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. To the extent not otherwise governed by the laws of the United States (including the Internal Revenue Code), this Award Agreement shall be governed by and construed in accordance with the laws of the State of Indiana, without reference to the choice of law principles thereof.17. Jury Trial Waiver. The Company and the Participant hereby knowingly, voluntarily and irrevocably waive any right to a trial by jury of any dispute under or action relating to this Award Agreement (including the Appendice...s hereto) and agree that any such dispute or action shall be tried before a judge sitting without a jury.18. Survival. The provisions of Sections 1, 2 and 4 through 17, inclusive, including Appendices A and B as incorporated in any of the foregoing, Sections 19 and 20 and this Section 18 of this Award Agreement, as well as the Restrictive Covenants contained in Appendix B hereto, will survive the expiration or termination of this Award Agreement, the vesting or forfeiture of any ROATCE Performance Units and distribution of Shares in respect of any Achieved ROATCE Performance Units pursuant hereto and/or any Termination of the Participant's employment or service for any reason whatsoever.19. Counterparts. This Award Agreement may be executed in two (2) or more counterparts, each of which will be deemed an original, but all of which collectively will constitute one and the same agreement.20. Recoupment/Clawback. Any grant of ROATCE Performance Units under this Award Agreement or any other award granted or paid to the Participant under the Plan, whether in the form of stock options, stock appreciation rights, restricted stock, performance shares, performance units, stock or cash, is subject to recoupment or "clawback" by the Company in accordance with the Company's Bonus Recoupment/Clawback Policy, as may be amended and in effect from time to time and as set forth in the applicable "Bonus Recoupment Policy" section of the Company's Corporate Governance Guidelines posted on the Company's website or as otherwise established by the Committee.View More
Governing Law. To the extent not otherwise governed by the laws of the United States (including the Internal Revenue Code), this Award Agreement shall be governed by and construed in accordance with the laws of the State of Indiana, without reference to the choice of law principles thereof.17. Jury Trial Waiver. The Company and the Participant hereby knowingly, voluntarily and irrevocably waive any right to a trial by jury of any dispute under or action relating to this Award Agreement (including the Appendice...s hereto) and agree that any such dispute or action shall be tried before a judge sitting without a jury.18. Survival. The provisions of Sections 1, 2 and 4 through 17, inclusive, including Appendices A and B as incorporated in any of the foregoing, Sections 19 and 20 and this Section 18 of this Award Agreement, as well as the Restrictive Covenants contained in Appendix B hereto, will survive the expiration or termination of this Award Agreement, the vesting or forfeiture of any ROATCE Integration Performance Units and distribution of Shares in respect of any Achieved ROATCE Integration Performance Units pursuant hereto and/or any Termination of the Participant's employment or service for any reason whatsoever.19. Counterparts. This Award Agreement may be executed in two (2) or more counterparts, each of which will be deemed an original, but all of which collectively will constitute one and the same agreement.20. Recoupment/Clawback. Any grant of ROATCE Performance Units under this Award Agreement or any other award granted or paid to the Participant under the Plan, whether in the form of stock options, stock appreciation rights, restricted stock, performance shares, performance units, stock or cash, is subject to recoupment or "clawback" by the Company in accordance with the Company's Bonus Recoupment/Clawback Policy, as may be amended and in effect from time to time and as set forth in the applicable "Bonus Recoupment Policy" section of the Company's Corporate Governance Guidelines posted on the Company's website or as otherwise established by the Committee.View More
Governing Law. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware applicable to contracts executed in and to be performed in that state. All actions and proceedings arising out of or relating to this Agreement shall be heard and determined exclusively in any Delaware Chancery Court, or if such court does not have subject matter jurisdiction, any state or federal court located in the State of Delaware. The parties hereto hereby (a) submit to the exclusive ju...risdiction of the Delaware Chancery Court (or, if such court does not have subject matter jurisdiction, any state or federal court located in the State of Delaware) for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto, and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the Transactions may not be enforced in or by any of the above-named courts. 7 7. Waiver of Jury Trial. Each of the parties hereto hereby waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement. Each of the parties hereto (a) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce that foregoing waiver and (b) acknowledges that it and the other parties hereto have been induced to enter into this Agreement among other things, the mutual waivers and certifications in this Section 7.View More
