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 Amendment shall be governed by and controlled and enforced in accordance with the laws of the State of Delaware applicable to agreements made and to be performed wholly within such State, without regard to its conflict of law rules that would result in the application of the laws of another jurisdiction.
Governing Law. This Amendment shall be governed by and controlled construed and enforced in accordance with the laws of the State of Delaware applicable to agreements made and to be performed wholly within such State, without regard to its conflict of law rules that would result in the application of the laws of another jurisdiction. rules.
Governing Law. This 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 laws of the State of Colorado (without regard to its choice of law provisions). The parties acknowledge and agree that in connection with any dispute hereunder, Company shall pay all costs and expenses, including, without limitation, its own and Employee's legal fees and expenses. Notwithstanding the above, if Company is the prev...ailing party in a dispute, it shall have the right to collect from Employee reasonable costs and necessary disbursements and attorneys' fees incurred on behalf of Employee in the dispute. 15 21. MISCELLANEOUS. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Employee and such officer or director as may be designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. This Agreement together with all exhibits hereto sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersedes any and all prior agreements or understandings between the Employee and the Company with respect to the subject matter hereof. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement. The payment or provision to the Employee by the Company of any remuneration, benefits or other financial obligations pursuant to this Agreement and any indemnification obligations, shall be allocated between the Company and the Operating Partnership by the Compensation Committee based on any reasonable method.View More
Governing Law. This 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 laws of the State of Colorado New Jersey (without regard to its choice of law provisions). The parties acknowledge and agree that in connection with any dispute hereunder, Company shall pay all costs and expenses, including, without limitation, its own and Employee's legal fees and expenses. Notwithstanding the above, if Company ...is the prevailing party in a dispute, it shall have the right to collect from Employee reasonable costs and necessary disbursements and attorneys' fees incurred on behalf of Employee in the dispute. 15 21. MISCELLANEOUS. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Employee and such officer or director as may be designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. This Agreement together with all exhibits hereto sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersedes any and all prior agreements or understandings between the Employee and the Company with respect to the subject matter hereof. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement. The payment or provision to the Employee by the Company of any remuneration, benefits or other financial obligations pursuant to this Agreement and any indemnification obligations, shall be allocated between the Company and the Operating Partnership by the Compensation Committee based on any reasonable method.View More
Governing Law. This 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 laws of the State of Colorado Delaware (without regard to its choice of law provisions). The parties acknowledge and agree that in connection with any dispute hereunder, Company shall pay all costs and expenses, including, without limitation, its own and Employee's legal fees and expenses. Notwithstanding the above, if Company is... the prevailing party in a dispute, it shall have the right to collect from Employee reasonable costs and necessary disbursements and attorneys' fees incurred on behalf of Employee in the dispute. 15 21. 12 20. MISCELLANEOUS. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Employee and such officer or director as may be designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. This Agreement together with all exhibits hereto sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersedes any and all prior agreements or understandings between the Employee and the Company with respect to the subject matter hereof. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement. The payment or provision to the Employee by the Company of any remuneration, benefits or other financial obligations pursuant to this Agreement and any indemnification obligations, shall be allocated between the Company and the Operating Partnership by the Compensation Committee based on any reasonable method.View More
