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 Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to the applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby. This Supplemental Indenture is subject to the provisions of the Trust Indenture Act that are required to be part of the Indenture and this Supplemental Indenture and shall, to the extent applicable, be governed b...y such provisions.View More
Governing Law. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to the applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby. York. This Supplemental Indenture is subject to the provisions of the Trust Indenture Act Act, that are required to be part of the Indenture and this First Supplemental Indenture and shall, to the extent applicab...le, be governed by such provisions. View More
Governing Law. This Supplemental Indenture shall be governed by, by and construed in accordance with, with the laws of the State of New York, without giving effect as applied to contracts made and performed within the applicable principles state of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby. New York. This Supplemental Indenture is subject to the provisions of the Trust Indenture Act TIA that are required to be part of the Indenture and thi...s Supplemental Indenture and shall, to the extent applicable, be governed by such provisions. View More
Governing Law. The performance, construction and enforcement of this Agreement and the documents executed in connection with this Agreement shall be governed by the laws of the State of Maryland, notwithstanding any choice of law or conflicts of law rule that would otherwise dictate the application of the law of a different jurisdiction. The parties agree that any action or proceeding in respect of any claim arising out of or related to this Agreement shall be brought exclusively in a federal or state court lo...cated in the State of Maryland (the "Chosen Court") and (i) hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the Chosen Court for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby, (ii) waive any objection to laying venue in any such action or proceeding in the Chosen Court and (iii) waive any objection that the Chosen Court are an inconvenient forum or lack jurisdiction.View More
Governing Law. The performance, construction and enforcement of this Agreement and the documents executed in connection with this Agreement shall be governed by the laws of the State of Maryland, Delaware, notwithstanding any choice of law or conflicts of law rule that would otherwise dictate the application of the law of a different jurisdiction. The parties agree that any action or proceeding in respect of any claim arising out of or related to this Agreement shall be brought exclusively in a federal or stat...e court located in the State of Maryland Delaware (the "Chosen Court") and (i) hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the Chosen Court for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby, (ii) waive any objection to laying venue in any such action or proceeding in the Chosen Court and Court, (iii) waive any objection that the Chosen Court are is an inconvenient forum or lack jurisdiction. lacks jurisdiction and (iv) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 13. Each party hereto irrevocably and unconditionally waives any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement. Each of the parties hereto agrees that a final judgment in any lawsuit, action or other proceeding arising out of or relating to this Agreement brought in the Chosen Courts shall be conclusive and binding upon each of the parties hereto and may be enforced in any other courts the jurisdiction of which each of the parties hereto is or may be subject, by suit upon such judgment. View More
Governing Law. The performance, construction and enforcement of this Agreement and the documents executed in connection with this Agreement shall be governed by the laws of the State of Maryland, notwithstanding any choice of law or conflicts of law rule that would otherwise dictate the application of the law of a different jurisdiction. The parties agree that any action or proceeding in respect of any claim arising out of or related to this Agreement shall be brought exclusively in a federal or state court lo...cated in the State of Maryland (the "Chosen Court") and (i) hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the Chosen Court for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby, (ii) waive any objection to laying venue in any such action or proceeding in the Chosen Court and (iii) waive any objection that the Chosen Court are an inconvenient forum or lack jurisdiction. 6 13. No Waiver. Neither the failure nor any delay by a party in exercising any right, power or privilege under this Agreement will operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. View More
