Common use of Governing Law; Entire Agreement Clause in Contracts

Governing Law; Entire Agreement. The validity, performance, and enforcement of this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. This Agreement constitutes the entire agreement and understanding among the Parties with respect to the subject matter hereof and supersedes any prior agreements, written or oral, with respect thereto.

Appears in 81 contracts

Samples: Intercreditor Agreement (Gap Inc), Intercreditor Agreement (Gap Inc), Intercreditor Agreement (Atkore Inc.)

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Governing Law; Entire Agreement. The validity, performance, and enforcement of this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. This Agreement constitutes the entire agreement and understanding among the Parties with respect to the subject matter hereof and supersedes any prior agreements, written or oral, with respect theretothereto (it being understood that this Agreement does not supersede the Base Intercreditor Agreement).

Appears in 7 contracts

Samples: Credit Agreement (Envision Healthcare Corp), Credit Agreement (Nci Building Systems Inc), Cash Flow Intercreditor Agreement (Hd Supply, Inc.)

Governing Law; Entire Agreement. The validity, performance, and enforcement of this Agreement shall be governed by, and construed in accordance with, the laws of the State of New YorkYork without regard to conflicts of laws principles thereof but including Section 5-1401 and 5-1402 of the New York General Obligations Law. This Agreement constitutes the entire agreement and understanding among the Parties parties with respect to the subject matter hereof and supersedes any prior agreements, written or oral, with respect thereto.

Appears in 6 contracts

Samples: Intercreditor Agreement (Abercrombie & Fitch Co /De/), Loan Agreement (Horizon Global Corp), Intercreditor Agreement (Horizon Global Corp)

Governing Law; Entire Agreement. The validity, performance, and enforcement of this Agreement shall be governed by, and construed in accordance with, the laws of the State of New YorkYork without reference to its conflict of laws principles to the extent that such principles are not mandatorily applicable by statute and would permit or require the application of the laws of another jurisdiction. This Agreement constitutes the entire agreement and understanding among the Parties with respect to the subject matter hereof and supersedes any prior agreements, written or oral, with respect thereto.

Appears in 6 contracts

Samples: Credit Agreement (Mauser Group B.V.), Intercreditor Agreement (Mauser Group B.V.), Credit Agreement (Mauser Group B.V.)

Governing Law; Entire Agreement. The validity, performance, and enforcement of this This Agreement shall be governed by, and construed in accordance with, the laws of the State of New YorkYork except as otherwise preempted by applicable federal law. This Agreement constitutes the entire agreement and understanding among the Parties with respect to the subject matter hereof and supersedes any prior agreements, written or oral, with respect thereto.

Appears in 6 contracts

Samples: Intercreditor and Lien Subordination Agreement (Majestic Holdco, LLC), Intercreditor and Lien Subordination Agreement (Altra Holdings, Inc.), Intercreditor and Lien Subordination Agreement (GNLV Corp)

Governing Law; Entire Agreement. The validity, performance, and enforcement of this This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts made and to be performed in New York, including Sections 5-1401 and 5-1402 of the New York General Obligations Law. This Agreement constitutes the entire agreement and understanding among the Parties with respect to the subject matter hereof and supersedes any prior agreements, written or oral, with respect thereto.

Appears in 6 contracts

Samples: Intercreditor Agreement (Jalou Cashs LLC), Intercreditor Agreement (Penton Media Inc), Intercreditor Agreement (Majestic Investor Capital Corp)

Governing Law; Entire Agreement. The validity, performance, and enforcement of this This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. This Agreement constitutes the entire agreement and understanding among the Parties Grantor, the Trustee and the Holders of the Notes with respect to the subject matter hereof and supersedes supercede any prior agreements, written or oral, with respect thereto.

Appears in 4 contracts

Samples: Pacific Security Agreement (East Coast Power LLC), Security Agreement (East Coast Power LLC), Security Agreement (East Coast Power LLC)

Governing Law; Entire Agreement. The validity, performance, and enforcement of this Agreement shall be governed by, by and construed in accordance with, with the laws of the State of New York, but without giving effect to applicable principles of conflicts of law to the extent that the applicable of the law of another jurisdiction would be required thereby. This Agreement constitutes the entire agreement and understanding among the Parties with respect to the subject matter hereof and supersedes any prior agreements, written or oral, with respect thereto.

