Governing Law Contract Clauses (30,438)

Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to conflicts of laws principles that would result in the application of the Law of any other jurisdiction. 2 10. Submission to Jurisdiction; Appointment of Agent for Service of Process. Each of the Parties hereto (i) consents to submit itself to the personal jurisdiction of the Court of Chancery of the State of Delaware (the "Chancery Court") or, if, but only if, the Ch...ancery Court lacks subject matter jurisdiction, any federal court located in the State of Delaware with respect to any dispute arising out of, relating to or in connection with this Agreement or any of the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that it will not bring any action arising out of, relating to or in connection with this Agreement or any of the transactions contemplated by this Agreement in any court other than the courts of the State of Delaware, as described above, and (iv) waives any right to trial by jury with respect to any action related to or arising out of this Agreement or any of the transactions contemplated hereby. Nothing in this Section 10 shall prevent any Party from bringing an action or proceeding in any jurisdiction to enforce any judgment of the Chancery Court or any federal court located in the State of Delaware, as applicable. Each Party to this Agreement irrevocably consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 10 in the manner provided for notices in Section 10.1 of the Merger Agreement. View More

Governing Law. The validity and effect of this Amendment and the rights and obligations of the parties hereto shall be governed by and construed and enforced in accordance with the laws of the State of Georgia.

Governing Law. This Agreement shall be governed by and construed and enforced in accordance with California law, without giving effect to the principles of conflict of laws thereof. Employee represents that he/she has read this Agreement, including Exhibit A, and is familiar with its terms and provisions. Employee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Company's Board of Directors or the Compensation Committee thereof upon any questions arising under th...is Agreement. EXHIBIT A TO RESTRICTED STOCK AGREEMENT (THE "AGREEMENT") Realty Income Corporation, a Maryland corporation (the "Company"), pursuant to the 2012 Incentive Award Plan of Realty Income Corporation, as amended from time to time (the "Plan"), hereby grants to the Employee the Shares set forth below (the "Grant"). This Grant is subject to all of the terms and conditions set forth herein, as well as the Agreement. As a condition to the grant of the Shares to Employee, Employee must accept the terms of the Agreement including this Exhibit, which sets forth the rights and obligations of the parties with respect to the Shares. Employee: Grant Date: Shares Granted: Vesting Schedule: Vesting Dates Number of Shares Type of Award: Restricted Stock Award By accepting this Grant (by clicking on the "Accept" button), Employee represents that he/she has read the Agreement, including this Exhibit A, and is familiar with its terms and provisions. Employee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Company's Board of Directors or the Compensation Committee thereof upon any questions arising under the Agreement or this Grant. EX-10.30 2 a15-23382_1ex10d30.htm EX-10.30 Exhibit 10.30 RESTRICTED STOCK AGREEMENT THIS RESTRICTED STOCK AGREEMENT (the "Agreement") is made between the employee set forth on Exhibit A ("Employee") and Realty Income Corporation, a Maryland corporation (the "Company"), as of the Grant Date set forth on Exhibit A (the "Effective Date"). RECITALS (1) Pursuant to the 2012 Incentive Award Plan of Realty Income Corporation, as amended from time to time (the "Plan"), on the Grant Date set forth on Exhibit A (the "Grant Date") the Company granted to Employee an award of restricted common stock of the Company, the number of shares of which is set forth on Exhibit A (the "Shares"). (2) As a condition to Employee's grant of the Shares, Employee must accept this Restricted Stock Agreement, which sets forth the rights and obligations of the parties with respect to the Shares. (3) The Plan's terms are hereby incorporated herein by reference. Capitalized terms not defined herein shall have the meanings ascribed to them in the Plan. View More

Governing Law. This Plan of Division shall be governed by and construed under the laws of the Commonwealth of Pennsylvania.

Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Michigan, without regard to the conflict of law principles thereof. The parties and their respective Representatives: (a) irrevocably and unconditionally consent and submit to the jurisdiction of state courts located in Michigan and federal courts located in Wayne County, Michigan, for purposes of any action, suit or proceeding arising out of or relating to this Agreement; (b) agree that service of any pro...cess, summons, notice or document by U.S. registered mail to the address set forth in Section 12 of this Agreement shall be effective service of process for any action, suit or proceeding brought against them; (c) irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of or relating to this Agreement in any state court located in Michigan or federal court located in Wayne County, Michigan; and (d) irrevocably and unconditionally waive the right to plead or claim, and irrevocably and unconditionally agree not to plead or claim, that any action, suit or proceeding arising out of or relating to this Agreement that is brought in any state court located in Michigan or federal court located in Wayne County, Michigan, has been brought in an inconvenient forum. 10 17. Severability. In the event one or more of the provisions of this Agreement should, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. View More

Governing Law. The validity, interpretation and performance of this Agreement shall be governed according to the laws of the State of New York applicable to agreements made and to be performed entirely in that state, without reference to any conflict of laws rules or principles. /s/ Sheldon Hirt Date: May 23, 2015 Sheldon Hirt 2 Progenics Pharmaceuticals, Inc. 777 Old Saw Mill River Road Tarrytown, New York 10591 Fax: (914) 789-2817 (914) 789-2800 www.progenics.com EMPLOYEE NON-COMPETITION AND NON-SOLICITATION... AGREEMENT Name: Sheldon Hirt Employment Date: On or before July 6, 2015 In consideration of my employment, continued employment and the salary/wages paid to me by Progenics Pharmaceuticals, Inc. or any of its parent, subsidiary or affiliate companies (all hereafter collectively called "Progenics") and other good and valuable consideration, I understand and agree to the following provisions for the protection of Progenics: 1. Non-Competition. In the event of the termination of my employment at Progenics, to the extent that such termination is voluntary, I will not for a period of one (1) year accept a consulting engagement or employment with a company or other entity engaged in the development, production, marketing or sale of products or services that directly compete or, upon commercialization, would directly compete with products of the Company being developed (so long as such development has not been abandoned), marketed or sold at the time of termination, without written permission from Progenics. Such permission will not be unreasonably withheld in those instances where such employment does not involve risk of use or disclosure of any Confidential Information which I may acquire during the course of my employment with Progenics. As used herein, the term "Confidential Information" refers to all confidential proprietary rights or any knowledge, information or materials about the products, services, know-how, research and development, customers, business plans of Progenics or any confidential information about financial matters, marketing, pricing, compensation or any other confidential information of Progenics, its customers, or others from whom Progenics has received information under obligations of confidence. View More

Governing Law. This Separation Agreement shall be governed by and construed in accordance with the internal law of the State of New York without application of its principles of conflict of laws.

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland, without giving effect to conflict of laws. Any action or proceeding by either of the parties to enforce this Agreement shall be brought only in a state or federal court located in the state of Maryland. The parties hereby irrevocably submit to the exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue. View More

Governing Law. This Agreement will be governed by and interpreted in accordance with the laws of the State of New York without giving effect to the rules governing the conflicts of law. 2 9. Amendments. This Agreement and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought.

Governing Law. This Supplemental Indenture and the Notes, and any claim, controversy or dispute arising under or related to this Supplemental Indenture or the Notes, shall be governed by, and construed in accordance with, the laws of the State of New York.