Governing Law. This Plan and each Option or Restricted Stock Award shall be governed by the laws of Delaware, without regard to its principles of conflicts of law. APPENDIX A TO HOMOLOGY MEDICINES, INC. 2015 STOCK INCENTIVE PLAN FOR CALIFORNIA RESIDENTS ONLY This Appendix to the Homology Medicines, Inc. 2015 Stock Incentive Plan (the "Plan") shall have application only to participants in the Plan who are residents of the State of California. Capitalized terms contained herein shall have the same meanings given... to them in the Plan, unless otherwise provided in this Appendix. Notwithstanding any provision contained in the Plan to the contrary and to the extent required by applicable law, the following terms and conditions shall apply to all Options and Restricted Stock Awards (collectively "Awards") granted to residents of the State of California, until such time as the Common Stock becomes subject to registration under the Securities Act of 1933: 1. Awards shall be nontransferable other than by will or the laws of descent and distribution. Notwithstanding the foregoing, and to the extent permitted by Section 422 of the Code, the Board, in its discretion, may permit distribution of an Award to an inter vivos or testamentary trust in which the Award is to be passed to beneficiaries upon the death of the trustor (settler), or by gift to "immediate family" as that term is defined in Rule 16a-l(e) of the United States Exchange Act of 1934. INCENTIVE STOCK OPTION Granted by Homology Medicines, Inc. (the "Company") Under the 2015 Stock Incentive Plan This Option is and shall be subject in every respect to the provisions of the Company's 2015 Stock Incentive Plan, as amended from time to time (the "Plan"), which is incorporated herein by reference and made a part hereof. The holder of this Option (the "Holder") hereby accepts this Option subject to all the terms and provisions of the Plan and agrees that (a) in the event of any conflict between the terms hereof and those of the Plan, the latter shall prevail, and (b) all decisions under and interpretations of the Plan by the Board or the Committee shall be final, binding and conclusive upon the Holder and his or her heirs and legal representatives.View More
Governing Law. This Plan and each Option or Restricted Stock Award shall be governed by the laws of Delaware, The Commonwealth of Massachusetts, without regard to its principles of conflicts of law. APPENDIX A TO HOMOLOGY MEDICINES, INC. 2015 SQZ BIOTECHNOLOGIES COMPANY 2014 STOCK INCENTIVE PLAN FOR CALIFORNIA RESIDENTS ONLY This Appendix to the Homology Medicines, Inc. 2015 SQZ Biotechnologies Company 2014 Stock Incentive Plan (the "Plan") shall have application only to participants in the Plan who are reside...nts of the State of California. Capitalized terms contained herein shall have the same meanings given to them in the Plan, unless otherwise provided in this Appendix. Notwithstanding any provision contained in the Plan to the contrary and to the extent required by applicable law, the following terms and conditions shall apply to all Options and Restricted Stock Awards (collectively "Awards") granted to residents of the State of California, until such time as the Common Stock becomes subject to registration under the Securities Act of 1933: 1. Awards shall be nontransferable other than by will or the laws of descent and distribution. Notwithstanding the foregoing, and to the extent permitted by Section 422 of the Code, the Board, in its discretion, may permit distribution of an Award to an inter vivos or testamentary trust in which the Award is to be passed to beneficiaries upon the death of the trustor (settler), (settlor), or by gift to "immediate family" as that term is defined in Rule 16a-l(e) 16a-1 (e) of the United States Exchange Act of 1934. INCENTIVE SQZ Biotechnologies Company (the "Company") STOCK OPTION Granted AGREEMENT The Option described in this Stock Option Agreement (the "Option Agreement") was granted by Homology Medicines, Inc. the Company on the date of grant set forth below (the "Company") Under the 2015 Stock Incentive Plan This Option is and shall be subject in every respect "Date of Grant") pursuant to the provisions of the Company's 2015 2014 Stock Incentive Plan, as amended from time to time (the "Plan"), which is incorporated herein by reference and made a part hereof. The holder of this Option (the "Holder") hereby accepts this Option subject to all the terms and provisions of the Plan and this Option Agreement and agrees that (a) in the event of any conflict between the terms hereof and those of the Plan, the latter terms of the Plan shall prevail, and (b) all decisions under and interpretations of the Plan by the Board of Directors of the Company (the "Board") or of a committee that the Committee Board appoints (the "Committee") shall be final, binding and conclusive upon the Holder and his or her heirs and legal representatives. View More
