Common use of Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury Clause in Contracts

Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) This Agreement and the transactions contemplated hereby, and all disputes between the parties under or related to the Agreement or the facts and circumstances leading to its execution, whether in contract, tort or otherwise, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the application of Delaware principles of conflicts of laws.

Appears in 26 contracts

Samples: Stockholder Voting Agreement (Amgen Inc), Stockholder Voting Agreement (Tularik Inc), Stockholder Voting Agreement (Harrahs Entertainment Inc)

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Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) This Agreement and the transactions contemplated hereby, and all disputes between the parties under or related to the Agreement or the facts and circumstances leading to its execution, whether in contract, tort or otherwise, shall be governed by by, and construed in accordance with with, the laws Laws of the State of Delaware, without regard to laws that may be applicable under conflicts of laws principles (whether of the State of Delaware or any other jurisdiction) that would cause the application of Delaware principles the Laws of conflicts any jurisdiction other than the State of lawsDelaware.

Appears in 19 contracts

Samples: Agreement and Plan of Merger (Velodyne Lidar, Inc.), Agreement and Plan of Merger (Ouster, Inc.), Agreement and Plan of Merger

Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) This Agreement and the transactions contemplated hereby, all claims and all disputes between the parties under or related to the Agreement or the facts and circumstances leading to its execution, whether causes of action arising in contract, tort or otherwise, connection herewith shall be governed by by, and construed in accordance with with, the laws Laws of the State of Delaware, without regard to Laws that may be applicable under conflicts of laws principles (whether of the State of Delaware or any other jurisdiction) that would cause the application of Delaware principles the Laws of conflicts any jurisdiction other than the State of lawsDelaware.

Appears in 18 contracts

Samples: Agreement and Plan of Merger (Iteris, Inc.), Agreement and Plan of Merger (Waste Management Inc), Agreement and Plan of Merger (Stericycle Inc)

Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) This Agreement and the transactions contemplated hereby, and all disputes between the parties under or related to the Agreement or the facts and circumstances leading to its execution, whether in contract, tort or otherwise, shall be governed by and construed in accordance with the laws Laws of the State of Delaware, without regard to the application of Delaware principles of conflicts of laws.

Appears in 18 contracts

Samples: Voting Agreement (Borland Software Corp), Voting Agreement (Simon William E & Sons Private Equity Partners Lp), Voting Agreement (Segue Software Inc)

Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) This Agreement and the transactions contemplated hereby, and all disputes between the parties under or related to the Agreement or the facts and circumstances leading to its execution, whether in contract, tort or otherwise, shall be governed by by, and construed in accordance with with, the laws Laws of the State of Delaware, without regard to the application of Delaware principles of laws that may be applicable under conflicts of lawslaws principles.

Appears in 15 contracts

Samples: Agreement and Plan of Merger (RespireRx Pharmaceuticals Inc.), Agreement and Plan of Merger (B. Riley Financial, Inc.), Agreement and Plan of Merger (United Online Inc)

Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) This Agreement and the transactions contemplated hereby, and all disputes between the parties under or related to the Agreement or the facts and circumstances leading to its execution, whether in contract, tort or otherwise, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to regardless of the application of Delaware laws that might otherwise govern under applicable principles of conflicts of lawslaw thereof.

Appears in 11 contracts

Samples: Stockholder Tender and Voting Agreement (Cgi Group Inc), Stockholder Tender and Voting Agreement (Cgi Group Inc), Stockholder Tender and Voting Agreement (Cgi Group Inc)

Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) This Agreement and the transactions contemplated hereby, and all disputes between the parties under or related to the Agreement or the facts and circumstances leading to its execution, whether in contract, tort or otherwise, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to regardless of the application of Delaware laws that might otherwise govern under applicable principles of conflicts of lawslaws thereof.

