Common use of Governing Law; Jurisdiction Clause in Contracts

Governing Law; Jurisdiction. This Agreement shall be construed in accordance with the laws of the State of New York (without regard to conflicts of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

Governing Law; Jurisdiction. This The interpretation and performance of this Agreement shall be construed in accordance with and shall be controlled by the laws of the State of New York (without regard as though this Agreement is made and performed entirely in New York. With respect to conflicts of laws principles), and any claim or controversy arising from this Agreement or performance hereunder within the obligations, rights and remedies subject matter jurisdiction of the parties hereunder shall be determined in accordance with such lawsFederal or State courts of the State of New York, the Parties consent to the exclusive jurisdiction and venue of said courts.

Governing Law; Jurisdiction. This Agreement shall be construed in accordance with with, and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, the laws law of the State of New York York, without giving effect to its conflict of law provisions (without regard to conflicts of laws principles), other than Sections 5-1401 and the obligations, rights and remedies 5-1402 of the New York General Obligations Law). The parties hereunder shall be determined in accordance with such lawshereto agree to the non-exclusive jurisdiction of any federal courts located within the state of New York.

Governing Law; Jurisdiction. This Agreement shall be construed construed, performed, and enforced in accordance with with, and governed by, the internal laws of the State of New York (York, without regard giving effect to the principles of conflicts of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such lawsthereof.

Governing Law; Jurisdiction. This The interpretation and performance of this Agreement shall be construed in accordance with and shall be controlled by the laws of the State of New York (without regard as though this Agreement was made and performed entirely in New York. With respect to conflicts of laws principles), and any claim or controversy arising from this Agreement or performance hereunder within the obligations, rights and remedies subject matter jurisdiction of the parties hereunder shall be determined in accordance with such lawsFederal or State Courts of the State of New York, the Parties consent to the exclusive jurisdiction and venue of said courts.

Governing Law; Jurisdiction. This Agreement shall be construed in accordance with the laws of the State of New York (without regard to conflicts of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

Governing Law; Jurisdiction. This Agreement shall be construed in accordance with the laws of the State of New York (without regard to conflicts of laws principles)York, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

Governing Law; Jurisdiction. This Agreement shall be construed in accordance with and governed by the laws law of the State of New York (without regard to conflicts of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such lawsYork.

Governing Law; Jurisdiction. This Agreement shall be construed construed, performed, and enforced in accordance with with, and governed by, the internal laws of the State of New York (York, without regard giving effect to the principles of conflicts of laws principles), thereof. Each party hereby consents to the personal jurisdiction and venue of any court of competent jurisdiction in the obligations, rights and remedies State of the parties hereunder shall be determined in accordance with such lawsNew York.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of New York (York, without regard giving effect to conflicts of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such lawslaw provisions therein.

Governing Law; Jurisdiction. This Notwithstanding the place where this Agreement may be executed by any of the parties hereto, the parties expressly agree that all the terms and provisions hereof shall be construed in accordance with and governed by the laws of the State of New York (York, without regard giving effect to any choice of law or conflicts of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such lawslaw provision.

Governing Law; Jurisdiction. This Agreement shall will be governed by and construed in accordance with the laws of the State of New York (without regard reference to conflicts choice of laws principleslaw doctrine), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

Governing Law; Jurisdiction. This Agreement shall be construed governed by and interpreted in accordance with the laws of the State of New York (without regard to the principles of conflicts of laws principles), and law. The parties hereto hereby submit to the obligations, rights and remedies exclusive jurisdiction of the parties hereunder shall be determined United States Federal and state courts located in accordance New York, New York with such lawsrespect to any dispute arising under this Agreement, the agreements entered into in connection herewith or the transactions contemplated hereby or thereby.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of New York (York, without regard giving effect to conflicts conflict of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

Governing Law; Jurisdiction. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of New York (York, without regard giving effect to principles of conflicts of laws principles), and the obligations, rights and remedies law. Each of the parties hereunder shall be determined in accordance with such lawsto this Agreement consents to the exclusive jurisdiction and venue of the courts of the state and federal courts of the County of New York, New York.

