Governing law and Clause Samples

Governing law and. JURISDICTION This Agreement shall be construed in accordance with and all Disputes hereunder shall be governed by the laws of the State of Delaware, excluding its conflict of law rules. The Parties agree to the following procedure to determine jurisdiction over all actions between the Parties for preliminary relief in aid of arbitration pursuant to Section 4.10 herein, and non-exclusive jurisdiction over any action for enforcement of an arbitral award. In the event that ALLETE commences such an action, the Parties agree that the Circuit Court of ▇▇▇▇▇▇ County, Indiana and/or the United States District Court for the Southern District of Indiana shall have exclusive jurisdiction over such action. In the event that ADESA commences such an action, the Parties agree that the District Court of St. Louis County, Minnesota and/or the United States District Court for the State of Minnesota shall have exclusive jurisdiction over such action.

Governing law and competent court 1. This Agreement and any offer or agreement between Affic and Platform Partner are construed in accordance with and shall be exclusively governed by the laws of the Netherlands. 2. Any and all disputes that may arise under or in connection with this Agreement or any offer or agreement between Affic and Platform Partner shall be exclusively referred to the competent court in Amsterdam, the Netherlands.

Governing law and enforcement The choice of English law as the governing law of any Finance Document expressed to be governed by English law will be recognised and enforced in the jurisdiction of incorporation of each relevant Security Party, and any judgment obtained in England in relation to any such Finance Document will be recognised and enforced in the jurisdiction of incorporation of each relevant Security Party.

Governing law and. Arbitration This agreement shall be governed by and construed in accordance with the laws of the State Massachusetts. Place of jurisdiction is Norfolk - County / U.S.A. Arbitration Any disputes arising hereunder with respect to the fulfilment or interpretation of any terms or conditions hereof shall be settled by an amicable effort of the parties. Either party may request that any such dispute which is not amicable settled by such efforts of the parties shall be submitted to voluntary binding arbitration according to the Commercial Arbitration Rules of the American Arbitration Association (AAA). Each party shall appoint one arbitrator and the third arbitrator, who shall act as Chairman, shall be appointed by the American Arbitration Association. The arbitration court shall also decide on the liability for costs including the reimbursement of reasonable attorney fees. The arbitration shall be performed in the English language, unless otherwise agreed to by the parties.

Governing law and competent court 1. The agreement concluded by the client with Fresh Insight shall be governed by Dutch law. 2. All disputes which may arise as a result of an agreement between the client and Fresh Insight or further agreements which may follow therefrom shall be settled by the competent court in Amsterdam.

Governing law and. Survival 14.1 The law of the State of California will govern the validity of these terms, their interpretation and performance. 14.2 If any of the provisions contained in this agreement are held illegal, invalid or unenforceable, the enforceability of the remaining provisions will not be impaired. Limitations of liability and indemnities will survive termination of this agreement for any cause.

Governing law and. JURISDICTION This Agreement shall be construed in accordance with the laws of England C Wales/ Scotland/Northern Ireland and all disputes, claims or proceedings between the parties relating to the validity, construction or performance of this Agreement shall be subject to the exclusive jurisdiction of the Courts of England C Wales/Scotland/Northern Ireland. ................................................................................................................................... ......... Signed for and on behalf of the Employment Business ................................................................................................................................... ............... [print name here] Signed on for and on behalf of ……………………………………………………………………………………………............................... ...............................Ltd. (the PSC) ...................................................................................................................................

Governing law and. Jurisdiction The Offer is governed by Norwegian law. Any dispute that may arise in relation to this Offer shall be subject to the Norwegian Courts with Oslo city as legal venue. This statement is made by the Board of Directors (the "Board") of Oslo Børs VPS Holding ASA ("Oslo Børs VPS" or the "Company") in connection with the offer (the "Offer") from Nasdaq AB ("Nasdaq") to acquire all issued and outstanding shares in Oslo Børs VPS against a consideration of NOK 152 per share in cash (the "Offer Price"). The statement is attached as an appendix to the offer document prepared by Nasdaq for the Offer dated [•] 2019 (the "Offer Document"). The Offer is not subject to the take-over rules in chapter 6 of the Norwegian Securities Trading Act, and the Board is not under any legal obligation to make any statements on the Offer. However, pursuant to clause 14 (Takeover) of Oslo Børs VPS' corporate governance policy, the Board shall in the event of a take-over offer arrange for a valuation by an independent expert and issue a statement evaluating the offer, including a recommendation to shareholders as to whether or not they should accept the offer. On 24 December 2018 Euronext N.V. ("Euronext") announced its intention to launch an offer in January 2019 for all the outstanding shares in Oslo Børs VPS. Euronext launched such offer on 14 January 2019 by the publication of an offer document (the "Euronext Offer"). The Euronext Offer was a result of a compact auction process conducted by Carnegie ASA on the initiative of certain minority shareholders of the Company and without any involvement of the Board and management of the Company. Against this background, and in light of the fact that it surfaced that several relevant parties did not participate in the auction process, the Board announced on 4 January 2019 that it had decided to invite parties that may be interested in the opportunity of making an offer for the shares in Oslo Børs VPS to participate in an offer process. Based on this invitation, and within the time frame and other limitations imposed on the Board by the Euronext Offer, Nasdaq and the Company entered into negotiations regarding a combination of the two companies. The negotiations between Nasdaq and Oslo Børs VPS resulted in a joint press release on 30 January 2019, announcing that the two parties had entered into a transaction agreement (the "Transaction Agreement") whereby Nasdaq agreed to launch the Offer and the Board undertook to announce its un...

Governing law and enforcement The choice of English, Hong Kong or Singapore law as the governing law of any Finance Document expressed to be governed by that law will be recognised and enforced in the jurisdiction of incorporation of each relevant Security Party, and any judgment obtained in England in relation to any such Finance Document will be recognised and enforced in the jurisdiction of incorporation of each relevant Security Party.