Governing Law. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware applicable Delaware, without giving effect to contracts executed in and the conflicts of laws principles thereof that might lead to be performed in that state. the application of laws other than the Laws of the State of Delaware. All actions and proceedings arising Actions that, directly or indirectly, arise out of or relating relate to this Agreement shall be heard and determined exclusively... in any Delaware the Court of Chancery Court, or of the State of Delaware; provided, however, that if such court does not have subject matter jurisdiction, jurisdiction over such Action, such Action shall be heard and determined exclusively in any Delaware state court or United States federal court located sitting in the State of Delaware. The Consistent with the preceding sentence, each of the parties hereto hereby (a) submit submits to the exclusive jurisdiction of the Delaware Chancery Court (or, if such any federal or state court does not have subject matter jurisdiction, any state or federal court located sitting in the State of Delaware) Delaware for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto, hereto that, directly or indirectly, arises out of or relates to this Agreement; (b) agrees that service of process in such Action will be validly effected by sending notice in accordance with Section 11; (c) irrevocably waives and (b) irrevocably waive, releases, and agree agrees not to assert by way of motion, defense, or otherwise, in or with respect to any such Action, any claim that it (i) such Action is not subject personally to the subject matter jurisdiction of at least one of the above-named courts, that courts; (ii) its property is exempt or immune from attachment or execution, that execution in the State of Delaware; (iii) such Action is brought in an inconvenient forum, forum; (iv) that the venue of the such Action is improper, improper; or that (v) this Agreement or the Transactions transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts; and (d) agrees not to move to transfer any such Action to a court other than any of the above-named courts. 7 7. 5 16. Waiver of Jury Trial. Each of the parties hereto hereby waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement. Each of the parties hereto (a) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce that foregoing waiver and (b) acknowledges that it and the other parties hereto have been induced to enter into this Agreement among other things, the mutual waivers and certifications in this Section 7. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION OR LIABILITY, DIRECTLY OR INDIRECTLY, ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH OF THE PARTIES HERETO HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY SUCH ACTION OR LIABILITY, SEEK TO ENFORCE THE FOREGOING WAIVER; AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 16. View More
Governing Law. THE PLAN AND ALL AWARDS MADE AND ACTIONS TAKEN THEREUNDER WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO PRINCIPLES OF CONFLICT OF LAWS.
Governing Law. THE PLAN AND ALL AWARDS MADE SHARES ISSUED AND ACTIONS TAKEN THEREUNDER WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO PRINCIPLES OF CONFLICT OF LAWS.
Governing Law. This Agreement shall be governed by and construed in accordance with the Laws of the State of New York, United States of America, without giving effect to the principles of conflicts of laws thereof.
Governing Law. This Agreement shall be governed by and construed in accordance with the Laws laws of the State of New York, United States of America, without giving effect reference to the principles of conflicts conflict of laws thereof.
Governing Law. THIS SECOND SUPPLEMENTAL INDENTURE AND EACH SECURITY SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Governing Law. THIS SECOND FOURTH SUPPLEMENTAL INDENTURE AND EACH SECURITY SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Governing Law. This Agreement shall be governed in all respects, including validity, interpretation and effect, by the laws of the State of Delaware applicable to contracts executed and to be performed wholly within such state without giving effect to the choice of law principles of such state.
Governing Law. This Agreement shall be governed in all respects, including validity, interpretation and effect, by the laws of the State state of Delaware Oregon applicable to contracts executed and to be performed wholly within such state without giving effect to the choice of law principles of such state.
Governing Law. This Plan shall be governed by the laws of the State of Delaware, without regard to conflict of law principles. -13- EX-10.1 12 ex10-1.htm Exhibit 10.1 OPTMED, INC. 2020 EQUITY COMPENSATION PLAN Dated: _________, 2020 1. Purposes of the Plan. The purposes of this OptMed, Inc. 2020 Equity Compensation Plan (the "Plan") are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentives to Employees, Directors and Consultants, and to... promote the success of the Company and any Affiliate. Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options, as determined by the Administrator at the time of grant. Stock Purchase Rights, Stock Awards and Unrestricted Shares may also be granted under the Plan.View More
Governing Law. This Plan shall be governed by the laws of the State of Delaware, without regard to conflict of law principles. -13- EX-10.1 12 ex10-1.htm -10- EX-10.2 13 ex10-2.htm Exhibit 10.1 10.2 OPTMED, INC. 2020 2008 EQUITY COMPENSATION PLAN Dated: _________, 2020 1. Purposes of the Plan. The purposes of this OptMed, Inc. 2020 2008 Equity Compensation Plan (the "Plan") are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentives to Em...ployees, Directors and Consultants, and to promote the success of the Company and any Affiliate. Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options, as determined by the Administrator at the time of grant. Stock Purchase Rights, Stock Awards and Unrestricted Shares may also be granted under the Plan. View More
Governing Law. This Warrant and all actions arising out of or in connection with this Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to the conflicts of law provisions of the State of Texas or of any other state.
Governing Law. This Warrant Note and all actions arising out of or in connection with this Agreement Note shall be governed by and construed in accordance with the laws of the State of Texas, without regard to the conflicts of law provisions of the State of Texas or of any other state.
