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 Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of Utah, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Utah. The provisions set forth in the Purchase ...Agreement to determine the proper venue for any disputes are incorporated herein by this reference. 10 16. Resolution of Disputes. 16.1. Arbitration of Disputes. By its acceptance of this Note, each party agrees to be bound by the Arbitration Provisions set forth as an Exhibit to the Purchase Agreement. 16.2. Calculation Disputes. Notwithstanding the Arbitration Provisions, in the case of a dispute as to any Calculations (as defined in the Purchase Agreement), such dispute will be resolved in the manner set forth in the Purchase Agreement.View More
Governing Law. This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of Utah, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Utah. The provisions set forth in the Purchase ...Agreement to determine the proper venue for any disputes are incorporated herein by this reference. 10 16. 8 17. Resolution of Disputes. 16.1. 17.1. Arbitration of Disputes. By its acceptance of this Note, each party agrees to be bound by the Arbitration Provisions (as defined in the Purchase Agreement) set forth as an Exhibit exhibit to the Purchase Agreement. 16.2. 17.2. Calculation Disputes. Notwithstanding the Arbitration Provisions, in the case of a dispute as to any Calculations Calculation (as defined in the Purchase Agreement), such dispute will be resolved in the manner set forth in the Purchase Agreement. View More
Governing Law. This Note shall be binding upon and inure to the benefit of the Borrower and the Lender and their respective successors and assigns; provided that the Borrower may not assign this Note, in whole or in part, by operation of law or otherwise, without the prior written consent of the Lender. The Lender may assign or otherwise participate out all or part of, or any interest in, its rights and benefits hereunder and to the extent of such assignment or participation such assignee shall have the same r...ights and benefits against the Borrower as it would have had if it were the Lender. This Note, and any claims arising out of relating to this Note, whether in contract or tort, statutory or common law, shall be governed exclusively by, and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws.View More
Governing Law. This Note shall be binding upon and inure to the benefit of the Borrower and the Lender and their respective successors and assigns; provided that the Borrower may not assign this Note, in whole or in part, by operation of law or otherwise, without the prior written consent of the Lender. The Lender may assign or otherwise participate out all or part of, or any interest in, its rights and benefits hereunder and to the extent of such assignment or participation such assignee shall have the same r...ights and benefits against the Borrower as it would have had if it were the Lender. This Note, and any claims arising out of relating to this Note, whether in contract or tort, statutory or common law, shall be governed exclusively by, and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws. 5 12. Jurisdiction. THE BORROWER CONSENTS THAT ANY LEGAL ACTION OR PROCEEDING AGAINST IT UNDER, ARISING OUT OF OR IN ANY MANNER RELATING TO THIS NOTE, OR ANY OTHER INSTRUMENT OR DOCUMENT EXECUTED AND DELIVERED IN CONNECTION HEREWITH SHALL BE BROUGHT EXCLUSIVELY IN ANY COURT OF THE STATE OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK. THE BORROWER, BY THE EXECUTION AND DELIVERY OF THIS NOTE, EXPRESSLY AND IRREVOCABLY CONSENTS AND SUBMITS TO THE PERSONAL JURISDICTION OF ANY OF SUCH COURTS IN ANY SUCH ACTION OR PROCEEDINGS. THE BORROWER AGREES THAT PERSONAL JURISDICTION OVER IT MAY BE OBTAINED BY THE DELIVERY OF A SUMMONS BY PERSONAL DELIVERY OR OVERNIGHT COURIER AT THE ADDRESS PROVIDED IN SECTION 13 OF THIS NOTE. ASSUMING DELIVERY OF THE SUMMONS IN ACCORDANCE WITH THIS PROVISION, THE BORROWER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES ANY ALLEGED LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON-CONVENIENS OR ANY SIMILAR BASIS. View More
Governing Law. This First Amendment shall be governed by the laws of the State of Florida. THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF FLORIDA.
Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND THIS AGREEMENT AND ANY MATTERS ARISING OUT OF OR RELATING IN ANY WAY WHATSOEVER TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL BE GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK. 8 11. Notices. All notices, requests, directions and other communications permitted or required hereunder shall be in writing and shall be deemed to have been duly given (i) when delivered personally, (ii) when transmitted by facsimile or other e...lectronic means of communication (it being agreed that such notice shall be effective at the time that a transmission report confirming transmission is generated by the sender's facsimile machine) or (iii) when mailed, first class postage prepaid, or sent by overnight courier service, to the parties at their respective addresses set forth below (or to such other address as a party may have specified by written notice given to the other parties pursuant to this provision. If to the Collateral Administrator, to: Virtus Group, LP 5400 Westheimer Court Suite 760 Houston, Texas 77056 Telecopy: (866) 816-3203 If to the Issuer, to: Green Creek LLC c/o FS Investment Corporation II Cira Centre 2929 Arch Street, Suite 675 Philadelphia, Pennsylvania 19104 Facsimile: (215) 222-4649 Attention: Gerald F. Stahlecker If to the Investment Manager, to: FS Investment Corporation II Cira Centre 2929 Arch Street, Suite 675 Philadelphia, Pennsylvania 19104 Facsimile: (215) 222-4649 Attention: Gerald F. Stahlecker 12. Successors and Assigns. This Agreement shall inure to the benefit of, and be binding upon, the successors and assigns of each of the Investment Manager, the Issuer and the Collateral Administrator (including by merger or consolidation); provided, however, that the Collateral Administrator may not assign its rights and obligations hereunder without the prior written consent of the Investment Manager and the Issuer, except that the Collateral Administrator may delegate to, employ as agent, or otherwise cause any duty or obligation hereunder to be performed by, any Affiliate of the Collateral Administrator or its successors without the prior written consent of the Investment Manager and the Issuer, provided that the Collateral Administrator shall remain directly liable to the Issuer for the performance of its duties hereunder.View More
Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH, AND THIS AGREEMENT AND ANY MATTERS ARISING OUT OF OR RELATING IN ANY WAY WHATSOEVER TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL BE GOVERNED BY, CONFORMITY WITH THE LAWS OF THE STATE OF NEW YORK. 8 YORK WITH RESPECT TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN (WITHOUT REGARD TO ITS CHOICE OF LAWS RULES OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW). 11 11. Notices. All notices, reques...ts, directions and other communications permitted or required hereunder shall be in writing and shall be deemed to have been duly given (i) when delivered personally, (ii) when transmitted by facsimile or other electronic means of communication (it being agreed that such notice shall be effective at the time that a transmission report confirming transmission is generated by the sender's facsimile machine) and receipt thereof acknowledged or (iii) when mailed, first class postage prepaid, or sent by overnight courier service, to the parties at their respective addresses set forth below (or to such other address as a party may have specified by written notice given to the other parties pursuant to this provision. If to the Collateral Administrator, to: Virtus Group, LP 5400 Westheimer Court Suite 760 Houston, Texas 77056 Telecopy: (866) 816-3203 If to the Issuer, Company, to: Green Creek Jeffferson Square Funding LLC c/o FS Investment Corporation II Cira Centre 2929 Arch Street, Suite 675 III 201 Rouse Boulevard Philadelphia, Pennsylvania 19104 PA 19112 Attention: Gerald F. Stahlecker, Executive Vice President Telephone: (215) 495-1169 Facsimile: (215) 222-4649 Attention: Gerald F. Stahlecker If to the Investment Manager, to: FS Investment Corporation II Cira Centre 2929 Arch Street, Suite 675 III 201 Rouse Boulevard Philadelphia, Pennsylvania 19104 PA 19112 Attention: Gerald F. Stahlecker, Executive Vice President Telephone: (215) 495-1169 Facsimile: (215) 222-4649 Attention: Gerald F. Stahlecker 12. Successors and Assigns. This Agreement shall inure to the benefit of, and be binding upon, the successors and assigns of each of the Investment Manager, the Issuer Company and the Collateral Administrator (including by merger or consolidation); Administrator; provided, however, that the Collateral Administrator may not assign its rights and obligations hereunder without the prior written consent of the Investment Manager Manager, the Administrative Agent and the Issuer, Company, except that the Collateral Administrator may delegate to, employ as agent, or otherwise cause any duty or obligation hereunder to be performed by, any Affiliate of the Collateral Administrator or its successors without the prior written consent of the Investment Manager and Manager, the Issuer, provided Administrative Agent or the Company (provided that in such event the Collateral Administrator shall remain directly liable to the Issuer responsible for the performance of its duties hereunder. as the Collateral Administrator hereunder). 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 Delaware (without regard to its choice of law provisions). THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE EXECUTIVE'S EMPLOYMENT BY THE COMPANY OR ANY AFFILIATE OF THE COMPANY, OR THE EXEC...UTIVE'S OR THE COMPANY'S PERFORMANCE UNDER, OR THE ENFORCEMENT OF, THIS AGREEMENT.View More