Appears in 4 contracts

Samples: Intercreditor Agreement, Intercreditor Agreement (Sears Holdings Corp), Intercreditor Agreement (Sears Holdings Corp)

Governing Law; Entire Agreement. The validity, performance, and enforcement of this Agreement shall be governed by, and construed in accordance with, the laws of the State of New YorkYork without reference to its conflict of laws principles to the extent that such principles are not mandatorily applicable by statute and would permit or require the application of the laws of another jurisdiction. This Agreement constitutes the entire agreement and understanding among the Parties with respect to the subject matter hereof and supersedes any prior agreements, written or oral, with respect theretothereto (it being understood that this Agreement does not supersede the Base Intercreditor Agreement).

Appears in 4 contracts

Samples: Credit Agreement (SiteOne Landscape Supply, Inc.), Credit Agreement (Atkore International Group Inc.), Intercreditor Agreement (Atkore International Group Inc.)

Governing Law; Entire Agreement. The validity, performance, and enforcement of this Agreement Amendment shall be governed by, and construed in accordance with, the laws of the State of New York. This Agreement Amendment constitutes the entire agreement and understanding among the Parties with respect to the subject matter hereof and supersedes any prior agreements, written or oral, with respect thereto.

Appears in 3 contracts

Samples: Credit Agreement (Container Store Group, Inc.), Credit Agreement (Container Store Group, Inc.), Intercreditor Agreement (Container Store Group, Inc.)

Governing Law; Entire Agreement. The validity, performance, This Agreement and enforcement the rights and obligations of the Parties under this Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York. This Agreement constitutes the entire agreement and understanding among the Parties with respect to the subject matter hereof and supersedes any prior agreements, written or oral, with respect theretothereto (it being understood that this Agreement does not supersede the Base Intercreditor Agreement).

Appears in 3 contracts

Samples: Intercreditor Agreement (Lannett Co Inc), Cash Flow Intercreditor Agreement (Lannett Co Inc), Intercreditor Agreement (Lannett Co Inc)

Governing Law; Entire Agreement. The validity, performance, and enforcement of this This Agreement shall be governed by, and shall be construed and enforced in accordance with, the internal laws of the State of New York, without regard to conflicts of laws principles (other than Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York). This Agreement constitutes and the other Loan Documents constitute the entire agreement and understanding among the Parties parties hereto with respect to the subject matter hereof and supersedes supersede any prior agreements, written or oral, with respect thereto.

Appears in 3 contracts

Samples: Credit Agreement (Switch & Data Facilities Company, Inc.), Credit Agreement (Switch & Data, Inc.), Credit Agreement (Switch & Data, Inc.)

Governing Law; Entire Agreement. The validity, performance, and enforcement of this Agreement shall be governed by, and construed in accordance with, the laws of the State of New YorkYork (excluding the laws applicable to conflicts or choice of law (other than the New York General Obligations Law §5-1401)). This Agreement constitutes the entire agreement and understanding among the Parties with respect to the subject matter hereof and supersedes any prior agreements, written or oral, with respect thereto.

Appears in 3 contracts

Samples: Intercreditor Agreement, Intercreditor Agreement (Vista Proppants & Logistics Inc.), Intercreditor Agreement

Governing Law; Entire Agreement. The validity, performance, performance and enforcement of this Agreement shall be governed by, and construed in accordance with, the laws of the State of New YorkYork without reference to its conflict of laws principles to the extent that such principles are not mandatorily applicable by statute and would permit or require the application of the laws of another jurisdiction. This Agreement constitutes the entire agreement and understanding among the Parties with respect to the subject matter hereof and supersedes any prior agreements, written or oral, with respect thereto.

Appears in 3 contracts

Samples: Credit Agreement (Herc Holdings Inc), Credit Agreement (Herc Holdings Inc), Intercreditor Agreement (Hertz Global Holdings Inc)

Governing Law; Entire Agreement. The validity, performance, and enforcement of this Agreement shall be governed by, and construed in accordance with, the laws of the State of New YorkYork without reference to its conflict of laws principles to the extent that such principles are not mandatorily applicable by statute and would permit or require the application of the laws of another jurisdiction. This Agreement constitutes the entire agreement and understanding among the Parties with respect to the subject matter hereof and supersedes any prior agreements, written or oral, with respect thereto.

Appears in 3 contracts

Samples: Credit Agreement (Hertz Corp), Credit Agreement (Hertz Global Holdings, Inc), Credit Agreement (Herc Holdings Inc)

Governing Law; Entire Agreement. The validity, performance, and enforcement of this This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. This Agreement constitutes the entire agreement and understanding among the Parties with respect to the subject matter hereof and supersedes any prior agreements, written or oral, with respect thereto.

