Common use of Entire Agreement; Governing Law Clause in Contracts

Entire Agreement; Governing Law. This Agreement contains the entire agreement of the parties and supersedes all prior agreements, understandings and arrangements with respect to the subject matter hereof. This Agreement shall be construed in accordance with the laws of the State of Delaware and in accordance with the applicable provisions of the Investment Company Act. In such case, to the extent the applicable laws of the State of Delaware, or any of the provisions herein, conflict with the provisions of the Investment Company Act, the latter shall control.

Entire Agreement; Governing Law. This Agreement contains the entire agreement of the parties and supersedes all prior agreements, understandings and arrangements with respect to the subject matter hereof. This Agreement shall be construed in accordance with the laws of the State of Delaware and in accordance with the applicable provisions of the Investment Company Act. In such case, to the extent the applicable laws of the State of Delaware, or any of the provisions herein, conflict with the provisions of the Investment Company Act, the latter shall control.

Entire Agreement; Governing Law. This Agreement contains the entire agreement of the parties and supersedes all prior agreements, understandings and arrangements with respect to the subject matter hereof. This Notwithstanding the place where this Agreement may be executed by any of the parties hereto, this Agreement shall be construed in accordance with the laws of the State of Delaware and in accordance with the applicable provisions of the Investment Company Act. In such case, to the extent the applicable laws of the State of Delaware, or any of the provisions herein, conflict with the provisions of the Investment Company Act, the latter shall control.

Entire Agreement; Governing Law. This Agreement contains the entire agreement of the parties and supersedes all prior agreements, understandings and arrangements with respect to the subject matter hereof. This Notwithstanding the place where this Agreement may be executed by any of the parties hereto, this Agreement shall be construed in accordance with the laws of the State of Delaware and Delaware. This Agreement shall also be construed in accordance with the applicable provisions of the Investment Company Act. In such case, to To the extent the applicable laws of the State of Delaware, or any of the provisions herein, conflict with the provisions of the Investment Company Act, the latter shall control.

Entire Agreement; Governing Law. This Agreement contains the entire agreement of the parties and supersedes all prior agreements, understandings and arrangements with respect to the subject matter hereof. This Agreement shall be governed by, and construed in accordance with with, the laws of the State of Delaware and in accordance with the applicable provisions of the Investment Company 1940 Act. In such case, to To the extent the applicable laws of the State of Delaware, or any of the provisions herein, conflict with the provisions of the Investment Company 1940 Act, the latter shall control.

Entire Agreement; Governing Law. This Agreement contains constitutes the entire agreement of the parties and supersedes all prior agreements, understandings and arrangements with respect relating to the subject matter hereofhereof and all prior or contemporaneous written or oral agreements are merged herein. This Agreement shall be construed in accordance with governed by the laws of the State of Delaware and in accordance with the applicable provisions of the Investment Company Act. In such case, to the extent the applicable laws of the State of Delaware, or any of the provisions herein, conflict with the provisions of the Investment Company Act, the latter shall control.

Entire Agreement; Governing Law. This Agreement contains constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes supersede in their entirety all prior agreements, understandings undertakings and arrangements agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee's interest except by means of a writing signed by the Company and Optionee. This Agreement shall be construed in accordance with is governed by the laws internal substantive laws, but not the choice of the State of Delaware and in accordance with the applicable provisions of the Investment Company Act. In such caselaw rules, to the extent the applicable laws of the State of Delaware, or any of the provisions herein, conflict with the provisions of the Investment Company Act, the latter shall control.

Entire Agreement; Governing Law. This Agreement contains constitutes the entire agreement of the parties parties, shall be binding upon and supersedes all prior agreements, understandings and arrangements with respect shall inure to the subject matter hereof. This Agreement benefit of the parties hereto and shall be construed governed by Delaware law in accordance a manner not in conflict with the provisions of the 1940 Act. To the extent that the laws of the State of Delaware and in accordance conflict with the applicable provisions provision of the Investment Company Act. In such case, to the extent the applicable laws of the State of Delaware, or any of the provisions herein, conflict with the provisions of the Investment Company 1940 Act, the latter shall control.

