Governing Lax. XXX XXXXXXXXX SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
Governing Lax. Xxxx Xxxxxxxxx xxxxx xx xxxxxxxxx xx xxxxxxxxxx with the governed by the laws of the Commonwealth of Massachusetts without giving effect to the conflict of laws
Governing Lax. Xxxx xxxxxxxxx xxxxx xx xxxxxxxx xx xxd construed and enforced in accordance with the laws of the State of Delaware.
Governing Lax. Xxx Xxxxxxre General Corporaxxxx Xxx xxxxx govern all questions arising under this Agreement concerning the relative rights of the Company and its stockholders. All other questions concerning the construction, validity and interpretation of this Agreement shall be governed by and construed in accordance with the domestic laws of the State of Delaware applicable to contracts made and to be performed in the State of Delaware. The parties hereto hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any State or Federal court sitting in New York, NY over any suit, action or proceeding arising out of or relating to this Agreement. The parties hereby agree that service of any process, summons, notice or document by U.S. registered mail addressed to any such party shall be effective service of process for any action, suit or proceeding brought against a party in any such court. The parties hereto hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. The parties hereto agree that a final judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding upon any party and may be enforced in any other courts to whose jurisdiction any party is or may be subject, by suit upon such judgment.
Governing Lax. Xxxx Xxte shall be deemed to be a Georgia instrument, and all rights and obligations hereunder shall be governed by the laws of the State of Georgia. This instrument has been duly executed by an officer of Omega duly authorized, and shall take effect upon the date and year first above written. WITNESS: OMEGA ORTHODONTICS, INC. ________________________ By:_________________________ Robert J. Schulhof, President Exhibit C Notice __________________, 1998 [Name and address of Patient/Account Debtor/Third Party Payors/Others] Re: Dr. Leon J. Leonard, D.D.S. Ladies and Gentlemen: X xx pleased to inform you that my practice has become affiliated with Omega Orthodontics, Inc., a nationwide orthodontic practice management company. My affiliation with Omega affords me the opportunity to provide my patients with professional billing, collection and other management systems, thereby permitting me to continue to focus on providing quality orthodontic care. Commencing immediately and until further notice from Omega and myself, I direct you to pay all amounts owing and payable to Leon J. Leonard, D.D.S. and [New PC] in the mannex xxx xx xxx xxace specified in any notice Omega sends to you. In addition, I consent to the provisions of any such notice from Omega to you. Thank you for your cooperation; should you have any questions, please contact the undersigned. Very truly yours, ___________________________ Leon J. Leonard, D.D.S. [New PC] By _________________________ Leon J. Leonard, D.D.S., President Exhibit D BILL OF SALE AND ASSIGNMENT BILL OF SALE AND ASSIGNMENT The undersigned, Xxxn J. Leonard, D.D.S., ("Dr. Leonard") for good xxx xxxxxxxx xxnsideration, xxx xxxxxxt and sufficiency of which is hereby acknowledged, hereby sells, assigns, transfers, delivers and conveys to Omega Orthodontics, Inc., a Delaware corporation, having a usual place of business in Acton, California ("OMEGA"), all of his right, title and interest in and to all of the assets of the orthodontic practice operated by Dr. Leonard (the "Orthodontic Practice") at 1455 Oxx XxXxxxxxh Road, Conyers, Georgia 30207 anx 0000 Xxxx Xxxxxx, Covington, Georgia 30209, wheresxxxxx xxxxxxxx xxx whether or not specifically referred to herein (such assets and rights of Dr. Leonard are collectively referred to as the "Axxxxx"), xxcepting therefrom the assets listed on Schedule I (the "Excluded Assets"), attached hereto and made a part hereof, and including without limitation, the following Assets:
Governing Lax. Xxxs Agreement will be governed by, construed and enforced in accordance with tederallaw and the laws of the State of Utah. This Agreement has been accepted by Lender in the State of Xxxx.
Governing Lax. Xxis Mortgage shall be governed by and construed in accordance with the laws of the state in which the Mortgaged Estate is located.
Governing Lax. Xxxx Contract is being executed and delivered, and is intended to be performed in, the State of Georgia, and the laws of such state shall govern the validity, construction, enforcement and interpretation of this Contract.
Governing Lax. Xxxx Xxxxxxxxx xhalx xx xxxxrned by and construed in accordance with the laws of the Commonwealth of Pennsylvania.
Governing Lax. Xxis Agreement shall be governed by, and construed in accordance with, the laws of the State of Illinois without regard to the choice of law rules of the State of Illinois or any other jurisdiction.