Appears in 2 contracts

Samples: Intercreditor Agreement (TWC Holding Corp.), Intercreditor Agreement (Wornick CO Right Away Division, L.P.)

Governing Law; Entire Agreement. The validity, performance, and enforcement of this This Agreement shall be governed by, and construed in accordance with, the laws of the State of New YorkYork including, without limitation, Section 5-1401 of the New York General Obligations Law, except as otherwise preempted by applicable federal law. This Agreement constitutes the entire agreement and understanding among the Parties with respect to the subject matter hereof and supersedes any prior agreements, written or oral, with respect thereto.

Appears in 2 contracts

Samples: Intercreditor Agreement (Old Evangeline Downs Capital Corp), Intercreditor Agreement (Peninsula Gaming Corp)

Governing Law; Entire Agreement. The validity, performance, and enforcement of this Agreement shall be governed by, and construed in accordance with, the laws of the State of New YorkYork without regard to conflicts of laws principles thereof but including Section 5-1401 and 5-1402 of the New York General Obligations Law. This Agreement constitutes the entire agreement and understanding among the Parties with respect to the subject matter hereof and supersedes any prior agreements, written or oral, with respect thereto.

Appears in 2 contracts

Samples: Guarantee and Collateral Agreement (Sears Holdings Corp), Intercreditor Agreement (Sears Holdings Corp)

Governing Law; Entire Agreement. The validity, performance, and enforcement of this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. This Agreement constitutes the entire agreement and understanding among the Parties with respect to the subject matter hereof and supersedes any prior agreements, written or oral, with respect theretothereto (it being understood that this Agreement does not supersede the ABL/Term Intercreditor Agreement and/or the Initial Original First Lien Credit Agreement).

Appears in 2 contracts

Samples: Credit Agreement (Tribune Publishing Co), Intercreditor Agreement (Tribune Publishing Co)

Governing Law; Entire Agreement. The validity, performance, performance and enforcement of this Agreement shall be governed by, and construed in accordance with, the laws of the State of New YorkYork without reference to its conflict of laws principles to the extent that such principles are not mandatorily applicable by statute and would permit or require the application of the laws of another jurisdiction. This Subject to Section 7.13 and 7.20 hereof, this Agreement constitutes the entire agreement and understanding among the Parties with respect to the subject matter hereof and supersedes any prior agreements, written or oral, with respect thereto.

Appears in 2 contracts

Samples: Credit Agreement (Herc Holdings Inc), Intercreditor Agreement (Hertz Global Holdings Inc)

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Governing Law; Entire Agreement. The validity, performance, performance and enforcement of this Agreement Agreement, and the rights and obligations of the parties under this Agreement, shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without giving effect to its principles or rules of conflict of laws to the extent such principles or rules are not mandatorily applicable by statute and would require or permit the laws of another jurisdiction. This Agreement constitutes the entire agreement and understanding among the Parties with respect to the subject matter hereof and supersedes any prior agreements, written or oral, with respect thereto.

Appears in 2 contracts

Samples: Assumption Agreement (Veritiv Corp), Intercreditor Agreement (Veritiv Corp)

Governing Law; Entire Agreement. The validity, performanceThis Agreement, and enforcement of any claim arising out of, relating to or associated with this Agreement shall will be governed by, by and construed and enforced in accordance with, with the laws of the State of New YorkYork without reference to the conflict of laws principles or any other principle that could require the application of the laws of any other jurisdiction. This Agreement constitutes contains the entire agreement and understanding among of the Parties parties with respect to the subject matter hereof and supersedes any prior agreements, written or oral, with respect theretohereof.

Appears in 1 contract

Samples: Ch Energy Group Inc

Governing Law; Entire Agreement. The validity, performance, and enforcement of this This Agreement shall in all respects be governed by, and construed in accordance with, the laws law of the State of New York (excluding any non-mandatory conflicts of law provisions thereof that would result in the application of the law of any jurisdiction other than the State of New York), including all matters of construction, validity and performance. This Agreement constitutes Agreement, the Notes and the other Operative Agreements constitute the entire agreement and understanding among the Parties parties hereto with respect to the subject matter hereof and supersedes supersede any prior agreements, written or oral, with respect thereto.