Entire Agreement; Governing Law. This Agreement contains constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes supersede in their entirety all prior agreements, understandings undertakings and arrangements agreements of the Company and Recipient with respect to the subject matter hereof, and may not be modified adversely to the Recipient’s interest except by means of a writing signed by the Company and Recipient. This Agreement shall be construed in accordance with is governed by the internal substantive laws but not the choice of the State of Delaware and in accordance with the applicable provisions of the Investment Company Act. In such case, to the extent the applicable laws law rules of the State of Delaware, or any of the provisions herein, conflict with the provisions of the Investment Company Act, the latter shall control.

Entire Agreement; Governing Law. This Agreement contains constitutes the entire agreement between the Company and the Recipient with respect to the subject matter hereof and supersedes in their entirety all prior undertakings and agreements of the parties Company and supersedes all prior agreements, understandings and arrangements the Recipient with respect to the subject matter hereof. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware and in accordance with the applicable provisions of the Investment Company Act. In such case, to the extent the applicable laws of the State of Delaware, or any without reference to conflict of the provisions herein, conflict with the provisions of the Investment Company Act, the latter shall controllaw provisions.

Entire Agreement; Governing Law. This Agreement contains the entire agreement of the parties and supersedes all prior agreements, understandings and arrangements with respect to the subject matter hereof. This Agreement shall be construed in accordance with the laws of the State of Delaware applicable to contracts formed and to be performed entirely within the State of Delaware, without regard to conflict of laws principles, and in accordance with the applicable provisions of the Investment Company Act. In such case, to the extent the applicable laws of the State of Delaware, or any of the provisions herein, conflict with the provisions of the Investment Company Act, the latter shall control.

Entire Agreement; Governing Law. This Agreement contains Agreement, together with the Merger Agreement, embodies the entire agreement of and understanding between the parties parties, and supersedes all prior agreements, agreements and understandings and arrangements with respect relating to the subject matter hereof. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware and in accordance with the applicable provisions without giving effect to conflict of the Investment Company Act. In such case, to the extent the applicable laws of the State of Delaware, or any of the provisions herein, conflict with the provisions of the Investment Company Act, the latter shall controlprovisions.

Entire Agreement; Governing Law. This Agreement contains the entire agreement of the parties and supersedes all prior agreements, understandings and arrangements with respect to the subject matter hereof. This Agreement shall be construed in accordance with the laws of the State of Delaware and in accordance with the applicable provisions of the Investment Company Act. In such case, to the extent the applicable laws of the State of Delaware, or any of the provisions herein, conflict with the provisions of the Investment Company Act, the latter shall control.. * * *

Entire Agreement; Governing Law. This Agreement contains constitutes the entire agreement of understanding between the parties Subscriber and supersedes all prior agreements, understandings and arrangements the Company with respect to the subject matter hereofhereof and supersedes any prior understanding and/or written or oral agreements between them with respect to such subject matter. For the purpose of clarity, this Agreement shall have no effect on the terms of the License Agreement. This Agreement shall be construed in accordance with governed by the laws of the State of Delaware and in accordance with the applicable provisions of the Investment Company Act. In such case, to the extent the applicable laws of the State of Delaware, without regard to the principles of conflicts of laws of Delaware or any other jurisdiction that would result in the application of the provisions herein, conflict with the provisions laws of the Investment Company Act, the latter shall controlany jurisdiction other than Delaware.

Entire Agreement; Governing Law. This Agreement contains constitutes the entire agreement of understanding between the parties Purchasers and supersedes all prior agreements, understandings and arrangements the Company with respect to the subject matter hereofhereof and supersedes any prior understanding and/or written or oral agreements between them with respect to such subject matter. This Agreement shall be construed in accordance with governed by the laws of the State of Delaware and in accordance with the applicable provisions of the Investment Company Act. In such case, to the extent the applicable laws of the State of Delaware, without regard to the principles of conflicts of laws of Delaware or any other jurisdiction that would result in the application of the provisions herein, conflict with the provisions laws of the Investment Company Act, the latter shall controlany jurisdiction other than Delaware.