Governing Law. THIS FIRST SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE PARTIES HERETO AGREE TO SUBMIT TO THE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS FIRST SUPPLEMENTAL INDENTURE. 1 5. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an or...iginal, but all of them together represent the same agreement. The exchange of copies of this First Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of the Supplemental Indenture as to the parties hereto and may be used in lieu of the original First Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. This First Supplemental Indenture (and any other document executed in connection with this First Supplemental Indenture) shall be valid, binding, and enforceable against a party when executed and delivered by an authorized individual on behalf of the party by means of (i) an original manual signature; (ii) a faxed, scanned, or photocopied manual signature, or (iii) any other electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including any relevant provisions of the UCC (collectively, "Signature Law"), in each case to the extent applicable. Each faxed, scanned, or photocopied manual signature, or other such electronic signature, shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other such electronic signature, of any other party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. For the avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings when required under the UCC or other Signature Law due to the character or intended character of the writings.View More
Governing Law. THIS FIRST SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS INTERNAL LAW OF THE STATE OF NEW YORK. THE PARTIES HERETO AGREE YORK WILL GOVERN AND BE USED TO SUBMIT CONSTRUE THIS FOURTH SUPPLEMENT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. EACH PARTY HERETO, AND EACH HOLDER OF A NOTE BY ACCEPTANCE THEREOF, HEREBY WAIVES, TO THE FULLEST EXTEN...T PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY UNITED STATES FEDERAL LITIGATION DIRECTLY OR STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK IN ANY ACTION OR PROCEEDING INDIRECTLY ARISING OUT OF OF, UNDER OR RELATING TO IN CONNECTION WITH THIS FIRST SUPPLEMENTAL INDENTURE. 1 5. COUNTERPARTS. FOURTH SUPPLEMENT. 3 7. Counterparts; Electronic Signatures. The parties may sign any number of copies of this Supplemental Indenture. Fourth Supplement. Each signed copy shall will be an original, but all of them together represent the same agreement. The exchange of copies of this First Supplemental Indenture Fourth Supplement and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of the Supplemental Indenture this Fourth Supplement as to the parties hereto and may be used in lieu of the original First Supplemental Indenture of this Fourth Supplement for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. This First Supplemental Indenture (and Fourth Supplement and any certificate, agreement or other document executed to be signed in connection with this First Supplemental Indenture) Fourth Supplement and the transactions contemplated hereby shall be valid, binding, and enforceable against a party when executed and delivered by an authorized individual on behalf of the party by means of (i) an original manual signature; (ii) a faxed, scanned, or photocopied manual signature, signature or (iii) any other electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, Act and/or any other relevant electronic signatures law, including any relevant provisions of the UCC Uniform Commercial Code (collectively, "Signature Law"), in each case to the extent applicable. Each faxed, scanned, scanned or photocopied manual signature, or other such electronic signature, shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, scanned or photocopied manual signature, or other such electronic signature, of any other party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. This Fourth Supplement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute one and the same instrument. For the avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings when required under the UCC Uniform Commercial Code or other Signature Law due to the character or intended character of the writings. View More
Governing Law. This Agreement will be governed, interpreted and construed in accordance with the laws of New Jersey, without giving effect to choice of law principles. The Parties agree that the federal district court in the State of New Jersey will have exclusive jurisdiction to hear any disputes arising out of or in connection with this Agreement and that, accordingly, any proceedings arising out of or in connection with this Agreement will be brought in the United States District Court for the District of N...ew Jersey. Notwithstanding the foregoing, if there is any dispute for which the federal district court in the State of New Jersey does not have subject matter jurisdiction, the state courts in New Jersey will have jurisdiction. In connection with any dispute between or among the Parties arising out of or in connection with this Agreement, each Party hereby expressly consents and submits to the personal jurisdiction of the federal and state courts in the State of New Jersey. 8 14. Severability. If any provision of this Agreement is declared illegal, invalid or unenforceable by a court having competent jurisdiction, it is mutually agreed that this Agreement will endure except for the part declared invalid or unenforceable by order of such court; provided, however, that in the event that the terms and conditions of this Agreement are materially altered, the Parties will, in good faith, renegotiate the terms and conditions of this Agreement to reasonably replace such invalid or unenforceable provisions in light of the intent of this Agreement.View More
Governing Law. This Agreement will shall be governed, interpreted and construed in accordance with the laws of the State of New Jersey, without giving effect to choice of law principles. The Parties irrevocably agree that the federal district court in United States District Court for the State District of New Jersey will shall have exclusive jurisdiction to hear deal with any disputes arising out of or in connection with this Agreement and that, accordingly, any such proceedings arising out of or in connection... with this Agreement will shall be brought in the United States District Court for the District of New Jersey. Notwithstanding the foregoing, if there is any dispute for which the federal district court in United States District Court for the State District of New Jersey does not have subject matter jurisdiction, the state courts in New Jersey will shall have jurisdiction. In connection with any dispute between or among the Parties arising out of or in connection with this Agreement, each Party hereby expressly consents and submits to the personal jurisdiction of the federal and state courts in the State of New Jersey. 8 14. Severability. If any provision of this Agreement is declared illegal, invalid or unenforceable by a court having competent jurisdiction, it is mutually agreed that this Agreement will endure except for the part declared invalid or unenforceable by order of such court; provided, however, that in the event that the terms and conditions of this Agreement are materially altered, the Parties will, in good faith, renegotiate the terms and conditions of this Agreement to reasonably replace such invalid or unenforceable provisions in light of the intent of this Agreement.View More