Governing Law. This Plan and each Option or Restricted Stock Award shall be governed by the laws of Delaware, without regard to its principles of conflicts of law. -12- APPENDIX A TO HOMOLOGY MEDICINES, CYCLOPORTERS, INC. 2015 2016 STOCK INCENTIVE PLAN FOR CALIFORNIA RESIDENTS ONLY This Appendix to the Homology Medicines, CycloPorters, Inc. 2015 2016 Stock Incentive Plan (the "Plan") shall have application only to participants in the Plan who are residents of the State of California. Capitalized terms containe...d herein shall have the same meanings given to them in the Plan, unless otherwise provided in this Appendix. Notwithstanding any provision contained in the Plan to the contrary and to the extent required by applicable law, the following terms and conditions shall apply to all Options and Restricted Stock Awards (collectively "Awards") granted to residents of the State of California, until such time as the Common Stock becomes subject to registration under the Securities Act of 1933: 1. Awards shall be nontransferable other than by will or the laws of descent and distribution. Notwithstanding the foregoing, and to the extent permitted by Section 422 of the Code, the Board, in its discretion, may permit distribution of an Award to an inter vivos or testamentary trust in which the Award is to be passed to beneficiaries upon the death of the trustor (settler), (settlor), or by gift to "immediate family" as that term is defined in Rule 16a-l(e) 16a-1(e) of the United States Exchange Act of 1934. INCENTIVE STOCK OPTION Granted by Homology Medicines, CycloPorters, Inc. (the "Company") Under the 2015 2016 Stock Incentive Plan This Option is and shall be subject in every respect to the provisions of the Company's 2015 2016 Stock Incentive Plan, as amended from time to time (the "Plan"), which is incorporated herein by reference and made a part hereof. The holder of this Option (the "Holder") hereby accepts this Option subject to all the terms and provisions of the Plan and agrees that (a) in the event of any conflict between the terms hereof and those of the Plan, the latter shall prevail, and (b) all decisions under and interpretations of the Plan by the Board or the Committee shall be final, binding and conclusive upon the Holder and his or her heirs and legal representatives. View More
Governing Law. This Plan and each Option or Restricted Stock Award shall be governed by the laws of Delaware, without regard to its principles of conflicts of law. Adopted: March 24, 2014 Amended: May 15, 2015 Amended: March 16, 2016 Amended: December 21, 2016 Amended: March 7, 2017 APPENDIX A TO HOMOLOGY MEDICINES, SCPHARMACEUTICALS INC. 2015 2014 STOCK INCENTIVE PLAN FOR CALIFORNIA RESIDENTS ONLY This Appendix to the Homology Medicines, scPharmaceuticals Inc. 2015 2014 Stock Incentive Plan (the "Plan") shall... have application only to participants in the Plan who are residents of the State of California. Capitalized terms contained herein shall have the same meanings given to them in the Plan, unless otherwise provided in this Appendix. Notwithstanding any provision contained in the Plan to the contrary and to the extent required by applicable law, the following terms and conditions shall apply to all Options and Restricted Stock Awards (collectively "Awards") granted to residents of the State of California, until such time as the Common Stock becomes subject to registration under the Securities Act of 1933: 1. Awards shall be nontransferable other than by will or the laws of descent and distribution. Notwithstanding the foregoing, and to the extent permitted by Section 422 of the Code, the Board, in its discretion, may permit distribution of an Award to an inter vivos or testamentary trust in which the Award is to be passed to beneficiaries upon the death of the trustor (settler), (settlor), or by gift to "immediate family" as that term is defined in Rule 16a-l(e) 16a-1(e) of the United States Exchange Act of 1934. INCENTIVE NON-STATUTORY STOCK OPTION Granted by Homology Medicines, scPharmaceuticals Inc. (the "Company") Under the 2015 2014 Stock Incentive Plan This Option is and shall be subject in every respect to the provisions of the Company's 2015 2014 Stock Incentive Plan, as amended from time to time (the "Plan"), which is incorporated herein by reference and made a part hereof. The holder of this Option (the "Holder") hereby accepts this Option subject to all the terms and provisions of the Plan and agrees that (a) in the event of any conflict between the terms hereof and those of the Plan, the latter shall prevail, and (b) all decisions under and interpretations of the Plan by the Board or the Committee shall be final, binding and conclusive upon the Holder and his or her heirs and legal representatives. View More
Governing Law. This Release is made and entered into in the State of California and shall in all respects be interpreted, enforced and governed under the laws of California.
Governing Law. This Release is made and entered into in the State of California and shall in all respects be interpreted, enforced enforced, and governed under the laws law of California. that state, without reference to conflict of law provisions thereof.
Governing Law. This Release Agreement is made and entered into in the State of California and shall in all respects be interpreted, enforced enforced, and governed by and under the laws of the State of California.
Governing Law. To the extent federal law does not otherwise control, this RSU Agreement shall be governed by the laws of Delaware, without giving effect to principles of conflicts of laws.