Governing Law. This Agreement is made under, and shall be construed in accordance with, the internal substantive laws of the State of Delaware without giving effect to the principles of conflict of laws thereof. [Remainder of Page Intentionally Left Blank, Signature Page to Follow] 4 Executed in the name and on behalf of the Company, as of the __ day of _____. 201_. THE HOWARD HUGHES CORPORATION By: Name: Title: The undersigned hereby acknowledges receipt of an executed original of this Agreement and accepts t...he right to receive the Restricted Shares or other securities covered hereby, subject to the terms and conditions of the Plan and the terms and conditions herein above set forth. GRANTEE Name: Date: 5 EX-10.5 2 hhc-20161231ex10515b3c6.htm EX-10.5 hhc_Ex10_5 Exhibit 10.5 THE HOWARD HUGHES CORPORATION RESTRICTED STOCK AGREEMENT FOR NONEMPLOYEE DIRECTORS WHEREAS, [Insert Name] (the "Grantee") is a director of The Howard Hughes Corporation (and its successors, the "Company"); WHEREAS, the grant of Restricted Stock was authorized by the Compensation Committee of the Board (the "Compensation Committee") on [Insert Date] (the "Date of Grant"); and WHEREAS, pursuant to the Company's Amended and Restated 2010 Incentive Plan (the "Plan"), and subject to the terms and conditions thereof and the terms and conditions of this agreement (the "Agreement"), the Company has granted to the Grantee as of the Date of Grant the right to receive [Insert Amount] shares of common stock of the Company (the "Restricted Shares"). NOW, THEREFORE, the Company and the Grantee hereby agree as follows: 1. Rights of Grantee. The Restricted Shares subject to this grant shall be fully paid and nonassessable and shall be either: (i) represented by certificates held in custody by the Company until all restrictions thereon have lapsed, together with a stock power or powers executed by the Grantee in whose name such certificates are registered, endorsed in blank and covering such Restricted Shares; or (ii) held at the Company's transfer agent in book entry form with appropriate restrictions relating to the transfer of such Restricted Shares, and endorsed with an appropriate legend referring to the restrictions hereinafter set forth. The Grantee shall have the right to vote the Restricted Shares. Upon vesting of the Restricted Shares pursuant to the terms and conditions of this Agreement, the Grantee: (x) shall receive cash dividends or cash distributions, if any, paid or made by the Company with respect to common shares after the Date of Grant and prior to the vesting of the Restricted Shares; and (y) shall receive any additional Restricted Shares that the Grantee may become entitled to receive by virtue of a Restricted Share dividend, a merger or reorganization in which the Company is the surviving corporation or any other change in the capital structure of the Company.View More
Governing Law. This Agreement is made under, and shall be construed in accordance with, the internal substantive laws of the State of Delaware without giving effect to the principles of conflict of laws thereof. [Remainder of Page Intentionally Left Blank, Signature Page to Follow] 4 2 Executed in the name and on behalf of the Company, as of the __ 2nd day of _____. 201_. October, 2017. THE HOWARD HUGHES CORPORATION By: /s/ David R. Weinreb Name: David R. Weinreb Title: Chief Executive Officer The undersigned ...Grantee hereby acknowledges receipt of an executed original of this Agreement and accepts the right to receive the Restricted Shares or other securities covered hereby, subject to the terms and conditions of the Plan and the terms and conditions herein above set forth. GRANTEE Name: /s/ Grant Herlitz Employee (Grantee) Date: 5 EX-10.5 2 hhc-20161231ex10515b3c6.htm EX-10.5 hhc_Ex10_5 October 2, 2017 3 EX-10.3 4 a17-22914_1ex10d3.htm EX-10.3 Exhibit 10.5 10.3 EXECUTION VERSION THE HOWARD HUGHES CORPORATION RESTRICTED STOCK AGREEMENT FOR NONEMPLOYEE DIRECTORS WHEREAS, [Insert Name] Grant Herlitz (the "Grantee") is a director an employee of The Howard Hughes Corporation (and its successors, the "Company"); WHEREAS, the grant of Restricted Stock was authorized by the Compensation Committee of the Board of Directors of the Company (the "Compensation Committee") on [Insert Date] (the "Date October 2, 2017; WHEREAS, the date of grant is October 2, 2017 ("Date of Grant"); and WHEREAS, pursuant to the Company's The Howard Hughes Corporation Amended and Restated 2010 Incentive Plan (the "Plan"), and subject to the terms and conditions thereof and the terms and conditions of this agreement (the (this "Agreement"), the Company has granted to the Grantee as of the Date of Grant the right to receive [Insert Amount] 42,764 shares of common stock of the Company (the "Restricted Shares"). NOW, THEREFORE, the Company and the Grantee hereby agree as follows: 1. Rights of Grantee. The Restricted Shares subject to this grant shall be fully paid and nonassessable and shall be either: (i) represented by certificates held in custody by the Company until all restrictions thereon have lapsed, together with a stock power or powers executed by the Grantee in whose name such certificates are registered, endorsed in blank and covering such Restricted Shares; or (ii) held at the Company's transfer agent in book entry form with appropriate restrictions relating to the transfer of such Restricted Shares, and endorsed with an appropriate legend referring to the restrictions hereinafter set forth. The Grantee shall have the right to vote the Restricted Shares. Upon vesting of the Restricted Shares pursuant to the terms and conditions of this Agreement, hereunder, the Grantee: (x) shall receive cash dividends or cash distributions, if any, paid or made by the Company with respect to common shares after the Date of Grant and prior to the vesting of the Restricted Shares; and (y) shall receive any additional Restricted Shares that the Grantee may become entitled to receive by virtue of a Restricted Share dividend, a merger or reorganization in which the Company is the surviving corporation or any other change in the capital structure of the Company. View More
Governing Law. This Agreement shall be governed in all aspects by the laws of the State of Florida without regard to its rules governing conflicts of law.
Governing Law. This Agreement letter shall be governed in all aspects by the laws of the State of Florida Florida, without regard to its rules governing conflicts of law.
Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed by and construed and enforced solely and exclusively in accordance with the laws of the state of Iowa without regard to any statutory or common-law provision pertaining to conflicts of laws. The Parties agree that state and federal courts of competent jurisdiction in the State of Iowa shall have concurrent jurisdiction for purposes of entering temporary, preliminary and permanent in...junctive relief with regard to any action arising out of any breach or alleged breach of the Note. The Parties agree to submit to the personal jurisdiction of such courts and any other applicable court within the state of Iowa. The Parties waive any claim that that any of the foregoing courts is an inconvenient forum.View More
Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed by and construed and enforced solely and exclusively in accordance with the laws of the state of Iowa California without regard to any statutory or common-law provision pertaining to conflicts of laws. The Parties agree that state and federal courts of competent jurisdiction in the State of Iowa California shall have concurrent jurisdiction for purposes of entering temporary, prelim...inary and permanent injunctive relief with regard to any action arising out of any breach or alleged breach of the Note. The Parties agree to submit to the personal jurisdiction of such courts and any other applicable court within the state of Iowa. California. The Parties further agree that the mailing of any process shall constitute valid and lawful process against each Party hereto. The Parties waive any claim that that any of the foregoing courts is an inconvenient forum. View More
Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New Jersey, without regard to the application of any choice-of-law rules that would result in the application of another state's laws.
Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New Jersey, York, without regard to the application of any choice-of-law rules that would result in the application of another state's laws.
Governing Law. This Agreement shall will be governed by, by and construed in accordance with, according to the laws of the State of New Jersey, Minnesota, without regard to the application of any choice-of-law rules that would result in the application of another state's laws.
Governing Law. This Amendment, all Notes, the other Loan Documents and all other documents executed in connection herewith shall be deemed to be contracts and agreements under the laws of the State of New York and of the United States of America and for all purposes shall be construed in accordance with, and governed by, the laws of New York and of the United States.
Governing Law. This Amendment, all Notes, the other Loan Documents Amendment and all other documents executed in connection herewith shall be deemed to be contracts and agreements under the laws of the State of New York Texas and of the United States of America and for all purposes shall be construed in accordance with, and governed by, the laws of New York Texas and of the United States.
