Controlling Law; Integration Sample Clauses

Controlling Law; Integration. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Georgia without reference to Georgia's choice of law rules. The parties hereto hereby agree that any legal proceeding instituted with respect to this Agreement shall be brought in Atlanta, Georgia 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.
Sample 1
AutoNDA by SimpleDocs
Controlling Law; Integration. AMENDMENT. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Texas without reference to Texas choice of law rules and the parties hereto hereby agree. 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 Sellers, Purchaser and Shareholders.
Sample 1
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.
Sample 1
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.
Sample 1
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.
Sample 1
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.
Sample 1

Related to Controlling Law; Integration

  • Controlling Law The validity of this Agreement and of its terms or provisions, as well as the rights and duties of the parties hereunder, the interpretation, and performance of this Agreement shall be governed by the laws of the State of California.

  • Compliance with Controlling Law Contractor shall comply with all applicable local, state, and federal laws, regulations, and policies. Contractor’s act or omission in violation of applicable local, state, and federal laws, regulations, and policies is grounds for contract

  • Controlling Laws Except to the extent superseded by the laws of the United States, the laws of the State of Indiana, without reference to the choice of law principles thereof, shall be controlling in all matters relating to this Agreement.

  • Controlling Law; Venue The parties agree that California law will govern any dispute related to this Contract, and any litigation arising out of the Contract shall be conducted in courts located in Ventura County, California.

  • Proposing Integration Activities in the Planning Submission No integration activity described in section 6.3 may be proposed in a CAPS unless the Funder has consented, in writing, to its inclusion pursuant to the process set out in section 6.3(b).

  • Distribution of Written Materials Any written materials distributed by the Trustee to the Beneficiaries pursuant to this Agreement shall be sent by mail (or otherwise communicated in the same manner as Holdings utilizes in communications to holders of Holdings Shares subject to applicable regulatory requirements and provided such manner of communications is reasonably available to the Trustee) to each Beneficiary at its address as shown on the books of the Partnership. The Partnership shall provide or cause to be provided to the Trustee for purposes of communication, on a timely basis and without charge or other expense: (a) a current List; and (b) upon the request of the Trustee, mailing labels to enable the Trustee to carry out its duties under this Agreement.

  • Initiating Interconnection 4.1 If ENT determines to offer Telephone Exchange Services and to interconnect with Verizon in any LATA in which Verizon also offers Telephone Exchange Services and in which the Parties are not already interconnected pursuant to this Agreement, ENT shall provide written notice to Verizon of the need to establish Interconnection in such LATA pursuant to this Agreement. 4.2 The notice provided in Section 4.1 of this Attachment shall include (a) the initial Routing Point(s); (b) the applicable technically feasible Point(s) of Interconnection on Verizon’s network to be established in the relevant LATA in accordance with this Agreement; (c) ENT’s intended Interconnection activation date; (d) a forecast of ENT’s trunking requirements conforming to Section 14.2 of this Attachment; and (e) such other information as Verizon shall reasonably request in order to facilitate Interconnection. 4.3 The interconnection activation date in the new LATA shall be mutually agreed to by the Parties after receipt by Verizon of all necessary information as indicated above. Within ten (10) Business Days of Verizon’s receipt of ENT’s notice provided for in Section 4.1of this Attachment, Verizon and ENT shall confirm the technically feasible Point of Interconnection on Verizon’s network in the new LATA and the mutually agreed upon Interconnection activation date for the new LATA.

  • Retention of Written Communications The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.1 or this Section 2.6. The Issuer shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable prior written notice to the Registrar.

  • Controlling Language This Agreement is in English only, which language shall be controlling in all respects. All documents exchanged under this Agreement shall be in English.

  • Control of Litigation The Parties agree and acknowledge that ASCU shall be entitled at its option exclusively to control any Proceeding, including without limitation the Canyons Litigation, and each Party agrees (i) to promptly notify the other Party of the existence (or alleged existence) of the institution or commencement of any Proceeding instituted by any third party, and (ii) in the case of ASC, to cooperate fully with Indemnitors in connection therewith; provided, that Indemnitor’s right to control any Proceeding shall not be construed as including the right to enter into any settlement, consent judgment or decree or other order or judgment affecting Indemnitees and whether involving monetary or non-monetary relief without the prior written approval of Indemnitees, which approval shall not be unreasonably withheld, delayed or conditioned. Furthermore, Indemnitors agree to keep ASC and the Indemnitees reasonably informed of the status of each Proceeding, including providing ASC and the Indemnitees with copies of and access to ASCU’s, and any other Indemnitors’, legal counsel’s litigation files as well as providing Indemnitees with copies of all status reports or similar correspondence including, but not limited to, correspondence provided to any insurance carrier or bonding company with an interest in any such Proceeding or litigation. If ASCU fails to proceed promptly and diligently to respond to any such Proceeding as promptly as reasonably possible, including but not limited to failing to provide Indemnitees with notice of any proposed settlement prior to entering into such an agreement, and/or fails to keep Indemnitees reasonably informed of the status of any Proceeding, Indemnitees may send Notice of such failure to ASCU and if such failure is not corrected within 30 days after such Notice, Indemnitees may assume control of such Proceeding at Indemnitors’ sole expense. In the event of such an assumption of control of a Proceeding by Indemnitees, Indemnitees shall not enter into any settlement, consent decree or order without the prior written approval of ASCU, which approval shall not be unreasonably withheld, delayed or conditioned.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!