control occurs. b. "Affiliate" means with respect to any Person, any other Person who, directly or indirectly (including through one or more intermediaries), controls, is controlled by, or is under common control with, such Person. For purposes of this definition, "control," when used with respect to any specified Person, shall mean the power, direct or indirect, to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities or partnership or other ownership interests, by contract or otherwise; and the terms "controlling" and "controlled" shall have correlative meanings. c. "Business Day" means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed. d. "Capital Stock" shall mean any class or series of equity securities issued by the Company." e. "Change of Control" means any person or group of persons within the meaning of § 13(d)(3) of the Securities Exchange Act of 1934, as amended, becomes the beneficial owner, directly or indirectly, of 50% or more of the outstanding equity interests of the Company. f. "Interest Rate" means eight percent (8%) per annum. g. "Issuance Date" means the "Issuance Date" set forth above. h. "Maturity Date" shall mean eighteen (18) months from the date hereof. i. "Person" means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and a government or any department or agency thereof. View More
Governing Law. This Warrant shall be governed by and construed and enforced in accordance with, and all questions concerning with the construction, validity, interpretation and performance of this Warrant shall be governed by, the internal laws of the State of Nevada without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts or in the federal courts located in the New ...York, without giving effect NY. The parties to this Warrant hereby irrevocably waive any choice objection to jurisdiction and venue of law any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or conflict venue or based upon forum non conveniens. THE BORROWER HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY. The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs. In the event that any provision of law provision or rule (whether of the State of New York this Warrant or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. The Company hereby irrevocably submits to the 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 agreement delivered in connection herewith is invalid or with unenforceable under any transaction contemplated hereby applicable statute or discussed herein, and hereby irrevocably waives, and agrees not rule of law, then such provision shall be deemed inoperative to assert in any suit, action or proceeding, any claim the extent that it is may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not personally subject to affect the jurisdiction validity or enforceability of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue other provision of such suit, action or proceeding is improper. The Company any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it set forth on the signature page hereto 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. Nothing contained herein shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the Company's obligations to the Holder, to realize on any collateral or any other security for such obligations, or to enforce a judgment or other court ruling in favor of the Holder. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY. View More
Governing Law. This Warrant All questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed by and construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Warrant shall be governed by, with the internal laws of the State of New York, without giving effect regard to any choice the principles of conflicts of law or conflict thereof. Each of law provision or rule (whether Maker and... Payee agree that all legal proceedings concerning the interpretations, enforcement and defense of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. The Company hereby irrevocably submits to the exclusive jurisdiction of this Note shall be commenced in the state and federal courts sitting in The the City of New York, Borough of Manhattan, Manhattan (the "New York Courts"). Each of Maker and Payee hereby irrevocably submit to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or (including with any transaction contemplated hereby or discussed herein, respect to the enforcement of this Note), 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 improper. Each of such suit, action or proceeding is improper. The Company Maker and Payee hereby irrevocably waives waive personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party the other at the address in effect for notices to it set forth on the signature page hereto under this Note 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. Nothing contained herein Each of Maker and Payee hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Note or the transactions contemplated hereby. 16. Notice. Any and all notices or other communications or deliveries to be provided by the Payee hereunder, including, without limitation, any conversion notice, shall be in writing and delivered personally, by facsimile, sent by a nationally recognized overnight courier service or sent by certified or registered mail, postage prepaid, addressed to the Maker, or such other address or facsimile number as the Maker may specify for such purposes by notice to the Payee delivered in accordance with this paragraph. Any and all notices or other communications or deliveries to be provided by the Maker hereunder shall be in writing and delivered personally, by facsimile, sent by a nationally recognized overnight courier service or sent by certified or registered mail, postage prepaid, addressed to the Payee at the address of the Payee appearing on the books of the Maker, or if no such address appears, at the principal place of business of the Payee. Any notice or other communication or deliveries hereunder shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Company in any other jurisdiction to collect given and effective on the Company's obligations to earliest of (i) the Holder, to realize date of transmission if delivered by hand or by telecopy that has been confirmed as received by 5:00 p.m. on a business day, (ii) one business day after being sent by nationally recognized overnight courier or received by telecopy after 5:00 p.m. on any collateral day, or any other security for such obligations, (iii) five business days after being sent by certified or to enforce a judgment or other court ruling in favor of the Holder. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY. registered mail, postage and charges prepaid, return receipt requested. View More
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Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. This Agreement and the rights and obligations of the Parties shall be governed by and construed and enforced in accordance with the substantive laws of New York.
Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. This Agreement and the rights and obligations of the Parties shall be governed by and construed and enforced in accordance with the substantive laws of the State of New York without regard to principles of conflicts of laws thereunder.
Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. This Amendment and the rights and obligation of the Parties to this Amendment will be governed by, and construed and interpreted in accordance with, the law of the State of New York.
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Governing Law. The Note shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.
Governing Law. The Note shall This Amendment is to be governed by and construed in accordance with and governed by the internal laws of the State of New York, Colorado without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the internal laws of the State of New York. Colorado to the rights and duties of the parties.