Appears in 1 contract

Samples: Financing Agreement (APT Sunshine State LLC)

Governing Law; Entire Agreement. The validity, performance, and enforcement of this This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts made and to be performed in the State of New York, including, without limitation, Sections 5-1401 and 5-1402 of the New York General Obligations Law and New York Civil Practice Laws and Rules 327(b) except as otherwise preempted by applicable federal law. This Agreement constitutes the entire agreement and understanding among the Parties with respect to the subject matter hereof and supersedes any prior agreements, written or oral, with respect thereto.

Appears in 1 contract

Samples: Intercreditor and Lien Subordination Agreement (155 East Tropicana, LLC)

Governing Law; Entire Agreement. The validity, performance, and enforcement of this This Agreement shall be governed by, and construed in accordance with, the laws of the State of New YorkYork including Sections 5-1401 and 5-1402 of the New York General Obligations Law, except as otherwise preempted by applicable federal law. This Agreement constitutes the entire agreement and understanding among the Parties with respect to the subject matter hereof and supersedes any prior agreements, written or oral, with respect thereto.

Appears in 1 contract

Samples: Intercreditor Agreement (Old Evangeline Downs Capital Corp)

Governing Law; Entire Agreement. The validity, performance, and enforcement of this This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. This Agreement constitutes the entire agreement and understanding among the Parties Grantors, the Trustee and the Holders of the Notes with respect to the subject matter hereof and supersedes supercede any prior agreements, written or oral, with respect thereto.

Appears in 1 contract

Samples: Common Security Agreement (East Coast Power LLC)

Governing Law; Entire Agreement. The validity, performance, and enforcement of this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. This Agreement constitutes the entire agreement and understanding among the Parties Secured Party Agents with respect to the subject matter hereof and supersedes any prior agreements, written or oral, with respect thereto.

Appears in 1 contract

Samples: Intercreditor Agreement (Nalco Holding CO)

Governing Law; Entire Agreement. The validity, performance, and enforcement of this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. This Agreement constitutes the entire agreement and understanding among the Parties with respect to the subject matter hereof and supersedes any prior agreements, written or oral, with respect thereto.

Appears in 1 contract

Samples: Intercreditor Agreement (Toys R Us Inc)

Governing Law; Entire Agreement. The validity, performance, and enforcement of this Agreement shall be governed by, and construed in accordance with, the laws of the State of New YorkYork without regard to conflicts of law principles thereof. This Agreement constitutes the entire agreement and understanding among the Parties with respect to the subject matter hereof and supersedes any prior agreements, written or oral, with respect thereto.

Appears in 1 contract

Samples: Intercreditor Agreement (iHeartMedia, Inc.)

Governing Law; Entire Agreement. The validity, performance, and enforcement of this This Agreement shall be governed by, and construed in accordance with, the laws of the State of New YorkYork without regard to its conflicts of law rules (other than Section 5-1401 of the New York General Obligations Law). This Agreement Agreement, together with the Security Agreement, constitutes the entire agreement and understanding among the Parties parties hereto with respect to the subject matter hereof and supersedes supersede any prior agreements, written or oral, with respect thereto.

Appears in 1 contract

Samples: Credit Agreement (Pride International Inc)

Governing Law; Entire Agreement. The validity, performance, and enforcement of this Agreement shall be governed by, and construed in accordance with, the laws of the State of New YorkYork without regard to conflicts of laws principles thereof but including Section 5-1401 and 5-1402 of the New York General Obligations Law. This Agreement constitutes the entire agreement and understanding among the Parties parties with respect to the subject matter hereof and supersedes any prior agreements, written or oral, with respect thereto.. Section 8.9

Appears in 1 contract

Samples: Intercreditor Agreement

Governing Law; Entire Agreement. The validity, performance, and enforcement of this This Agreement shall be governed byin all respects, and construed in accordance withwhether as to its validity, construction, capacity, performance, or otherwise, by the laws of the State of New York, without regard to its principles of conflict of laws. This Agreement constitutes the entire agreement and understanding among the Parties parties hereto with respect to the subject matter hereof hereof, and supersedes any and all prior agreementsagreements or understandings among the parties hereto with respect to the subject matter hereof, whether written or oral, with respect thereto.

Appears in 1 contract

Samples: Consent Agreement (Westwood One Inc /De/)

Governing Law; Entire Agreement. The validity, performance, and enforcement of this This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. This Agreement constitutes the entire agreement and understanding among the Parties with respect to the subject matter hereof and supersedes any prior agreements, written or oral, with respect thereto.York applicable to

Appears in 1 contract

Samples: Restructuring Support Agreement (Morris Publishing Group LLC)

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