Governing Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with the laws of the State of New York (without regard applicable to conflicts of laws principles), contracts made and the obligations, rights and remedies of the parties hereunder shall to be determined in accordance with such lawsperformed wholly therein.

Governing Law; Jurisdiction. This Agreement shall will be construed governed by and interpreted in accordance with the laws of the State of New York (without regard to conflicts the principles of conflict of laws principles), and the obligations, rights and remedies (whether of the parties hereunder shall be determined State of New York or any other jurisdiction) which would result in accordance with such lawsthe application of the laws of any other jurisdiction.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of New York (without regard giving effect to conflicts of laws principleslaw), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

Governing Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with with, the laws law of the State of New York (without regard to conflicts of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such lawsYork.

Governing Law; Jurisdiction. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of New York (York, without regard giving effect to principles of conflicts of laws principles), and the obligations, rights and remedies law. Each of the parties hereunder shall be determined in accordance with such lawsto this Agreement consents to the exclusive jurisdiction and venue of the state and federal courts of New York County, New York.

Governing Law; Jurisdiction. This Agreement shall be construed in accordance with the laws of the State of New York (without regard giving effect to conflicts the conflict of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such lawsprinciples thereof.

Governing Law; Jurisdiction. This Agreement shall will be construed governed by and interpreted in accordance with the laws of the State of New York (without regard to conflicts the principles of laws principles), and conflict of laws. The parties hereto hereby submit to the obligations, rights and remedies exclusive jurisdiction of the parties hereunder shall be determined United States federal and state courts located in accordance the State of New York with such lawsrespect to any dispute arising under this Agreement, the agreements entered into in connection herewith or the transactions contemplated hereby or thereby.

Governing Law; Jurisdiction. This Agreement and any and all controversies arising out of or in relation to this Agreement shall be governed by and construed in accordance with the laws of the State of New York (without regard reference to conflicts its conflict of laws principlesdoctrine), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York (York, without regard to any conflicts of laws principles), and law provision which would require the obligations, rights and remedies application of the parties hereunder shall be determined in accordance with such lawslaw of any other jurisdiction.

Governing Law; Jurisdiction. This Agreement shall be construed construed, performed and enforced in accordance with with, and governed by, the laws of the State of New York (York, without regard giving effect to the principles of conflicts of laws principles)thereof. The parties hereto irrevocably elect as the sole judicial forum for the adjudication of any matters arising under or in connection with this Agreement, and consent to the obligationsjurisdiction of, rights and remedies the courts of the parties hereunder shall be determined in accordance with such lawsState of New York.

Governing Law; Jurisdiction. This Agreement shall be construed and interpreted and the rights granted herein governed in accordance with the laws of the State of New York (without regard applicable to conflicts of laws principles), contracts made and the obligations, rights and remedies of the parties hereunder shall to be determined in accordance with performed wholly within such lawsState.

Governing Law; Jurisdiction. This Agreement shall be construed governed by and interpreted in accordance with the laws of the State of New York (State without regard to conflicts the principles of laws principles), and conflict of laws. The parties hereto hereby submit to the obligations, rights and remedies exclusive jurisdiction of the parties hereunder shall be determined United States Federal and state courts located in accordance New York, New York with such lawsrespect to any dispute arising under this Agreement, the agreements entered into in connection herewith or the transactions contemplated hereby or thereby.

Governing Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with with, the laws of the State of New York (without regard to regardless of the laws that might otherwise govern under applicable principles of conflicts of laws principles)thereof. In the event of any action being brought pursuant to this Agreement, the parties irrevocably consent to the jurisdiction and the obligations, rights and remedies venue of the parties hereunder shall be determined in accordance with such lawsaction as the State of New York, County of New York.

