Controlling Law; Integration Clause Samples
The "Controlling Law; Integration" clause establishes which jurisdiction's laws will govern the interpretation and enforcement of the contract, and confirms that the written agreement represents the complete and final understanding between the parties. In practice, this means that any disputes arising from the contract will be resolved according to the specified state's or country's legal framework, and that prior negotiations, discussions, or side agreements not included in the document are not legally binding. This clause ensures legal certainty by clarifying both the applicable law and that the contract is the sole source of the parties' obligations, thereby reducing the risk of misunderstandings or conflicting interpretations.
Controlling Law; Integration. This Agreement shall be governed ---------------------------- by and construed and enforced in accordance with the internal laws of the State of Georgia, U.S.A., without reference to Georgia's choice of law rules. The parties hereto hereby agree that any legal proceeding instituted with respect to this Agreement may be brought in Atlanta, Georgia, U.S.A. and the parties hereby submit to personal jurisdiction therein and agree that venue properly lies therein. This Agreement supersedes all negotiations, agreements and understandings among the parties with respect to the subject matter hereof and constitutes the entire agreement among the parties hereto.
Controlling Law; Integration. AMENDMENT. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas without regard to choice of law provisions, statutes, regulations or principles of this or any other jurisdiction. This Agreement (and the related written agreements to be entered into in connection with this Agreement) supersedes all negotiations, agreements and understandings among the parties with respect to the subject matter hereof and constitutes the entire agreement among the parties hereto. This Agreement may not be amended, modified or supplemented except by written agreement of the Seller and the Purchaser.
Controlling Law; Integration. WAIVER. This Merger shall be governed by Delaware Law and otherwise, this Agreement shall be governed by and construed and enforced in accordance with the laws of The Commonwealth of Massachusetts. This Agreement supersedes all negotiations, agreements and understandings among the Parties with respect to the subject matter of this Agreement and constitutes the entire agreement among the Parties. The failure of any Party at any time or times to require performance of any provisions of this Agreement shall in no manner affect the right to enforce the same. No waiver by any Party of any conditions, or of the breach of any term, provision, warranty, representation, agreement or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances shall be deemed or construed as a further or continuing waiver of any such condition or breach of any other term, provision, warranty, representation, agreement or covenant contained in this Agreement.
Controlling Law; Integration. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of California without reference to choice of law rules. This Agreement and each other agreement dated the date hereof or the Closing Date supersede all negotiations, agreements (including without limitation that certain letter agreement by and among some of the parties hereto or their Affiliates, dated January 18, 2012) and understandings among the parties with respect to the subject matter hereof. This Agreement and each other agreement dated the date hereof or the Closing Date between any of Buyer, any Seller, and the Company, constitute the entire agreement among the parties hereto with respect to the subject matter hereof.
Controlling Law; Integration. This Agreement shall be ---------------------------- governed by and construed and enforced in accordance with the internal laws of the State of Ohio without reference to Ohio's choice of law rules. This Agreement supersedes all negotiations, agreements and understandings among the parties with respect to the subject matter hereof and constitutes the entire agreement among the parties hereto.
Controlling Law; Integration. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Illinois without reference to Illinois’s choice of law rules. This Agreement supersedes all negotiations, agreements and understandings among the parties with respect to the subject matter hereof. This Agreement and each other agreement dated the date hereof or the Effective Date between Buyer, Seller, and the Company, constitute the entire agreement among the parties hereto with respect to the subject matter hereof.