Appears in 10 contracts

Samples: Voting Agreement (Genaissance Pharmaceuticals Inc), Voting Agreement (Genaissance Pharmaceuticals Inc), Voting Agreement (Genaissance Pharmaceuticals Inc)

Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) This Agreement and the transactions contemplated hereby, and all disputes between the parties under or related to the Agreement or the facts and circumstances leading to its execution, whether in contract, tort or otherwise, shall will be governed by by, and construed in accordance with with, the laws Laws of the State of Delaware, without regard to laws that may be applicable under conflicts of laws principles (whether of the State of Delaware or any other jurisdiction) that would cause the application of Delaware principles the Laws of conflicts any jurisdiction other than the State of lawsDelaware.

Appears in 9 contracts

Samples: Agreement and Plan of Merger (Frontier Group Holdings, Inc.), Agreement and Plan of Merger, Agreement and Plan of Merger (Alaska Air Group, Inc.)

Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) This Agreement and the transactions contemplated hereby, and all disputes between the parties under or related to the Agreement or the facts and circumstances leading to its execution, whether in contract, tort or otherwise, shall be governed by by, and construed in accordance with with, the laws Laws of the State of Delaware, without regard giving effect to the application of Delaware principles of conflicts of lawsLaw thereof that would require the application of the Laws of any other jurisdiction.

Appears in 7 contracts

Samples: Agreement and Plan of Merger (Pc Tel Inc), Agreement and Plan of Merger (Pc Tel Inc), Agreement and Plan of Merger (Avid Technology, Inc.)

Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) This Agreement and the transactions contemplated hereby, and all disputes between the parties under matters arising hereunder or related to the Agreement or the facts and circumstances leading to its execution, whether in contract, tort or otherwise, connection herewith shall be governed by by, and construed in accordance with with, the laws Laws of the State of Delaware, without regard to laws that may be applicable under conflicts of laws principles (whether of the State of Delaware or any other jurisdiction) that would cause the application of Delaware principles the Laws of conflicts any jurisdiction other than the State of lawsDelaware.

Appears in 7 contracts

Samples: Agreement and Plan of Merger (North American Galvanizing & Coatings Inc), Agreement and Plan of Merger (Azz Inc), Agreement and Plan of Merger (Pulmuone Cornerstone Corp)

Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) This Agreement and the transactions contemplated herebyall claims and causes of action based upon, and all disputes between the parties under arising out of or related to the Agreement or the facts and circumstances leading to its execution, whether in contract, tort or otherwise, connection herewith shall be governed by by, and construed in accordance with with, the laws Laws of the State of Delaware, without regard to Laws that may be applicable under conflicts of laws principles (whether of the State of Delaware or any other jurisdiction) that would cause the application of Delaware principles the Laws of conflicts any jurisdiction other than the State of lawsDelaware.

Appears in 6 contracts

Samples: Agreement and Plan of Merger (Science 37 Holdings, Inc.), Agreement and Plan of Merger (Synacor, Inc.), Agreement and Plan of Merger (Fibrocell Science, Inc.)

Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) This Agreement and the transactions contemplated hereby, and all disputes between the parties under or related to the Agreement or the facts and circumstances leading to its executionAgreement, whether in contractContract, tort or otherwise, shall be governed by and construed in accordance with the laws Laws of the State of Delaware, without regard applicable to contracts executed in and to be performed entirely within the application of Delaware principles of conflicts of lawsState.

Appears in 5 contracts

Samples: Consent and Support Agreement (Amc Entertainment Inc), Consent and Support Agreement (LCE Mexican Holdings, Inc.), Consent and Support Agreement (Marquee Holdings Inc.)

Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) This Agreement and the transactions contemplated hereby, and all disputes between the parties under or related to the Agreement or the facts and circumstances leading to its execution, whether in contract, tort or otherwise, shall be governed by by, and construed in accordance with with, the laws Laws of the State of Delaware, without regard to Laws that may be applicable under conflicts of laws principles (whether of the State of Delaware or any other jurisdiction) that would cause the application of Delaware principles the Laws of conflicts any jurisdiction other than the State of lawsDelaware.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (EndoChoice Holdings, Inc.), Agreement and Plan of Merger (Buckeye Technologies Inc), Agreement and Plan of Merger (Network Engines Inc)

Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) This Agreement (and the transactions contemplated hereby, and all disputes between the parties under any Actions arising out of or related hereto or to the Agreement Transactions or to the facts and circumstances leading inducement of any party to its executionenter herein, whether in for breach of contract, tort tortious conduct or otherwise and whether predicated on common law, statute or otherwise, ) shall in all respects be governed by by, and construed in accordance with with, the laws Laws of the State of Delaware, including all matters of construction, validity and performance, in each case without regard reference to any conflict of law rules that might lead to the application of Delaware principles the Laws of conflicts any jurisdiction other than the State of lawsDelaware.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Callidus Software Inc), Agreement and Plan of Merger (Concur Technologies Inc), Agreement and Plan of Merger (Concur Technologies Inc)

Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) This Agreement and the transactions contemplated hereby, and all disputes between the parties under or related to the Agreement or the facts and circumstances leading to its execution, whether in contract, tort or otherwise, shall be governed by and construed in accordance with the laws Laws of the State of Delaware, applicable to contracts executed in and to be performed entirely within the State of Delaware, without regard to the application of Delaware principles of conflicts of lawslaws principles thereof.

Appears in 4 contracts

Samples: Asset Purchase Agreement (American Casino & Entertainment Properties LLC), Purchase Agreement (Ameristar Casinos Inc), Asset Purchase Agreement (Harrahs Entertainment Inc)

Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) This Agreement and the transactions contemplated hereby, all claims and all disputes between the parties under or related to the Agreement or the facts and circumstances leading to its execution, whether causes of action arising in contract, tort or otherwise, connection herewith shall be governed by by, and construed in accordance with with, the laws Laws of the State of Delaware, without regard to Laws that may be applicable under conflicts of laws principles (whether of the State of Delaware or any other jurisdiction) that would cause the application of Delaware principles the Laws of conflicts any jurisdiction other than the State of laws.Delaware

Appears in 4 contracts

Samples: Voting Agreement (Taylor Morrison Home Corp), Voting Agreement (William Lyon Homes), Voting Agreement (AV Homes, Inc.)

Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) This Agreement and the transactions contemplated hereby, and all disputes between the parties under or related to the Agreement or the facts and circumstances leading to its execution, whether in contractContract, tort or otherwise, shall be governed by and construed in accordance with the laws Laws of the State of Delaware, without regard applicable to contracts executed in and to be performed entirely within the application of Delaware principles of conflicts of lawsState.

Appears in 4 contracts

Samples: Consent and Support Agreement (Marquee Holdings Inc.), Consent and Support Agreement (LCE Mexican Holdings, Inc.), Consent and Support Agreement (Amc Entertainment Inc)

Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) This The Offer, the Merger, this Agreement and the transactions contemplated herebyby this Agreement, and all disputes between the parties under or related to the this Agreement or the facts and circumstances leading to its execution, whether in contract, tort or otherwise, shall be governed by by, and construed in accordance with with, the laws Laws of the State of Delaware, without regard to laws that may be applicable under conflicts of laws principles (whether of the State of Delaware or any other jurisdiction) that would cause the application of Delaware principles the Laws of conflicts any jurisdiction other than the State of lawsDelaware.