Governing Law; Jurisdiction. This Agreement was executed in, and the transactions contemplated by and the provisions of this Agreement shall be governed by and construed in accordance with the laws of the State of New York (without regard giving effect to conflicts the conflict of laws principles), provisions thereof and all parties consent to the obligations, rights and remedies jurisdiction of the parties hereunder shall be determined state and federal courts sitting in accordance with such lawsthe State of New York.

Governing Law; Jurisdiction. This Agreement shall be construed construed, performed and enforced in accordance with with, and governed by, the laws of the State of New York (York, United States, without regard giving effect to the principles of conflicts of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such lawsthereof.

Governing Law; Jurisdiction. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of New York (without regard giving effect to conflicts the conflict of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such lawsprinciples thereof.

Governing Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with with, the laws of the State of New York (without regard giving effect to the principles of conflicts of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such lawslaw thereof.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of New York (without regard applicable to conflicts of laws principles), contracts made and the obligations, rights and remedies of the parties hereunder shall to be determined in accordance with such lawsperformed wholly therein.

Governing Law; Jurisdiction. This Agreement shall be construed in accordance with and governed by the laws of the State of New York (without regard to conflicts of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such lawsYork.

Governing Law; Jurisdiction. This Agreement shall in all respects be construed in accordance with with, and governed by, the substantive laws of the State of New York (York, without regard reference to conflicts its choice of laws principles), and law rules. Any dispute arising out of or in connection with this Agreement shall be submitted to the obligations, rights and remedies exclusive jurisdiction of the parties hereunder shall be determined in accordance with such lawsstate and federal courts within the Southern District of New York.

Governing Law; Jurisdiction. This Agreement and all rights, remedies and obligations hereunder, including, but not limited to, matters of construction, validity and performance shall be construed in accordance with governed by the laws of the State of New York (without regard to conflicts its conflict of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such lawsprinciples or rules.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of New York (without regard applicable to conflicts contracts made and to be performed in the State of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such lawsNew York.

Governing Law; Jurisdiction. This Agreement shall be construed and enforced in accordance with with, and all questions concerning the construction, validity, interpretation and performance of this Agreement shall be governed by, the laws of the State of New York (York, without regard giving effect to provisions thereof regarding conflicts of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such lawslaw.

Governing Law; Jurisdiction. This Agreement and performance under it shall be governed by and construed in accordance with the laws of the State of New York (York, without regard reference to principles of conflicts of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

Governing Law; Jurisdiction. This Agreement shall be construed in accordance with the laws of the State of New York (York, without regard to its principles of conflicts of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

Governing Law; Jurisdiction. This Agreement shall will be governed by and construed and enforced solely and exclusively in accordance with the laws of the State of New York (exclusive of its choice of law rules and without regard to conflicts of laws principles), and the obligations, rights and remedies application of the parties hereunder shall be determined rule of contract construction that ambiguities in accordance with such lawsa contract are construed against the interests of the party drafting the contract.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with according to the laws of the State of New York (without regard to conflicts the conflict of laws principles)provisions thereof. Any dispute arising under or in relation to this Agreement shall be resolved in the competent courts of the State of New York, and the obligations, rights and remedies each of the parties hereunder shall be determined in accordance with Parties hereby submits irrevocably to the jurisdiction of such lawscourt.

Governing Law; Jurisdiction. This Agreement shall be construed construed, interpreted and applied in accordance with the laws of the State New York, excluding its choice of New York (without regard to conflicts law and conflict of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such lawslaw provisions.

Governing Law; Jurisdiction. (a) This Agreement shall be construed in accordance with and governed by the laws law of the State of New York (without regard to conflicts of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such lawsYork.