Governing Law. This Agreement will be construed and interpreted in accordance with, and any dispute or controversy arising from any breach or asserted breach of this Agreement will be governed by, the laws of the State of Minnesota, without regard to any choice of law rules. Any action brought to enforce or interpret this Agreement must be brought in the state or federal courts for the State of Minnesota, sitting in Hennepin County, and the parties hereby consent to the jurisdiction and venue of such courts in... the event of any dispute. Each of the parties knowingly and voluntarily waives all right to trial by jury in any action or proceeding arising out of or relating to this Agreement, Executive's employment by the Company, or for recognition or enforcement of any judgment.View More
Governing Law. This Agreement will be construed and interpreted in accordance with, and any dispute or controversy arising from any breach or asserted breach of this Agreement will be governed by, the laws of the State of Minnesota, Arizona without regard to any choice of law rules. Any action brought to enforce or interpret this Agreement must be brought in the state or federal courts for the State of Minnesota, sitting in Hennepin County, Arizona, and the parties hereby consent to the jurisdiction and venue ...of such courts in the event of any dispute. Each of the parties knowingly and voluntarily waives all right to trial by jury in any action or proceeding arising out of or relating to this Agreement, Executive's employment by the Company, or for recognition or enforcement of any judgment. View More
Governing Law. This Agreement and all the rights and obligations of the parties shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in such State. 25 17. Business Day. As used herein, the term "business day" shall mean any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorized or required by law or regulation to close New York, New York.
Governing Law. This Agreement and all the rights and obligations of the parties shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in such State. 25 17. 30 18. Business Day. As used herein, the term "business day" shall mean any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorized or required by law or regulation to close New York, New York.
Governing Law. All questions concerning the construction, validity and interpretation of the Units and the Plan shall be governed and construed according to the laws of the State of Delaware, without regard to the application of the conflicts of laws provisions thereof. Any disputes regarding the Units or the Plan shall be brought only in the state or federal courts of the State of Delaware. EX-10.15.16 4 d410012dex101516-fy16.htm EXHIBIT 10.15.16 Exhibit Exhibit 10.15.16.Fiscal Year 2017 Financial Goal Restri...cted Stock Units GrantTerms and Conditions[for Chairman and CEO and Chief Technology Officer]1 You have received a grant of Restricted Stock Units (the "Units") under the Monsanto Company 2005 Long-Term Incentive Plan (as Amended and Restated as of January 24, 2012) (the "Plan"). The Grant Date and the number of Units initially covered by this grant (the "Initial Number of Units") are set forth in the document you have received entitled "Long-Term Incentive Statement." The maximum number of Units that you may receive under this grant (the "Maximum Number of Units") is two times the Initial Number of Units. The Long-Term Incentive Statement and these terms and conditions collectively constitute the Award Certificate for the Units, and describe the provisions applicable to the Units.View More
Governing Law. All questions concerning the construction, validity and interpretation of the Units and the Plan shall be governed and construed according to the laws of the State of Delaware, without regard to the application of the conflicts of laws provisions thereof. Any disputes regarding the Units or the Plan shall be brought only in the state or federal courts of the State of Delaware. EX-10.15.16 EX-10.15.6. 4 d410012dex101516-fy16.htm d410012ex10156-fy15.htm EXHIBIT 10.15.16 10.15.6. Exhibit Exhibit 10....15.16.Fiscal EXHIBIT 10.15.6. [Form of] Fiscal Year 2017 20_ _ Financial Goal Restricted Stock Units GrantTerms and Conditions[for Chairman and CEO and Chief Technology Officer]1 You ConditionsYou have received a grant of Restricted Stock Units (the "Units") under the Monsanto Company 2005 Long-Term Incentive Plan (as Amended and Restated as of January 24, 2012) (the "Plan"). The Grant Date and the number of Units initially covered by this grant (the "Initial Number of Units") are set forth in the document you have received entitled "Long-Term Incentive Statement." The maximum number of Units that you may receive under this grant (the "Maximum Number of Units") is two times the Initial Number of Units. The Long-Term Incentive Statement and these terms and conditions collectively constitute the Award Certificate for the Units, and describe the provisions applicable to the Units. View More