Appears in 3 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (General Electric Co), Agreement and Plan of Merger (Clarient, Inc)

Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) This Agreement and the transactions contemplated hereby, and all disputes between the parties under any legal Proceeding arising out of or related relating to the this Agreement or the facts and circumstances leading to its execution, whether in contract, tort or otherwise, shall be governed by by, and construed in accordance with with, the laws Laws of the State of Delaware, without regard giving effect to the application of Delaware principles of conflicts of lawsLaw thereof.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Landauer Inc), Tender and Support Agreement (Fortive Corp), Tender and Support Agreement (Gilead Capital LP)

Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) This The validity, interpretation and enforcement of this Agreement and the transactions contemplated hereby, and all disputes between the parties under or related to the Agreement or the facts and circumstances leading to its execution, whether in contract, tort or otherwise, shall will be governed by and construed in accordance with the laws of the State of Delaware, without regard other than any choice of Law provisions thereof that would cause the laws of another state to the application of Delaware principles of conflicts of lawsapply.

Appears in 3 contracts

Samples: Governance and Repurchase Rights Agreement, Governance and Repurchase Rights Agreement (Comverse Technology Inc/Ny/), Governance and Repurchase Rights Agreement (Verint Systems Inc)

Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) This Agreement and the transactions contemplated hereby, and all disputes between the parties under or related to the this Agreement or the facts and circumstances leading to its execution, whether in contract, tort or otherwise, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard applicable to contracts executed in and to be performed entirely within the application State of Delaware principles of conflicts of lawsDelaware.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Maxtor Corp), Agreement and Plan of Merger (Seagate Technology), Agreement and Plan of Merger (Vertis Inc)

Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) This Agreement and the transactions contemplated hereby, and all disputes between the parties under or related to the this Agreement or the facts and circumstances leading to its execution, whether in contract, tort or otherwise, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to regardless of the application of Delaware laws that might otherwise govern under applicable principles of conflicts of lawslaw thereof.

Appears in 3 contracts

Samples: Voting Agreement (Healthcare Ventures v L P), Voting Agreement (Healthcare Ventures v L P), Stockholders Agreement (Healthcare Ventures v L P)

Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) This Agreement and the transactions contemplated hereby, and all disputes between the parties under or related to the this Agreement or the facts and circumstances leading to its execution, whether in contract, tort or otherwise, shall be governed by and construed in accordance with the laws Laws of the State of Delaware, applicable to contracts executed in and to be performed entirely within such State, without regard to the application conflicts or choice of laws principles or any other Law that would make the laws of any other jurisdiction other than the State of Delaware principles of conflicts of lawsapplicable hereto.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Isle of Capri Casinos Inc), Option Agreement (Isle of Capri Casinos Inc)

Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) This Agreement and the transactions contemplated hereby, and all disputes between the parties under or related to the Agreement or the facts and circumstances leading to its execution, whether in contractContract, tort or otherwise, shall be governed by and construed in accordance with the laws Laws of the State of Delaware, without regard to the application of Delaware principles of conflicts of laws.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Tularik Inc), Agreement and Plan of Merger (Amgen Inc)

Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) This Agreement and the transactions contemplated hereby, and all disputes between the parties Parties under or related to the this Agreement or the facts and circumstances leading to its execution, whether in contract, tort or otherwise, shall be governed by and construed in accordance with the laws Laws of the State of Delaware applicable to contracts executed in and to be performed entirely within the State of Delaware, without regard to the application of Delaware principles of conflicts of lawslaws principles thereof.

Appears in 2 contracts

Samples: Equity Interest Purchase Agreement (PNK Entertainment, Inc.), Equity Interest Purchase Agreement (Pinnacle Entertainment Inc.)

Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) This Agreement and the transactions contemplated herebyAgreement, and all disputes between the parties under claims and causes of action arising out of, based upon, or related to the this Agreement or the facts and circumstances leading to its executionnegotiation, whether in contract, tort execution or otherwiseperformance hereof, shall be governed by by, and construed construed, interpreted and enforced in accordance with with, the internal laws of the State of Delaware, without regard to the application of Delaware principles of laws that may be applicable under conflicts of lawslaws principles.

