Governing law clause samples

(c)Governing Law. This Agreement will be governed by and construed in accordance with the substantive laws of the State of Delaware without regard to conflict of laws and all disputes arising under or relating to this Agreement shall be brought and resolved solely and exclusively in the State Court located in Delaware. Should any legal action be commenced in connection with this Agreement, the prevailing party in such action shall be entitled to recover, in addition to court costs, such amount as the court may adjudge as reasonable attorneys’ fees.

SECTION 4.09 Governing Law. This Seventh Supplemental Indenture and the 2025 Notes and Guarantees will be governed by and construed in accordance with the laws of the State of New York.

Governing Law. 11 SECTION 112.

SECTION2.09 Governing Law. This First Supplemental Indenture shall be governed by and construed in accordance with the law of the State of New York, but without regard to the principles of conflicts of laws thereof; provided, however, that all matters governing the authorization and execution of this First Supplemental Indenture by the Company and the Guarantor shall be governed by and construed in accordance with the laws of the State of Victoria, Australia and the Commonwealth of Australia.

15. Governing Law. This Agreement shall be governed by, and interpreted in accordance with, the laws of the State of New York except with respect to its authorization and execution and delivery by Issuer and Japan.

13. GOVERNING LAW. This Agreement shall be governed by, and interpreted in accordance with, the laws of the State of New York except with respect to its authorization and execution by the Issuer and Japan and any other matters required to be governed by the laws of Japan, which shall be governed by the laws of Japan.

(b) Provisions of the Transaction Documents providing for the capitalisation of interest may not be enforceable if certain Luxembourg law requirements set out in Article 1154 of the Luxembourg Civil Code are not met. According to this article, such a capitalisation is only possible if the debtor consents to the capitalisation of interest that is due and has accrued for a period of more than one year. If these rules were considered to be part of Luxembourg international public policy, then clauses providing for the capitalisation of interest may not be enforceable against a Luxembourg company before a Luxembourg court even if they are valid under the respective governing law. While the risk that this article is considered to be part of Luxembourg international public policy is reduced, no final view can be taken on this question absent from any relevant Luxembourg case law.

3. Governing Law. The governing law of the Original Agreement shall be the governing law of this Amendment.

20. Interpretation; Governing Law. This Agreement shall be construed as a whole and in accordance with its fair meaning and any ambiguities shall not be construed for or against either party. Headings are for convenience only and shall not be used in construing meaning. This Agreement shall be governed and interpreted in accordance with the laws of the State of New York without regard to the conflict of laws principles thereof.

11. Governing Law. This Agreement shall be governed by and construed in accordance with the domestic laws of the State of New York without giving effect to any choice or conflict of law provision or rulethat would cause the application of the laws of any jurisdiction other than the State of New York.

12. Governing Law. This First Amendment will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the State of Florida without regard to its conflicts of law provisions. This First Amendment has been accepted by each Lender in the State of Florida.

11.8 Governing Law. This Agreement shall be governed by and construed in accordance with the internal law of the State of Delaware regardless of the law that might otherwise govern under applicable principles of conflicts of law thereof, except that the following matters arising out of or relating to this Agreement shall be interpreted, construed and governed by and in accordance with the Laws of the Cayman Islands, in respect of which the Parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: (i) the Meten Merger; (ii) the vesting of the undertaking, property and liabilities of the Company in the Surviving Cayman Islands Company; (iii) the conversion of the Company Ordinary Shares; and (iv) the internal corporate affairs of the Company and Holdco.

4.Governing Law. The governing law of the Original Agreement shall be the governing law of this Amendment No.1.

4.Governing Law. The governing law of the Current Agreement shall be the governing law of this Amendment No.2.

4.Governing Law. The governing law of the Current Agreement shall be the governing law of this Amendment No.3.

3.Governing Law. The governing law of the Current Agreement shall be the governing law of this Amendment No.4.

3. Governing Law. The governing law provision of the Current Agreement shall be the governing law provision of this Amendment No.2.

3. Governing Law. The governing law of the Agreement shall be the governing law of this amendment number 1.

16. Governing Law. This Agreement, and, in the event of termination of the Agreement, those paragraphs that survive such termination of the Agreement under paragraph 10, shall be governed by the internal substantive laws of the State of Delaware, without giving effect to the conflicts of laws principles thereof. To the extent that the laws of the State of Delaware, or any of the provision of this Agreement, conflict with applicable provisions of the 1940 Act, the latter shall control. Exclusive jurisdiction over any action, suit, or proceeding under, arising out of, or relating to this Agreement shall lie in the federal or state courts within the State of New York, and each party hereby waives any objection it may have at any time to the laying of venue of any such proceedings brought in any such courts, waives any claim that such proceedings have been brought in an inconvenient forum, and further waives the right to object, with respect to such proceedings, that such court does not have jurisdiction over that party.