Entire Agreement; Governing Law. This Agreement contains the entire agreement understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, understandings and arrangements other agreements between or among any of the parties with respect to the subject matter hereof. This Agreement shall be construed in accordance with interpreted under the laws of the State of Delaware and in accordance with the applicable provisions without reference to Delaware conflicts of the Investment Company Act. In such case, to the extent the applicable laws of the State of Delaware, or any of the provisions herein, conflict with the provisions of the Investment Company Act, the latter shall controllaw provisions.

Entire Agreement; Governing Law. This Agreement contains the entire agreement of the parties and supersedes all prior agreements, understandings understandings, and arrangements with respect to the subject matter hereof. This Agreement shall be construed in accordance with the laws of the State of Delaware and in accordance with the applicable provisions of the Investment Company 1940 Act. In such case, to the extent the applicable laws of the State of Delaware, or any of the provisions herein, conflict with the provisions of the Investment Company 1940 Act, the latter shall control.

Entire Agreement; Governing Law. This Agreement contains the entire agreement of the parties and supersedes all prior agreements, understandings and arrangements with respect to the subject matter hereof. This Agreement shall be construed in accordance with the laws of the State of Delaware and in accordance with the applicable provisions of the Investment Company 1940 Act. In such case, to the extent the applicable laws of the State of Delaware, or any of the provisions herein, conflict with the provisions of the Investment Company 1940 Act, the latter shall control.

Entire Agreement; Governing Law. This Agreement contains the entire agreement of the parties and supersedes all prior agreements, understandings and arrangements with respect to the subject matter hereof. This Agreement shall be construed in accordance with the laws of the State of Delaware and in accordance with the applicable provisions of the Investment Company 1940 Act. In such case, to To the extent the applicable laws of the State of Delaware, or any of the provisions herein, conflict with the provisions of the Investment Company 1940 Act, the latter shall control.

Entire Agreement; Governing Law. This Agreement contains the entire agreement understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, understandings and arrangements other agreements between or among any of the parties with respect to the subject matter hereof. This Agreement shall be construed in accordance with interpreted under the laws of the State of Delaware and in accordance with the applicable provisions without regard to conflict of the Investment Company Act. In such case, to the extent the applicable laws of the State of Delaware, or any of the provisions herein, conflict with the provisions of the Investment Company Act, the latter shall controllaw principles.

Entire Agreement; Governing Law. This Agreement contains the entire agreement of the parties and supersedes supersede all prior agreements, understandings and arrangements with respect to the subject matter hereofof this Agreement. This Agreement shall be construed in accordance with the laws of the State of Delaware and in accordance with the applicable provisions of the Investment Company Act. In such case, to To the extent the applicable laws of the State of Delaware, or any of the provisions herein, conflict with the provisions of the Investment Company Act, the latter shall control.

Entire Agreement; Governing Law. This Agreement contains Agreement, the Exhibits hereto and any subsequent amendments of the foregoing embody the entire agreement of understanding between the parties with respect to the subject matter hereof, and supersedes all prior agreements, understandings negotiations and arrangements with respect agreements between the parties relating to the subject matter hereof. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware and in accordance with the applicable provisions of the Investment Company Act. In such case, interpreted according to the extent the applicable internal laws of the State of Delaware, or any without reference to conflict of the provisions herein, conflict with the provisions of the Investment Company Act, the latter shall controllaw principles.

Entire Agreement; Governing Law. This Agreement contains the entire agreement of the parties and supersedes all prior agreements, understandings and arrangements with respect to the subject matter hereof. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware that are applicable to agreements made and in accordance with to be performed within such State and without regard to its conflicts of laws rules or principles. This Agreement constitutes the applicable provisions entire agreement of the Investment Company Act. In such case, parties hereto with respect to the extent subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, by and between the applicable laws of parties with respect to the State of Delaware, or any of the provisions herein, conflict with the provisions of the Investment Company Act, the latter shall controlsubject matter hereof.

Entire Agreement; Governing Law. This Agreement contains the entire understanding and agreement of between the parties hereto respecting the within subject matter, and supersedes all prior there are no representations, agreements, understandings and arrangements with respect or understandings, oral or written, between the parties hereto relating to the subject matter hereofof this Agreement that are not fully expressed herein. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware and in accordance with the applicable provisions of the Investment Company Act. In such case, to the extent the applicable laws of the State of Delaware, or any of the provisions herein, conflict with the provisions of the Investment Company Act, the latter shall control.