Governing Law; Jurisdiction. This Agreement shall will be governed by, and interpreted and construed in accordance with with, the laws of the State of New York (York, without regard to conflicts the principles of laws principles)conflict of laws, and the obligations, rights and remedies of will be binding on the parties hereunder shall to this Agreement in the United States and worldwide. Any suit or proceeding relating to this Agreement will be determined commenced exclusively in accordance with the state or federal courts located in New York, New York, and each party to this Agreement irrevocably consents to the exclusive jurisdiction and venue of such lawscourts.

Governing Law; Jurisdiction. This Agreement shall will be governed by, and construed in accordance with with, the internal laws of the State of New York (without regard to conflicts of laws principles), and the obligations, rights and remedies regardless of the parties hereunder shall be determined in accordance with such laws that might otherwise govern under applicable principles of conflict of laws.

Governing Law; Jurisdiction. This Agreement shall will be governed by, and construed in accordance with with, the internal laws of the State of New York (York, without regard giving effect to the principles of conflicts of laws principles), and law that would require the obligations, rights and remedies application of the parties hereunder shall be determined in accordance with such laws.laws of any other

Governing Law; Jurisdiction. This Agreement shall be construed in accordance with with, and governed by, the laws of the State of New York (York, without regard reference to conflicts the conflict of laws principles), and the obligations, rights and remedies of the parties hereunder principles thereof. Any dispute arising under or in relation to this Agreement shall be determined resolved in accordance with such lawsthe provisions set forth in Section 10(a) of the Employment Agreement.

Governing Law; Jurisdiction. This Agreement shall be governed by, enforced under and construed in accordance with the laws of the State of New York (without regard to conflicts of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such lawsYork.

Governing Law; Jurisdiction. This Agreement shall be construed construed, performed and enforced in accordance with with, and governed by, the laws of the State of New York (York, without regard giving effect to the principles of conflicts of laws principles)thereof. The parties hereto irrevocably elect as the sole judicial forum for the adjudication of any matters arising under or in connection with this Agreement, and consent to the obligationsjurisdiction of, rights and remedies the courts of the parties hereunder shall be determined State of New York located in accordance with such lawsNew York, New York.

Governing Law; Jurisdiction. This Agreement shall be governed by, and construed and enforced in accordance with with, the laws of the State of New York (York, USA, without regard giving effect to conflicts the conflict or choice of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such lawslaw provisions thereof.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of New York (without regard to the conflicts of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such lawslaw principles thereof.

Governing Law; Jurisdiction. This Agreement shall will be governed by and construed in accordance with the laws law of the State state of New York (York, without regard to conflicts its conflict of laws principles). For the adjudication of any disputes arising under this Agreement, the Parties hereby consent to personal jurisdiction and venue in (a) the obligations, rights borough of Manhattan and remedies (b) the Southern District Court of the parties hereunder shall be determined in accordance with such lawsNew York.

Governing Law; Jurisdiction. This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of New York (without regard giving effect to the conflicts of law principles thereof which might result in the application of the laws principles)of any other jurisdiction. Each party to this Agreement irrevocably submits to the jurisdiction of the courts of the State of New York and the Federal courts of the United States of America located in the State of New York solely in respect of the interpretation and enforcement of the provisions of this Agreement, and the obligations, rights and remedies in respect of the parties hereunder shall be determined in accordance with such lawstransactions contemplated hereby.

Governing Law; Jurisdiction. This Agreement Agreement, and any amendments hereto, shall be governed by and construed in accordance with the laws of the State of New York (without regard giving effect to conflicts the choice of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such lawslaw provisions thereof.

Governing Law; Jurisdiction. This Agreement shall be construed governed by, and construed, interpreted and enforced in accordance with with, the laws of the State of New York (York, without regard giving effect to the principles of conflicts of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such lawslaw thereof.

Governing Law; Jurisdiction. This Agreement shall be construed governed by ---------------------------- and interpreted in accordance with the laws of the State of New York (without regard to conflicts the principles of laws principles), and conflict of laws. The parties hereto hereby submit to the obligations, rights and remedies exclusive jurisdiction of the parties hereunder shall be determined United States federal and state courts located in accordance the State of New York with such lawsrespect to any dispute arising under this Agreement, the agreements entered into in connection herewith or the transactions contemplated hereby.