3. Governing Law. The governing law provision of the Current Agreement shall be the governing law provision of this Amendment No.5.

3. Governing Law. The governing law provision of the Current Agreement shall be the governing law provision of this Amendment No.6.

4.Governing Law. The governing law of the Original Agreement shall be the governing law of this Amendment No.5.

15.2 Governing Law. This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of the State of New York, without regard to its conflicts of law provisions.

8.Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of Delaware without giving effect to the conflict of laws principles thereof; provided that nothing herein shall be construed to preempt, or to be inconsistent with, any Federal securities law, regulation or rule, including the Investment Company Act of 1940, as amended and the Investment Advisers Act of 1940, as amended and any rules and regulations promulgated thereunder.

3.Governing Law. The governing law provision of the Current Agreement shall be the governing law provision of this Amendment No. 2.

3.Governing Law. The governing law provision of the Current Aetna Agreement shall be the governing law provision of this Amendment.

17. Governing Law. This Contract shall be construed in accordance with the 1940 Act and the laws of the State of Delaware, without giving effect to the conflicts of laws principles thereof. To the extent that the applicable laws of the State of Delaware conflict with the applicable provisions of the 1940 Act, the latter shall control.

4. Governing Law. The governing law of the Current Agreement shall be the governing law of this Amendment No .6.

6.Governing Law. The governing law of the Current Agreement shall be the governing law of this Adoption Agreement.

E. Governing Law. This Agreement 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 internal laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the laws of another jurisdiction.

5.23 Luxembourg law recognises trusts referred to, and subject to the reservations expressed, in the Convention on the law applicable to trusts and on their recognition done at The Hague on 1 July1985. If the trust relates to, or applies in respect of, assets located in Luxembourg, the situation of the trustee will be determined by reference to the situation of the legal owner (propriétaire) of such assets without prejudice to the principle of segregation of the trust’s assets and the trustee’s personal estate. This does not mean that trusts created abroad will necessarily be recognised by Luxembourg courts as to all their effects under their governing law. Under the Luxembourg act of 5 August2005 on financial collateral arrangements, as amended, a financial collateral arrangement (contrat de garantie financière) may be created in favour of a person acting on behalf of the beneficiaries of the financial collateral arrangement, of a fiduciary or of a trustee, provided that the beneficiaries of the financial collateral arrangement, present or future, are identified or ascertainable.

4. Governing Law. The governing law provision of the Current Agreement shall be the governing law provision of this Amendment No.3.

14.Governing Law. This Plan shall be governed and construed in accordance with the laws of the State of Maryland.

3.Governing Law. The governing law of the Current Agreement shall be the governing law of this Termination Amendment.

15.5Governing Law. This Agreement and all disputes arising hereunder, shall be exclusively governed by, and interpreted and enforced in accordance with the laws of Germany, without reference to conflicts of laws principles. The validity or enforceability of the intellectual property rights shall be subject to an evaluation under the law of the country in which the intellectual property rights were applied for or have been issued.

14.Governing Law. This Agreement will be governed and construed in accordance with the laws of the State of Washington, excluding that body of law known as conflicts of law. Venue for all purposes under this Agreement will be in the state or federal courts located in Seattle, Washington, U.S.A. and each Party hereby submits to the jurisdiction of those courts.

22.3Governing Law. This Agreement (and any dispute, controversy, proceedings or claim of whatever nature arising out of this Agreement or its formation) shall be governed by and construed in accordance with the laws of England and Wales, except for questions regarding the validity of patents, which shall be resolved in the courts having jurisdiction over the patents in question and in accordance with the laws applicable to such patents.

SECTION 9. Governing Law. This Amendment shall be governed by and construed in accordance with the Laws of the State of New York, USA, without respect to its conflict of Laws rules. In the event of a dispute arising out of or relating to this Amendment, the provisions of Section 10.1 of the Development and Option Agreement shall govern the resolution of such dispute.

Section 19. Governing Law. The Plan and each Award Document shall be governed by the laws of the Cayman Islands. The Company, its Affiliates and each Participant (by acceptance of an Award) irrevocably submit, in respect of any suit, action or proceeding related to the implementation or enforcement of the Plan, to the exclusive jurisdiction of the competent courts in the Cayman Islands.