Appears in 2 contracts

Samples: Stockholder Agreement (Willbros Group, Inc.\NEW\), Stockholder Agreement (Willbros Group, Inc.\NEW\)

Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) This Agreement and the transactions contemplated herebyany dispute arising out of, and all disputes between the parties under in connection with or related relating to the this Agreement or the facts and circumstances leading to its execution, whether in contract, tort or otherwise, shall be governed by and construed in accordance with the laws Laws of the State of Delaware, without regard giving effect to the application of Delaware principles of conflicts of lawslaws principles thereof.

Appears in 2 contracts

Samples: Voting Agreement (Winder Investment Pte LTD), Voting Agreement (DuPont De Nemours, Inc.)

Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) This Agreement and the transactions contemplated hereby, and all any disputes between the parties under arising from or related to the Agreement or the facts and circumstances leading to its execution, whether in contract, tort or otherwise, relating thereto shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the application of Delaware principles of conflicts of lawslaws thereof.

Appears in 2 contracts

Samples: Stockholders Voting Agreement (Toppan Printing Co LTD /Adr/), Stockholders Voting Agreement (Dupont E I De Nemours & Co)

Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) This Agreement and the transactions contemplated hereby, and all disputes between the parties under or related to the Agreement or the facts and circumstances leading to its execution, whether in contractContract, tort or otherwise, shall be governed by and construed in accordance with the laws Laws of the State of Delaware, applicable to Contracts executed in and to be performed entirely within the State of Delaware, without regard to the application of Delaware principles of conflicts of lawslaws principles thereof to the extent that the Laws of another jurisdiction would apply as a result of the application thereof.

Appears in 2 contracts

Samples: Equity Purchase Agreement (Twin River Worldwide Holdings, Inc.), Equity Purchase Agreement (Twin River Worldwide Holdings, Inc.)

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Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) This Agreement and the transactions contemplated herebyAgreement, and all disputes between the parties under matters arising hereunder or related to the Agreement or the facts and circumstances leading to its execution, whether in contract, tort or otherwiseconnection herewith, shall be governed by by, and construed in accordance with with, the laws Laws of the State of Delaware, Delaware without regard to the conflicts of Law rules (whether of the State of Delaware or any other jurisdiction) that would cause the application of Delaware principles the Laws of conflicts any jurisdiction other than the State of lawsDelaware.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Ameritrans Capital Corp), Support Agreement (Ameritrans Capital Corp)

Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) This Agreement and the transactions contemplated hereby, and all disputes between the parties under or related to the Agreement or the facts and circumstances leading to its execution, whether in contract, tort or otherwise, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of Delaware principles laws of conflicts any jurisdiction other than those of lawsthe State of Delaware.

Appears in 2 contracts

Samples: Contribution, Non Tender and Support Agreement (Union Drilling Inc), Contribution, Non Tender and Support Agreement (Union Drilling Inc)

Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) This Agreement and the transactions contemplated hereby, and all disputes between the parties under (including any claim or related controversy arising out of or relating to the Agreement or the facts and circumstances leading to its execution, whether in contract, tort or otherwise, this Agreement) shall be governed by by, and construed in accordance with with, the laws of the State of Delaware, without regard giving effect to conflicts of laws principles that would result in the application of Delaware principles the law of conflicts of lawsany other state.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Cbeyond, Inc.), Securities Purchase Agreement (Merge Healthcare Inc)

Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) This Agreement and the transactions contemplated herebyAmendment, and all disputes between the parties under or related to the Agreement this Amendment or the facts and circumstances leading to its execution, whether in contract, tort or otherwise, shall be governed by and construed in accordance with the laws Laws of the State of Delaware, applicable to contracts executed in and to be performed entirely within the State of Delaware, without regard to the application of Delaware principles of conflicts of lawslaws principles thereof.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Penn National Gaming Inc), Asset Purchase Agreement (Penn National Gaming Inc)

Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) This Agreement Amendment and the transactions contemplated hereby, and all disputes between the parties under or related to the Agreement this Amendment or the facts and circumstances leading to its execution, whether in contract, tort or otherwise, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to regardless of the application of Delaware laws that might otherwise govern under applicable principles of conflicts of lawslaw thereof.

