Governing Law; Severability of Provisions. It is the intention of the parties that the internal laws of Delaware and, in particular, the provisions of the Act shall govern the validity of this Agreement, the construction of its terms and interpretation of the rights and duties of the Partners. If any portion of this Agreement shall be held to be invalid, the remainder of this Agreement shall not be affected thereby.
Governing Law; Severability of Provisions. This Agreement shall be deemed to have been made in the State of California and the validity, enforceability, construction, interpretation and enforcement of this Agreement and the rights of the parties hereto shall be determined under, governed by and construed in accordance with the laws of the State of California without regard to the principles of conflicts of law; provided, however, the respective rights of the parties hereto in the Collateral, including voting the Shares, transfer of the Shares and proxy rights, shall be governed by the corporate laws of the State of California to the extent such law is applicable to such rights. If any provision of this Agreement or its exhibits shall be determined to be invalid, void or illegal, such provision shall be construed and amended in a manner which would permit its enforcement, but in no event shall such provision affect, impair or invalidate any other provision hereof.
Governing Law; Severability of Provisions. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE. IF ANY PROVISION OF THIS AGREEMENT SHALL BE HELD TO BE INVALID, THE REMAINDER OF THIS AGREEMENT SHALL NOT BE AFFECTED THEREBY.
Governing Law; Severability of Provisions. This Section shall be construed in accordance with and governed by the internal laws of the State of Illinois. Wherever possible, each provision of this Section shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Section shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Section.
Governing Law; Severability of Provisions. This Separation Agreement shall be interpreted under the laws of the State of Connecticut without giving effect to the principles of conflicts of law of such state. Its language shall be construed as a whole, according to its fair meaning, and not strictly for or against either party. Should any provision of this Separation Agreement be declared illegal or unenforceable by any court of competent jurisdiction and cannot be modified to be enforceable, such provision shall be stricken and the remaining terms of this Agreement shall be enforced so as to give effect to the intention of the parties to the maximum extent possible. However, if as a result of any action initiated by Employee, any portion of the release and waiver language contained in Section 14 is ruled to be unenforceable for any reason, Employee shall return the consideration paid hereunder to the Company.
Governing Law; Severability of Provisions. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE. IF ANY PROVISION OF THIS AGREEMENT SHALL BE HELD TO BE INVALID, THE REMAINDER OF THIS AGREEMENT SHALL NOT BE AFFECTED THEREBY. 15 <PAGE> 16
Governing Law; Severability of Provisions. This Agreement shall be construed in accordance with and governed by the internal laws of the State of New York, Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. THE PHOENIX COMPANIES, INC. By Its___________________________________________________ ACKNOWLEDGEMENT AND AGREEMENT The undersigned PXP hereby acknowledges receipt of a copy of the foregoing Subordination Agreement, waives notice of acceptance thereof by any Agent and/or any holder of a Senior Liability, and agrees to be bound by the terms and provisions thereof, to make no payments or distributions contrary to the terms and provisions thereof, and to do every other act and thing necessary or appropriate to carry out such terms and provisions. In the event of any violation of any of the terms and provisions of the foregoing Subordination Agreement, then, at the election of the Agents, any and all obligations of the PXP under or in connection with the Senior Liabilities shall forthwith become due and payable, and any and all agreements to make loans to PXP under or in connection with the Bank Credit Agreement or any agreement under which any other Senior Liabilities are incurred shall forthwith terminate, notwithstanding any provisions thereof to the contrary. Dated: December 27, 2001. PHOENIX INVESTMENT PARTNERS, LTD. By Its______________________________________________ EXHIBIT A DESIGNATION The Phoenix Companies, Inc. One American Road Hartford, Connecticut 06115 Re: Subordxxxxxxx Xxxxxxxxx Xxxxxxxxx: Xx xxxxx to the Subordination Agreement between us dated as of December 27, 2001 (the "Subordination Agreement"), capitalized terms used without definition below to have the meanings ascribed to them in the Subordination Agreement. This will serve to confirm our agreement that the indebtedness described below shall constitute part of the "Senior Liabilities" for purposes of the Subordination Agreement. The Agent for such Senior Liabilities shall be _________________ and notices to such Agent shall be sent to it as follows: Very truly yours, PHOENIX INVESTMENT PARTNERS, LTD. By Its____________________________ Accepted and agreed. THE PHOENIX COMPANIES, INC. By Its_________________________________
Governing Law; Severability of Provisions. These Terms of Use are governed by the laws of the Republic of Indonesia without regard to any conflicts of law provisions, unless such law cannot be applied in a particular jurisdiction under prevailing applicable law. If any provision is deemed by a court of competent jurisdiction to be unlawful or unenforceable, it will not affect the validity and enforceability of the remaining provisions. The section headings are for convenience only and do not have any force or effect.
Governing Law; Severability of Provisions. This Credit Facilitation Agreement shall be deemed to have been made in the State of California and the validity, enforceability, construction, interpretation and enforcement of this Credit Facilitation Agreement and the rights of the parties hereto shall be determined under, governed by and construed in accordance with the laws of the State of California, without regard to the principles of conflicts of law. If any provision of this Credit Facilitation Agreement shall be determined to be invalid, void or illegal, such provision shall be construed and amended in a manner which would permit its enforcement, but in no event shall such provision affect, impair or invalidate any other provision hereof.
Governing Law; Severability of Provisions. This Agreement shall be deemed to have been made in the State of New York and the validity, enforceability, construction, interpretation and enforcement of this Agreement and the rights of the parties hereto shall be determined under, governed by and construed in accordance with the laws of the State of New York, without regard to the principles of conflicts of law. If any provision of this Agreement or its exhibits shall be determined to be invalid, void or illegal, such provision shall be construed and amended in a manner which would permit its enforcement, but in no event shall such provision affect, impair or invalidate any other provision hereof.