Governing Law; Jurisdiction. This Agreement shall ---------------------------------------- be governed by and construed in accordance with the laws of the State of New York (without regard to its conflicts of laws law principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

Governing Law; Jurisdiction. This Agreement Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, shall be governed by and construed in accordance with the internal laws of the State of New York (without regard to conflicts of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such lawsYork.

Governing Law; Jurisdiction. This Agreement shall for all purposes be deemed to be made under and shall be construed in accordance with the internal laws of the State of New York (without regard reference to its internal conflicts of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

Governing Law; Jurisdiction. This Agreement shall be construed governed by and --------------------------- interpreted in accordance with the laws of the State of New York (without regard to conflicts the principles of laws principles), and conflict of laws. The parties hereto hereby submit to the obligations, rights and remedies exclusive jurisdiction of the parties hereunder shall be determined United States federal and state courts located in accordance the State of New York with such lawsrespect to any dispute arising under this Agreement, the agreements entered into in connection herewith or the transactions contemplated hereby.

Governing Law; Jurisdiction. This Agreement shall be construed construed, performed and enforced in accordance with with, and governed by, the laws of the State of New York (York, without regard giving effect to the principles of conflicts of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such lawsthereof.

Governing Law; Jurisdiction. This Agreement Agreement, the performance of this Agreement, and any and all matters arising directly or indirectly herefrom shall be governed by and construed and enforced in accordance with the internal laws of the State of New York (York, without regard giving effect to conflicts the conflict or choice of laws principles), law provisions and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such lawsprinciples thereof.

Governing Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with with, the laws of the State of New York (without regard to conflicts of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such lawsYork.

Governing Law; Jurisdiction. This Agreement The validity of this Agreement, the construction and enforcement of its terms and the interpretation of the rights and duties of the parties hereto shall be governed by and construed in accordance with the substantive laws of the State of New York (York, without regard to conflicts the provisions thereof relating to conflict of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws. Section 7.7.

Governing Law; Jurisdiction. This Agreement shall be construed and interpreted and the rights granted herein governed in accordance with the laws of the State of New York (without regard applicable to conflicts of laws principles), contracts made and the obligations, rights and remedies of the parties hereunder shall to be determined in accordance with performed wholly within such lawsstate.

Governing Law; Jurisdiction. This Agreement shall be governed by, construed and enforced in accordance with the internal laws of the State of New York (without regard to regardless of the laws that might otherwise govern under applicable principles of conflicts of laws principleslaw), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

Governing Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with with, the internal laws of the State of New York (including Section 5-1401 of the General Obligations Law), without regard to the conflicts of laws principles), and provisions thereof that would require the obligations, rights and remedies application of the parties hereunder shall be determined in accordance with such lawslaws of any other jurisdiction.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of New York (without regard to conflicts its conflict of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

Governing Law; Jurisdiction. This Agreement shall be governed by and ---------------------------- construed in accordance with the laws of the State of New York (without regard applicable to conflicts agreements made and to be performed entirely within such State. Any action arising out of laws principles)or relating to any of the provisions of this Agreement shall be brought and prosecuted only in the courts of, or located in, the State of New York, and the obligations, rights parties hereto consent to the jurisdiction and remedies venue of the parties hereunder shall be determined in accordance with such lawssaid courts.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of New York (York, in which jurisdiction this Agreement is hereby made, without regard to any applicable conflicts of laws principles)law. The parties agree that jurisdiction over any dispute arising out of this Agreement shall be in the courts of the State of New York, and hereby expressly consent to and submit to the obligations, rights and remedies jurisdiction of the parties hereunder shall be determined in accordance with such lawssaid courts.