Appears in 1 contract

Samples: Stockholders Agreement (Vicuron Pharmaceuticals Inc)

Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) Section 10.11.1 This Agreement and the transactions contemplated herebyAgreement, and all disputes between the parties under claims and causes of action arising out of, based upon, or related to the this Agreement or the facts and circumstances leading to its executionnegotiation, whether in contract, tort execution or otherwiseperformance hereof, shall be governed by by, and construed construed, interpreted and enforced in accordance with with, the laws internal Laws of the State of Delaware, without regard to the application of Delaware principles of Laws that may be applicable under conflicts of lawslaws principles.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Willbros Group, Inc.\NEW\)

Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) This Agreement and the transactions contemplated hereby, and all disputes between the parties under or related to the Agreement or the facts and circumstances leading to its execution, whether in contract, tort or otherwise, shall be governed by and construed in accordance with the internal laws of the State of Delaware, Delaware without regard giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of Delaware principles laws of conflicts any jurisdiction other than those of lawsthe State of Delaware.

Appears in 1 contract

Samples: Company Stockholder Agreement (Green Equity Investors V, L.P.)

Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) This Agreement and the transactions contemplated hereby, and all disputes between the parties under or related to the this Agreement or the facts and circumstances leading to its execution, whether in contract, tort or otherwise, shall be governed by and construed in accordance with the laws Laws of the State of Delaware, applicable to contracts executed in and to be performed entirely within such State, without regard to the application conflicts or choice of laws principles or any other Law that would make the Laws of any other jurisdiction other than the State of Delaware principles of conflicts of lawsapplicable hereto.

Appears in 1 contract

Samples: Securities Purchase Agreement (Isle of Capri Casinos Inc)

Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) This Agreement and the transactions contemplated hereby, and all disputes between the parties under or related to the Agreement or the facts and circumstances leading to its execution, whether in contract, tort or otherwise, shall be governed by and construed in accordance with the laws of the State state of Delaware, without regard to regardless of the application of Delaware laws that might otherwise govern under applicable principles of conflicts of lawslaw thereof; provided, however, that the laws of a particular party’s jurisdiction of incorporation shall govern such party’s fiduciary obligations.

Appears in 1 contract

Samples: Transaction Implementation Agreement (Grindrod Shipping Holdings Ltd.)

Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) This Agreement and the transactions contemplated hereby, all claims and all disputes between the parties under or related to the Agreement or the facts and circumstances leading to its execution, whether causes of action arising in contract, tort or otherwise, connection herewith shall be governed by by, and construed in accordance with with, the laws Laws of the State of Delaware, without regard to laws that may be applicable under conflicts of laws principles (whether of the State of Delaware or any other jurisdiction) that would cause the application of Delaware principles the Laws of conflicts any jurisdiction other than the State of laws.Delaware

Appears in 1 contract

Samples: Voting Agreement (Astea International Inc)

Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) This Agreement and the transactions contemplated herebyAgreement, and all disputes between the parties under matters arising hereunder or related to the Agreement or the facts and circumstances leading to its execution, whether in contract, tort or otherwiseconnection herewith, shall be governed by by, and construed in accordance with with, the laws Laws of the State of Delaware, without regard to Laws that may be applicable under conflicts of Laws principles (whether of the State of Delaware or any other jurisdiction) that would cause the application of Delaware principles the Laws of conflicts any jurisdiction other than the State of lawsDelaware.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Microfluidics International Corp)

Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) This Agreement and the transactions contemplated hereby, and all disputes between the parties under or related to the this Agreement or the facts and circumstances leading to its execution, whether in contract, tort or otherwise, shall be governed by and construed in accordance with the laws Laws of the State of Delaware, applicable to contracts executed in and to be performed entirely within the State of Delaware, without regard to the application of Delaware principles of conflicts of lawslaws principles thereof.