Entire Agreement; Governing Law. This Agreement contains the entire agreement of the parties and supersedes all prior agreements, understandings and arrangements with respect to the subject matter hereof. This Agreement shall be construed in accordance with the laws of the State of Delaware New York and in accordance with the applicable provisions of the Investment Company 1940 Act. In such case, to the extent the applicable laws of the State of Delaware, or any of the provisions herein, conflict with the provisions of the Investment Company 1940 Act, the latter shall control.

Entire Agreement; Governing Law. This Agreement contains the entire agreement of understanding between Purchaser and the parties and supersedes all prior agreements, understandings and arrangements Company with respect to the subject matter hereofhereof supersedes any prior understanding and/or written or oral agreements between the parties with respect to such subject matter. This Agreement shall be governed by, and construed and interpreted in accordance with with, the laws of the State of Delaware and in accordance with the applicable provisions of the Investment Company Act. In such case, to the extent the applicable laws of the State of Delaware, without regard to the principles of conflicts of laws of Delaware or any other jurisdiction that would result in the application of the provisions herein, conflict with the provisions laws of the Investment Company Act, the latter shall controlany jurisdiction other than Delaware.

Entire Agreement; Governing Law. This Agreement contains the entire agreement understanding of the parties Parties hereto with respect to the subject matter hereof and supersedes all prior agreements, understandings and arrangements other agreements between or among any of the Parties with respect to the subject matter hereof. This Agreement agreement shall be governed by, and construed and interpreted in accordance with with, the laws of the State of Delaware and in accordance with the applicable provisions of the Investment Company Act. In such case, to the extent the applicable laws law of the State of Delaware, or any of the provisions herein, conflict with the provisions of the Investment Company Act, the latter shall control.

Entire Agreement; Governing Law. This Agreement contains the entire agreement of understanding between Purchaser and the parties and supersedes all prior agreements, understandings and arrangements Company with respect to the subject matter hereofhereof supersedes any prior understanding and/or written or oral agreements between the parties with respect to such subject matter, including the Original Agreement. This Agreement shall be construed in accordance with governed by the laws of the State of Delaware and in accordance with the applicable provisions of the Investment Company Act. In such case, to the extent the applicable laws of the State of Delaware, without regard to the principles of conflicts of laws of Delaware or any other jurisdiction that would result in the application of the provisions herein, conflict with the provisions laws of the Investment Company Act, the latter shall controlany jurisdiction other than Delaware.

Entire Agreement; Governing Law. This Agreement contains the entire agreement of understanding between Purchaser and the parties and supersedes all prior agreements, understandings and arrangements Company with respect to the subject matter hereofhereof supersedes any prior understanding and/or written or oral agreements between the parties with respect to such subject matter. This Agreement shall be construed in accordance with governed by the laws of the State of Delaware and in accordance with the applicable provisions of the Investment Company Act. In such case, to the extent the applicable laws of the State of Delaware, without regard to the principles of conflicts of laws of Delaware or any other jurisdiction that would result in the application of the provisions herein, conflict with the provisions laws of the Investment Company Act, the latter shall controlany jurisdiction other than Delaware.

Entire Agreement; Governing Law. This Agreement contains constitutes the entire agreement among the Company and Investor with respect to the subject matter hereof and supersedes in their entirety all prior undertakings and agreements of the parties Company and supersedes all prior agreements, understandings and arrangements Investor with respect to the subject matter hereof. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware and in accordance with the applicable provisions of the Investment Company Act. In such case, to the extent the applicable laws of the State of Delaware, or any of the provisions herein, conflict with the provisions of the Investment Company Act, the latter shall control.

Entire Agreement; Governing Law. This Agreement contains the entire agreement of the parties and supersedes all prior agreements, understandings and arrangements with respect to the subject matter hereof. This Agreement shall be construed in accordance with the laws of the State of Delaware and in accordance with the applicable provisions Delaware. [The remainder of the Investment Company Actthis page has been left blank intentionally. In such case, to the extent the applicable laws of the State of Delaware, or any of the provisions herein, conflict with the provisions of the Investment Company Act, the latter shall controlSignature page follows.]