Governing Law. The Note This Amendment, and all matters arising directly or indirectly herefrom, are to be construed and enforced in accordance with and shall be governed by and construed in accordance with the internal laws of the State of New York, York without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) jurisdictions) that would cause the application of the laws of any jurisdiction jurisdictions other than the State of ...New York. View More
Governing Law. The Note This Agreement shall be governed by and construed and interpreted in accordance with the internal laws Laws of the State of New York, Utah, without giving effect to any choice of law or conflict the conflicts of law provision or rule (whether of the State of New York Utah or any other jurisdiction) that would cause the application of the laws Laws of any jurisdiction other than the State of New York. Utah.
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Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles of conflicts of laws.
Governing Law. THIS FIFTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL WILL BE GOVERNED BY BY, AND CONSTRUED IN ACCORDANCE WITH WITH, THE LAWS OF THE STATE OF NEW YORK.
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Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Delaware, without giving effect to the conflict of law principles thereof. For the purpose of litigating any dispute that arises under this Agreement, whether at law or in equity, the parties hereby consent to exclusive jurisdiction in the Commonwealth of Massachusetts and agree that such litigation shall be conducted in the state courts of the Commonwealth of Massachusetts or the federal courts of the Uni...ted States for the District of Massachusetts. View More
Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Delaware, without giving effect to the conflict of law principles thereof. For the purpose of litigating any dispute that arises under this Agreement, whether at law or in equity, the parties hereby consent to exclusive jurisdiction in the Commonwealth state of Massachusetts New York and agree that such litigation shall be conducted in the state courts of the Commonwealth state of Massachusetts New York or... the federal courts of the United States for the District of Massachusetts. Manhattan. View More
Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, Nevada, without giving effect to the conflict of law principles thereof. For the purpose of litigating any dispute that arises under this Agreement, whether at law or in equity, the parties hereby consent to exclusive jurisdiction in the Commonwealth of Massachusetts Nevada and agree that such litigation shall be conducted in the state courts of the Commonwealth of Massachusetts C...lark County, Nevada or the federal courts of the United States for the District of Massachusetts. Nevada. 8 16. BENEFIT OF AGREEMENT. Subject to the provisions of the Plan and the other provisions hereof, this Agreement shall be for the benefit of and shall be binding upon the heirs, executors, administrators, successors and assigns of the parties hereto. View More
Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without giving effect to the conflict of law principles thereof. For the purpose of litigating any dispute that arises under this Agreement, whether at law or in equity, the parties hereby consent to exclusive jurisdiction in the Commonwealth of Massachusetts Utah and agree that such litigation shall be conducted in the state courts of the Commonwealth of Massachusetts Salt Lake C...ity, Utah or the federal courts of the United States for the District of Massachusetts. Utah. View More
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Governing Law. This Amendment shall be governed by and construed in accordance with the Laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of laws thereof.
Governing Law. This Amendment Agreement shall be governed by and construed in accordance with the Laws laws of the State state of Delaware, regardless Delaware (regardless of the Laws laws that might otherwise govern under applicable Delaware principles of conflicts of laws thereof. law).
Governing Law. This Amendment Agreement shall be governed by and construed in accordance with the Laws laws of the State of Delaware, regardless of Florida, without regard to the Laws laws that might otherwise govern under applicable principles of conflicts of laws thereof.
Governing Law. This Amendment Agreement shall be governed by and construed in accordance with the Laws laws of the State state of Delaware, regardless Delaware (regardless of the Laws laws that might otherwise govern under applicable Delaware principles of conflicts of laws thereof. law).
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Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware applicable to contracts made and to be performed in such state without giving effect to the principles of conflicts of laws.
Governing Law. This Agreement shall will be governed by and construed and enforced in accordance with the laws of the State of Delaware applicable to contracts made and to be performed in such that state without giving effect to the principles of conflicts of laws.
Governing Law. This Agreement shall will be governed by and construed and enforced in accordance with the laws of the State of Delaware Nevada applicable to contracts made and to be performed in such that state without giving effect to the principles of conflicts of laws.
Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware California applicable to contracts made and to be performed in such state State without giving effect to the principles of conflicts of laws.
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Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW.
Governing Law. THIS AMENDMENT COMMITMENT LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLE OF CONFLICTS OF LAWS PRINCIPLES THEREOF OR OF ANY OTHER JURISDICTION (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW. LAWS).
Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS CONFLICT OF LAWS PRINCIPLES THEREOF OTHER (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW. LAW).
Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF OTHER THAN SECTIONS This Agreement shall be governed by and construed in accordance with the laws of the State of New York including, without limitation, Sections 5-1401 AND and 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW. of the New York General Obligations Law without regard to the conflict of laws principles thereof.
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Governing Law. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts made and to be performed entirely within such State.
Governing Law. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware Maryland and for all purposes shall be governed by and construed in accordance with the internal laws of such the State of Maryland applicable to contracts to be made and to be performed entirely within such State. the State of Maryland, except that the rights, duties and obligations of the Rights Agent shall be governed by and construed in accordance with the laws of the State of New York.
Governing Law. This Amendment shall will be deemed to be a contract made under pursuant to the laws of the State of Delaware and for all purposes shall will be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts made and to be performed entirely within such State; provided, however, that all provisions regarding the rights, duties and obligations of the Rights Agent will be governed by and construed in accordance with the laws of the State of New York applicab...le to contracts made and to be performed entirely within such State. View More
Governing Law. This Amendment and Termination shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State state applicable to contracts to be made and to be performed entirely within such State. state.
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