Appears in 1 contract

Samples: Asset Purchase Agreement (Penn National Gaming Inc)

Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) This Agreement and the transactions contemplated hereby, and all disputes between the parties under or related to the Agreement or the facts and circumstances leading to its execution, whether in contractContract, tort or otherwise, shall be governed by and construed in accordance with the laws Laws of the State of Delaware, without regard applicable to contracts executed in and to be performed entirely within the application State, except that the provisions of Delaware principles of conflicts of lawsthe WBCA shall govern the Merger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Immunex Corp /De/)

Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) This Agreement and the transactions contemplated hereby, and all disputes between the parties under or related to the Agreement or the facts and circumstances leading to its execution, whether in contract, tort or otherwise, shall be governed by by, and construed in accordance with with, the laws of the State of Delaware, without regard to laws that may be applicable under conflicts of laws principles (whether of the State of Delaware or any other jurisdiction) that would cause the application of Delaware principles the laws of conflicts any jurisdiction other than the State of lawsDelaware.

Appears in 1 contract

Samples: Tax Sharing Agreement (Safeway Inc)

Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) This Agreement and the transactions contemplated hereby, and all disputes between the parties under (including any claim or related controversy arising out of or relating to the Agreement or the facts and circumstances leading to its execution, whether in contract, tort or otherwise, this Agreement) shall be governed by and construed in accordance with the laws of the State of Delaware, Delaware without regard to conflict of law principles that would result in the application of Delaware principles any law other than the law of conflicts the State of lawsDelaware.

Appears in 1 contract

Samples: Voting Agreement (Pemco Aviation Group Inc)

Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) This Agreement and the transactions contemplated hereby, all claims and all disputes between the parties under or related to the Agreement or the facts and circumstances leading to its execution, whether causes of action arising in contract, tort or otherwise, connection herewith shall be governed by by, and construed in accordance with with, the laws Laws of the State of Delaware, without regard to Laws that may be applicable under conflicts of laws or choice of laws principles (whether of the State of Delaware or any other jurisdiction) that would cause the application of Delaware principles the Laws of conflicts any jurisdiction other than the State of lawsDelaware.

Appears in 1 contract

Samples: Agreement and Plan of Merger (GCP Applied Technologies Inc.)

Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) This Agreement and the transactions contemplated hereby, and all disputes between the parties under or related to the Agreement or the facts and circumstances leading to its executionAgreement, whether in contract, tort or otherwise, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard applicable to contracts executed in and to be performed entirely within the application of Delaware principles of conflicts of lawsState.

Appears in 1 contract

Samples: Consent and Support Agreement (United Surgical Partners International Inc)

Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) This Agreement and the transactions contemplated hereby, all claims and all disputes between the parties under or related to the Agreement or the facts and circumstances leading to its execution, whether in contract, tort or otherwise, shall causes of action arising hereunder will be governed by by, and construed in accordance with with, the laws Laws of the State of Delaware, without regard to laws that may be applicable under conflicts of laws principles (whether of the State of Delaware or any other jurisdiction) that would cause the application of Delaware principles the Laws of conflicts any jurisdiction other than the State of lawsDelaware.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Alaska Air Group, Inc.)

Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) This Agreement and the transactions contemplated hereby, all claims and all disputes between the parties under or related to the Agreement or the facts and circumstances leading to its execution, whether causes of action arising in contract, tort or otherwise, connection herewith shall be governed by by, and construed in accordance with with, the laws Laws of the State of Delaware, without regard to laws that may be applicable under conflicts of laws principles (whether of the State of Delaware or any other jurisdiction) that would cause the application of Delaware principles the Laws of conflicts any jurisdiction other than the State of lawsDelaware.

Appears in 1 contract

Samples: Voting Agreement (Astea International Inc)

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