Governing Law. This Agreement, the rights and obligations of the parties hereto, and any all claims or disputes relating thereto, shall be governed by and construed in accordance with the laws 5 of the State of Delaware (without Delaware, without regard to its the choice of law provisions). THE PARTIES HERETO WAIVE provisions thereof. Each of the parties WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE EXECUTI...VE'S EMPLOYMENT BY THE COMPANY OR ANY AFFILIATE OF THE COMPANY, OR THE EXECUTIVE'S OR THE COMPANY'S PERFORMANCE UNDER, OR THE ENFORCEMENT OF, THIS AGREEMENT. The parties acknowledge and agree that in connection with any dispute hereunder, each party shall pay all of its own costs and expenses, including, without limitation, its own legal fees and expenses. View More
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, excluding that body of law relating to conflict of laws. 4 14. Heading; References. All headings used herein are used for convenience only and shall not be used to construe or interpret this Note. Except where otherwise indicated, all references herein to Sections refer to Sections hereof.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, California, excluding that body of law relating to conflict of laws. 4 14. -3- 13. Heading; References. All headings used herein are used for convenience only and shall not be used to construe or interpret this Note. Except where as otherwise indicated, all references herein to Sections refer to Sections hereof.
Governing Law. This Stock Option Agreement shall be governed by, and construed in accordance with, the laws of the State of Nevada, excluding choice of law rules thereof. 2 12. EXECUTION IN COUNTERPARTS. This Stock Option Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which together shall constitute one and the same instrument.
Governing Law. This Stock Option Agreement shall be governed by, and construed in accordance with, the laws of the State of Nevada, New York, excluding choice of law rules thereof. 2 12. 13. EXECUTION IN COUNTERPARTS. This Stock Option Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which together shall constitute one and the same instrument.
Governing Law. This Agreement shall be governed by the law of the State of California. Any action or proceeding arising out of or relating to this Agreement shall be filed in and heard and litigated solely before the federal courts of California located within Santa Clara County. Each party generally and unconditionally accepts the exclusive jurisdiction of such courts and venue therein.
Governing Law. This Agreement shall be governed by the law of the State of California. Delaware. Any action or proceeding arising out of or relating to this Agreement shall be filed in and heard and litigated solely before the federal courts of California New York located within Santa Clara County. the Borough of Manhattan. Each party generally and unconditionally accepts the exclusive jurisdiction of such courts and venue therein.
Governing Law. This Agreement shall be governed by the law of the State of California. Delaware. Any action or proceeding arising out of or relating to this Agreement shall be filed in and heard and litigated solely before the federal courts of California New York located within Santa Clara County. the Borough of Manhattan. Each party generally and unconditionally accepts the exclusive jurisdiction of such courts and venue therein.
Governing Law. This Agreement shall be governed by the laws of the State of Maryland.13. Conflicts. In the event of any conflict between the provisions of the Plan as in effect on the Grant Date and this Agreement, the provisions of the Plan shall govern. All references herein to the Plan shall mean the Plan as in effect on the Grant Date.14. Participant Bound by Plan. The Participant hereby acknowledges that a copy of the Plan has been made available to him and agrees to be bound by all the terms and provisio...ns of the Plan.View More
Governing Law. This Agreement shall be governed by the laws of the State of Maryland.13. Texas (other than any choice-of-law provisions that would require the application of the laws of a State other than the State of Texas).12. Conflicts. In the event of any conflict between the provisions of the Plan as in effect on the Date of Grant Date and this Agreement, the provisions of the Plan shall govern. All references herein to the Plan shall mean the Plan as in effect on the Grant Date.14. Date of Grant.13. Part...icipant Bound by Plan. The Participant hereby acknowledges that a copy of the Plan has been made available to him the Participant and the Participant agrees to be bound by all the terms and provisions of the Plan. View More