Governing Law; Jurisdiction. This Agreement shall be governed by, and construed and enforced in accordance with with, the substantive laws of the State of New York (York, without regard to its principles of conflicts of laws principles), laws. Each party consents to the jurisdiction and the obligations, rights and remedies venue of the parties hereunder shall be determined state and federal courts, as applicable, located in accordance with such lawsthe New York metropolitan area.

Governing Law; Jurisdiction. This Agreement shall be governed and construed in accordance with the laws of the State of New York (applicable to agreements made and to be performed entirely within such State, without regard to conflicts the conflict of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such lawsrules thereof.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed entirely within such state (but without regard to conflicts the conflict of laws principlesprincipals thereof), and . The parties hereto agree to the obligations, rights and remedies non-exclusive jurisdiction of the parties hereunder shall be determined federal and state courts in accordance the Borough of Manhattan in New York City, State of New York with such lawsrespect to any disputes arising out of this Agreement.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with under the laws of the State of New York (York, without regard giving effect to conflicts principles of laws principles), and the obligations, rights and remedies conflict of the parties hereunder shall be determined in accordance with such laws.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of New York (without regard giving effect to conflicts of laws principles), laws. All actions and the obligations, rights and remedies of proceedings brought by the parties hereunder to this Agreement relating to or arising from, directly or indirectly, this Agreement shall be determined litigated in accordance with such lawscourts located within the State of New York.

Governing Law; Jurisdiction. This Agreement shall be governed, construed and enforced in accordance with the internal laws of the State of New York (without regard giving effect to conflicts conflict of laws principles)principles thereof, and any action or proceeding arising out of or related to this Agreement shall be brought exclusively in the obligations, rights and remedies state or federal courts of the parties hereunder shall be determined in accordance with such lawsState of New York of the United States.

Governing Law; Jurisdiction. This Agreement shall be governed and construed in accordance with the laws Laws of the State of New York, excluding (to the greatest extent a New York (without regard to conflicts court would permit) any rule of laws principles), and law that would cause the obligations, rights and remedies application of the parties hereunder shall be determined in accordance with such lawslaws of any jurisdiction other than the State of New York.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal laws (as opposed to the conflicts of law provisions) of the State of New York (without regard to conflicts of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such lawsYork.

Governing Law; Jurisdiction. This Agreement shall be construed in accordance with deemed made under and shall be governed by the substantive laws of the State of New York (without regard to conflicts York, excluding its conflict of laws principles), and rules. The parties to this Agreement irrevocably submit themselves to the obligations, rights and remedies jurisdiction of the parties hereunder shall be determined in accordance state and federal courts within the State of New York with such lawsrespect to any cause of action arising under or relating to this Agreement or the Executive’s employment by the Company.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York (without regard to conflicts its conflict of laws principles), law rules. The Employer and the obligations, rights Employee submit and remedies consent to the exclusive jurisdiction of the parties hereunder shall be determined state and federal courts located in accordance the State of New York, Counties of New York or Westchester with such lawsrespect to any legal actions between them relating to this Agreement.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of New York (without regard excluding the body of law relating to conflicts of laws principles), and conflict laws. Borrower hereby consents to the obligations, rights and remedies exclusive jurisdiction of the parties hereunder shall be determined state and federal courts located in accordance New York City, New York in connection with such lawsany lawsuit, claim or other proceeding relating to this Note or the transactions contemplated hereby or thereby.

Governing Law; Jurisdiction. This Agreement Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, shall be governed by and construed in accordance with the laws of the State of New York (without regard to conflicts of laws principles)York, and but not including the obligations, rights and remedies of the parties hereunder choice-of-law rules thereof. Venue shall be determined in accordance with such lawsthe courts in New York city.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of New York (without regard applicable to conflicts contracts made and to be performed entirely within such state. The exclusive jurisdiction and venue or any dispute, controversy or claim arising out of laws principles)or in relation to this Agreement, including the validity, invalidity, breach or termination thereof, with respect of this Agreement shall rest in the federal and state courts in the City of New York, Borough of Manhattan, and the obligations, rights and remedies of the parties hereunder no party shall be determined in accordance with claim that such lawsvenue is inconvenient or improper.

