Governing Law Contract Clauses (30,438)

Governing Law. To the extent Federal laws do not control, this Award Agreement shall be governed by, and construed and administered in accordance with, the laws of the State of Delaware, without regard to the conflict of law provisions of such state. The venue for any litigation related to the Plan or this Award Agreement will be in Middlesex County, Massachusetts. [THE REMAINDER OF THIS PAGE IS LEFT BLANK INTENTIONALLY.]

Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of Nevada (without giving effect to any conflict of laws principles that would require application of the laws of another jurisdiction).

Governing Law. This Amendment and all matters relating hereto or arising herefrom (whether arising under contract law, tort law or otherwise) shall, in accordance with Section 5-1401 of the General Obligations Law of the State of New York, be governed by and construed in accordance with the Laws of the State of New York.

Governing Law. The validity, interpretation and enforcement of this Amendment No. 5 and any dispute arising out of the relationship between the parties hereto whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York but excluding any principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New York. 5 8. Jury Trial Waiver. LOAN PARTIES, AGENT AND LENDERS EACH HER...EBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AMENDMENT NO. 5 OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AMENDMENT NO. 5 OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. LOAN PARTIES, AGENT AND LENDERS EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT EACH LOAN PARTY, AGENT OR LENDER MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AMENDMENT NO. 5 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. View More

Governing Law. The Plan and each award made under the Plan shall be governed by the laws of the State of Delaware, without regard to its principles of conflicts of law. The Plan is not intended to be a "nonqualified deferred compensation plan" within the meaning of Section 409A of the Code and will be interpreted and construed accordingly.

Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York (regardless of the laws that might be applicable under principles of conflicts of law of such State) as to all matters, including matters of validity, construction, effect and performance.

Governing Law. This Warrant and any controversy arising out of or relating to this Warrant shall be governed by and construed in accordance with the internal laws of the State of Texas.

Governing Law. This Note and all actions arising out of or in connection with this Note shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to the conflicts of law provisions of the State of Nevada, or of any other state. All disputes and controversies arising out of or in connection with this Note shall be resolved exclusively by the state or federal courts located in, or for federal courts nearest to, Osceola County, Florida, and each of the Company and the H...older hereto agrees to submit to the jurisdiction of said courts and agrees that venue shall lie exclusively with such courts. Each party hereby waives a trial by jury. No party shall be liable to the other party for incidental, consequential, exemplary or punitive damages. Moreover, the Holder shall not have the right to restrain, enjoin or prohibit, through an action in equity, the operations of the Company or its affiliates and hereby agrees that a remedy in damages is sufficient for any Event of Default under, or breach of, this Note. La Rosa Holdings Corp. – Unsecured Subordinated Promissory Note 5 21. Entire Agreement. This Note embodies the final, entire agreement among the parties hereto and supersedes any and all prior commitments, agreements, representations, and understandings, whether written or oral, relating to the subject matter hereof and may not be contradicted or varied by evidence of prior, contemporaneous, or subsequent oral agreements or discussions of the parties hereto. There are no oral agreements among the parties hereto. The invalidity, illegality or unenforceability in any jurisdiction of any provision in or obligation under this Note shall not affect or impair the validity, legality or enforceability of the remaining provisions or obligations under this Note, or of such provision or obligation in any other jurisdiction. Section and subsection headings in this Note are included herein for convenience of reference only and shall not constitute a part of this Note for any other purpose or be given any substantive effect. View More

Governing Law. This Award Agreement shall be legally binding and shall be executed and construed and its provisions enforced and administered in accordance with the laws of the State of Delaware without regard to the principles of conflicts of law thereunder. Exhibit A—Section 280G Rules To Restricted Stock Unit Agreement When you receive benefits in connection with a Change in Control The following rules shall apply for purposes of determining whether and how the limitations provided under Section 7 are appli...cable to the Participant. All fees and expenses of the 280G Firm shall be borne by the Company. The Company will direct the 280G Firm to submit any determination it makes under Section 7 of this Award Agreement and this Exhibit A and detailed supporting calculations to both the Participant and the Company as soon as reasonably practicable. The 280G Firm shall make reductions required under Section 7 of this Award Agreement in a manner that maximizes the net after-tax amount payable to the Participant. If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Participant, which assertion the 280G Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Participant must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Participant to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Participant is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify the Participant and the Company of that determination and the amount of that Underpayment will be paid to the Participant promptly by the Company. 5. The Participant will provide the 280G Firm access to, and copies of, any books, records, and documents in the Participant's possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by Section 7 of this Award Agreement and this Exhibit A. EX-10.1 2 d310424dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 SPECIAL RESTRICTED STOCK UNIT AGREEMENT Participant: [Participant Name] Grant Date: [Grant Date] Number of Award Shares: [Number of Awards Granted] Vesting Date: The third anniversary of the Grant Date (the "Vesting Date") This Special Restricted Stock Unit Agreement (the "Award Agreement") evidences the grant to the Participant by Premier, Inc. (the "Company") of the right to receive shares the Company's Class A common stock, $0.01 par value ("Shares"), upon the terms and conditions provided for herein under the Amended and Restated Premier, Inc. 2013 Equity Incentive Plan (the "Plan"). Except as specifically set forth herein, the rights granted under this Award Agreement (the "Award") are expressly subject to all of the terms, definitions, and provisions of the Plan. Capitalized terms in this Award Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein. View More

Governing Law. The parties agree that L3Harris is headquartered in Melbourne, Florida. The validity and interpretation of this Agreement will be governed exclusively by Florida law without giving effect to principles of conflicts of law. The parties stipulate that jurisdiction and venue will lie exclusively in Brevard County, Florida or the United States District Court for the Middle District of Florida for any action involving the validity, interpretation and enforcement of this Agreement, for any claim for b...reach of this Agreement, and for damages or any other relief sought under this Agreement. View More