5Applicable Law. This agreement and all transactions contemplated in this Agreement shall be governed by, construed and enforced in accordance with the laws of Florida. The parties herein waive trial by jury and agree to submit to the personal jurisdiction and venue of a court of subject matter jurisdiction located in the State of Florida. In the event that litigation results from or arises out of this Agreement or the performance thereof, the parties agree to reimburse the prevailing party’s reasonable attorney’s fees, court costs and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing party may be entitled.
5Applicable Law. This Agreement shall be construed and governed in accordance with the laws of the State of Utah, without giving effect to conflict of law provisions that may require the application of the laws of another jurisdiction. Subject to Section 10.6, the Parties hereby submit to the exclusive jurisdiction of and venue in the courts located in the State of Delaware with respect to any and all disputes concerning the subject of this Agreement.
5Applicable Law. This Agreement shall be construed, enforced, and performed in accordance with the laws of the Commonwealth of Massachusetts without reference to the principles of conflicts of laws.
5Applicable Law. This Agreement and all rights hereunder shall be governed by the laws of the Commonwealth of Pennsylvania, except to the extent preempted by the laws of the United States of America.
5Applicable Law. This Agreement will be interpreted, construed and enforced in all respects in accordance with the local laws of the State of California, without reference to its choice of law rules.
5Applicable Law. This Agreement shall be construed, enforced and governed by the laws of the State of Colorado, except to the extent federal law may apply.
5Applicable Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Texas applicable therein.
5Applicable Law. The Agreement and all rights hereunder shall be governed by the laws of the State of Mississippi, except to the extent preempted by the laws of the United States of America.
5Applicable Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Maryland, without giving effect to the conflicts-of-law provisions thereof.
5Applicable Law. The Plan and all rights hereunder shall be governed by and construed according to the laws of the State of New Jersey, except to the extent preempted by the laws of the United States of America. Other provisions of this Plan notwithstanding, deferrals under this Plan shall comply with the requirements under Section 409A of the Code and in accordance with U.S. federal income tax laws and Treasury regulations (including proposed regulations) thereunder as presently in effect or hereafter implemented, (i) if the timing of any distribution under this Plan would result in a Manager’s constructive receipt of income or tax penalties prior to such distribution, the distribution will be made at the earliest date after the specified payment date that distribution can be effected without resulting in such constructive receipt or tax penalties; (ii) the Bank shall have no authority to accelerate any payment hereunder except as permitted under Code section 409A and regulations thereunder; and (iii) any rights of the Manager or retained authority of the Bank with respect to deferrals hereunder shall be automatically modified and limited to the extent necessary so that a Manager will not be deemed to be in constructive receipt of income relating to the deferrals prior to the payment and so that the Manager shall not be subject to any penalty under Code section 409A.