Governing Law; Jurisdiction. This Agreement shall be construed governed by, and construed, interpreted and enforced in accordance with with, the laws of the State state of New York (York, without regard giving effect to the principles of conflicts of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such lawslaw thereof.

Governing Law; Jurisdiction. This Agreement shall be construed in accordance with and governed by the laws of the State of New York, without giving effect to the conflict of law provisions thereof. The Company submits itself to the non-exclusive jurisdiction of the Courts of the State of New York (without regard for all purposes with respect to conflicts of laws principles), this Agreement and the obligations, rights Purchase Agreement and remedies of the parties hereunder shall be determined in accordance with such lawsNotes.

Governing Law; Jurisdiction. This Agreement shall be governed by, construed and enforced in accordance with the laws Laws of the State of New York (without regard to conflicts the conflict of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such lawsprinciples thereof.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York (without regard to conflicts of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such lawsYork.

Governing Law; Jurisdiction. 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, without regard regarding to conflicts of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such lawsprovisions.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York (York, without regard reference to conflicts principles of laws principles), and the obligations, rights and remedies conflict of the parties hereunder shall be determined in accordance with such laws.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York (York, without regard giving effect to conflicts the principles of conflict of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such lawsthereof.

Governing Law; Jurisdiction. This Agreement shall be governed and construed in accordance with all respects by the laws of the State of New York (without regard giving effect to conflicts any applicable conflict of laws law principles), . The parties hereto irrevocably consent to the exclusive jurisdiction and the obligations, rights and remedies venue of the parties hereunder shall be determined courts located in accordance the State of New York, with such lawsrespect to any dispute or matter arising out of or related to this Agreement.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of New York, without reference to its conflict of laws principles. This Agreement and its effect are subject to and shall be construed and enforced in accordance with the law of the State of New York (York, without regard to its conflicts of laws principles), and that would require the obligations, rights and remedies application of the parties hereunder shall be determined in accordance with such lawsany other law.

Governing Law; Jurisdiction. This Agreement is governed by, and shall be construed in accordance with with, the laws of the State of New York (York, without regard to the conflicts of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such lawsprinciples thereof.

Governing Law; Jurisdiction. This Agreement shall be construed construed, --------------------------- performed and enforced in accordance with with, and governed by, the laws of the State of New York (without regard applicable to conflicts of laws principles), contracts executed in and the obligations, rights and remedies of the parties hereunder shall to be determined performed in accordance with such lawsthat State.

Governing Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with with, the laws law of the State of New York (without regard applicable to conflicts of laws principles), and the obligations, rights and remedies of the parties hereunder shall contracts to be determined in accordance with carried out wholly within such lawsState.

Governing Law; Jurisdiction. This Agreement shall be governed and construed in accordance with the laws of the State of New York (without regard to any applicable principles of conflicts of laws principles)law. In the event of any action being brought pursuant to this Agreement, the parties irrevocably consent to the jurisdiction and the obligations, rights and remedies venue of the parties hereunder shall be determined in accordance with such lawsaction as the State of New York, County of New York.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed under and in accordance with the laws of the State of New York (without regard referenced to conflicts choice of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such lawslaw provisions thereof.

Governing Law; Jurisdiction. This Agreement shall be construed in accordance with the laws of the State of New York (York, without regard to its principals of conflicts of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with according to the laws of the State of New York (York, USA, without regard to conflicts the conflict of laws principles)provision thereof. Any claim arising under or in connection with this Agreement shall be resolved exclusively in the appropriate courts of the State of New York, and the obligations, rights and remedies USA. Each of the parties hereunder shall be determined in accordance with hereby irrevocably consents to the exclusive jurisdiction of such lawscourts and waives and agrees not to assert any objection to the jurisdiction or convenience thereof.