Governing Law. To the extent federal law does not otherwise control, this RSU Agreement shall be governed by the laws of Delaware, without giving effect to principles of conflicts of laws.
Governing Law. All questions concerning the construction, validity and interpretation of this Note will be governed by and construed in accordance with the domestic laws of the State of Colorado, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Colorado or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Colorado.
Governing Law. All questions concerning the construction, validity and interpretation of this Note will be governed by and construed in accordance with the domestic laws of the State of Colorado, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Colorado or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Colorado. ALL QUESTIONS CONCERNING THE CONSTRUCTION, INTERPRETATION AND VALIDITY OF THIS ...AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE DOMESTIC LAWS OF THE STATE OF COLORADO, WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE (WHETHER IN THE STATE OF COLORADO OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THOSE OF THE STATE OF COLORADO. View More
Governing Law. All questions concerning the construction, validity and interpretation of this Note will be governed by and construed in accordance with the domestic laws of the State of Colorado, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Colorado or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Colorado. ALL ISSUES AND QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND... INTERPRETATION OF THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF COLORADO, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW RULES OR PROVISIONS (WHETHER OF THE STATE OF COLORADO OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF COLORADO. View More
Governing Law. The internal laws of the State of New York (without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of laws of any other jurisdiction) govern all matters arising out of or relating to this Note and all of the transactions it contemplates, including its validity, interpretation, construction, performance and enforcement and any disputes or controversies arising therefrom or related there...to.View More
Governing Law. The internal laws of the State of New York India (without giving effect to any choice or conflict of law provision or rule (whether of the State of New York India or any other jurisdiction) that would cause the application of laws of any other jurisdiction) govern all matters arising out of or relating to this Note Amendment and its Exhibits and all of the transactions it contemplates, including its validity, interpretation, construction, performance and enforcement and any disputes or controver...sies arising therefrom or related thereto. View More
Governing Law. The Agreement, this Master Confirmation, each Supplemental Confirmation and all matters arising in connection with the Agreement, this Master Confirmation and each Supplemental Confirmation shall be governed by, and construed and enforced in accordance with, the laws of the State of New York (without reference to its choice of laws doctrine other than Title 14 of Article 5 of the New York General Obligations Law).22. Offices. (a) The Office of Dealer for each Transaction is: [ ]. (b) The Office ...of Counterparty for each Transaction is: Not Applicable. Counterparty is not a Multibranch Party.View More
Governing Law. The Agreement, this Master Confirmation, each Supplemental Confirmation and all matters arising in connection with the Agreement, this Master Confirmation and each Supplemental Confirmation shall be governed by, and construed and enforced in accordance with, the laws of the State of New York (without reference to its choice of laws doctrine other than Title 14 of Article 5 of the New York General Obligations Law).22. Law).24. Offices. (a) The Office of Dealer for each Transaction is: [ ]. London...JPMorgan Chase Bank, National AssociationLondon Branch25 Bank StreetCanary WharfLondon E14 5JPEngland (b) The Office of Counterparty for each Transaction is: Not Applicable. Counterparty is not a Multibranch Party. View More
Governing Law. This Agreement and all rights hereunder shall be governed by the laws of the State of South Carolina, except to the extent governed by the laws of the United States of America in which case federal laws shall govern. The parties agree that any appropriate state court located in Horry County, South Carolina or federal court for the District of South Carolina shall have exclusive jurisdiction of any case or controversy arising under or in connection with this Agreement shall be a proper forum in w...hich to adjudicate such case or controversy. The parties consent and waive any objection to the jurisdiction or venue of such courts.View More
Governing Law. This Agreement and all rights hereunder shall be governed by the laws of the State of South Carolina, except to the extent governed by the laws of the United States of America in which case federal laws shall govern. The parties agree that any appropriate state court located in Horry County, South Carolina or federal court for the District of South Carolina shall have exclusive jurisdiction of any case or controversy arising under or in connection with this Agreement shall be a proper forum in w...hich to adjudicate such case or controversy. The parties consent and waive any objection to the jurisdiction or venue of such courts. 8 Exhibit 10.1 13. Non-Waiver. Failure of the Employer to enforce any of the provisions of this Agreement or any rights with respect thereto shall in no way be considered to be a waiver of such provisions or rights, or in any way affect the validity of this Agreement. View More