Entire Agreement; Governing Law. This Agreement contains constitutes the entire agreement of understanding between me and the parties and supersedes all prior agreements, understandings and arrangements Company with respect to the subject matter hereof, and supersedes any prior understanding and/or written or oral agreements between us with respect to such subject matter. This Agreement shall be construed in accordance with governed by the laws of the State of Delaware and in accordance with the applicable provisions of the Investment Company Act. In such case, to the extent the applicable laws of the State of Delaware, without regard to the principles of conflicts of laws of Delaware or any of the provisions herein, conflict with the provisions of the Investment Company Act, the latter shall controlother jurisdiction.

Entire Agreement; Governing Law. This Agreement contains the entire agreement of the parties and supersedes all prior agreements, understandings and arrangements with respect to the subject matter hereof. This Agreement shall be construed in accordance with the laws of the State of Delaware and in accordance with the applicable provisions of the Investment Company 1940 Act. In such case, to the extent the applicable laws of the State of Delaware, or any of the provisions herein, conflict with the applicable provisions of the Investment Company 1940 Act, the latter shall control.

Entire Agreement; Governing Law. This Agreement contains Amendment No.1 sets forth the entire understanding and agreement of the parties and supersedes all prior agreements, understandings and arrangements with respect hereto in relation to the subject matter hereofhereof and supersedes any prior negotiations and agreements among the parties relative to such subject matter. This Agreement shall be construed in accordance with the laws of the State state of Delaware and in accordance with the applicable provisions of the Investment Company Act. In such case, to To the extent the applicable laws of the State of Delaware, Delaware or any of the provisions herein, conflict with the provisions of the Investment Company Act, the latter later shall control.

Entire Agreement; Governing Law. This Agreement contains constitutes the entire agreement of among the parties and supersedes all prior agreements, understandings and arrangements Parties with respect to the subject matter hereof. It supersedes any prior agreement or understanding among the Parties, and it may not be modified except in writing by the Parties’ mutual consent. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware and Delaware, without regard to any conflict or choice of law principles that would result in accordance with the applicable provisions application of the Investment Company Act. In such case, to the extent the applicable laws any law other than that of the State of Delaware, or any of the provisions herein, conflict with the provisions of the Investment Company Act, the latter shall control.

Entire Agreement; Governing Law. This Agreement contains between the parties hereto contain the entire agreement of the parties and supersedes supersede all prior agreements, understandings understandings, and arrangements with respect to the subject matter hereof. This Agreement shall be construed in accordance with the laws of the State of Delaware and in accordance with the applicable provisions of the Investment Company 1940 Act. In such case, to To the extent the applicable laws of the State of Delaware, or any of the provisions herein, conflict with the provisions of the Investment Company 1940 Act, the latter shall control.. * * * *

Entire Agreement; Governing Law. This Agreement contains constitutes the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes all prior agreements, understandings and arrangements with respect to the understandings, promises, negotiations or representations concerning such subject matter hereofmatter. This Agreement shall be construed binding on, and inure to the benefit of, the parties hereto and their respective heirs, legal representatives, successors and assigns. The validity, construction, interpretation and effect of this instrument shall be governed by and determined in accordance with the laws of the State of Delaware and in accordance with the applicable provisions of the Investment Company Act. In such case, to the extent the applicable laws law of the State of Delaware, or any without regard to conflicts of the provisions herein, conflict with the provisions of the Investment Company Act, the latter shall controllaw principles.

Entire Agreement; Governing Law. This Agreement contains constitutes the entire agreement of between the parties and supersedes all prior agreements, understandings and arrangements with respect to the subject matter hereof. This Agreement shall be governed by, and construed in accordance with with, the laws of the State of Delaware and in accordance with the applicable provisions without regard to principles of the Investment Company Act. In such case, to the extent the applicable laws conflicts of the State of Delaware, or any of the provisions herein, conflict with the provisions of the Investment Company Act, the latter shall controllaws.