Common use of Severability; Governing Law Clause in Contracts

Severability; Governing Law. If any provision of this Agreement shall be determined to be illegal and unenforceable by any court of law, the remaining provisions shall be severable and enforceable in accordance with their terms. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflict of laws thereof; provided, however, that the laws of the State of Delaware shall govern the relative rights, obligations, powers, duties and other internal affairs of the Corporation.

Appears in 2 contracts

Samples: Stockholders' Agreement (Special Metals Corp), Stockholders' Agreement (Special Metals Corp)

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Severability; Governing Law. If any provision of this Agreement shall be determined to be illegal and unenforceable by any court of law, the remaining provisions shall be severable and enforceable in accordance with their terms. This Agreement shall be governed by, by and construed and enforced in accordance with, with the laws of the State of New York, regardless York without regard to principles relating to conflicts of law or choice of law (other than Section 5-1401 of the laws that might otherwise govern under applicable principles of conflict of laws thereof; provided, however, that the laws of the State of Delaware shall govern the relative rights, obligations, powers, duties and other internal affairs of the CorporationNew York General Obligations Law).

Appears in 2 contracts

Samples: Registration Rights Agreement (Pogo Jet, Inc.), Registration Rights Agreement (Pogo Jet, Inc.)

Severability; Governing Law. If any provision of this Agreement shall be determined to be illegal and unenforceable by any court of law, the remaining provisions shall be severable and enforceable in accordance with their terms. This Agreement shall be governed by, by and construed and enforced in accordance withwith the laws of the State of New York (without regard to principles of conflicts of laws), except to the extent that this Agreement relates to the internal laws of the Company, which shall be governed by and construed and enforced in accordance with the laws of the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflict of laws thereof; provided, however, that the laws of the State of Delaware shall govern the relative rights, obligations, powers, duties and other internal affairs of the Corporation.

Appears in 2 contracts

Samples: Stockholders Agreement (Trident Telecom Partners LLC), Stockholders Agreement (Fibernet Telecom Group Inc\)

Severability; Governing Law. If any provision of this Agreement shall be determined to be illegal and unenforceable by any court of lawor unenforceable, the remaining provisions shall be severable and enforceable in accordance with their terms. This Agreement shall be governed by, and construed in accordance with, by the laws of the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflict without regard to its choice of laws thereof; provided, however, that the laws of the State of Delaware shall govern the relative rights, obligations, powers, duties and other internal affairs of the Corporationprinciples.

Appears in 1 contract

Samples: Loan and Security Agreement (Femrx Inc)

Severability; Governing Law. If any provision of this Agreement shall be determined to be illegal and unenforceable by any court of lawcompetent jurisdiction, the remaining provisions shall be severable and enforceable in accordance with their terms. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, regardless York without reference to such State's choice of the laws that might otherwise govern under applicable principles of conflict of laws thereof; provided, however, that the laws of the State of Delaware shall govern the relative rights, obligations, powers, duties and other internal affairs of the Corporationlaw principles.

Appears in 1 contract

Samples: Shareholders' Agreement (Bcam International Inc)

Severability; Governing Law. If any provision of this Agreement shall be determined to be illegal and or unenforceable by any court of law, then the remaining provisions shall be severable and enforceable in accordance with their terms. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed bygoverned, construed and construed interpreted in accordance with, with the laws of the State of New York, regardless of the laws that might otherwise govern under applicable without giving effect to principles of conflict conflicts of laws thereof; provided, however, that the laws of the State of Delaware shall govern the relative rights, obligations, powers, duties and other internal affairs of the Corporationlaw.

Appears in 1 contract

Samples: Co Sale Agreement (Insurance Services Office Inc)

Severability; Governing Law. If any provision of this Agreement shall be determined to be illegal and unenforceable by any court of law, the remaining provisions shall be severable and enforceable in accordance with their terms. This Agreement shall be governed by, by and construed and enforced in accordance with, with the laws of the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflict of laws thereof; provided, however, that the laws of the State of Delaware shall govern the relative rights, obligations, powers, duties and other internal affairs of the Corporation.

Appears in 1 contract

Samples: Stockholders' Agreement (Mediconsult Com Inc)

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Severability; Governing Law. If any provision of this Agreement shall be determined to be illegal and unenforceable by any court of law, the remaining provisions shall be severable and enforceable in accordance with their terms. This Agreement shall be governed by, by and construed and enforced in accordance with, with the laws of the State of New York, regardless applicable to agreements made and fully to be performed therein by residents thereof, except to the extent that this Agreement relates to the internal laws of the laws that might otherwise govern under applicable principles of conflict of laws thereof; providedCorporation, however, that which shall be governed by and construed and enforced in accordance with the laws of the State of Delaware shall govern the relative rights, obligations, powers, duties and other internal affairs of the CorporationDelaware.

Appears in 1 contract

Samples: Stockholders' Agreement (Lexent Inc)

Severability; Governing Law. If any provision of this Agreement shall be determined to be illegal and unenforceable by any court of law, the remaining provisions shall be severable and enforceable in accordance with their terms. This Agreement shall be governed by, by and construed and enforced in accordance with, with the laws of the State of New York, regardless York applicable to contracts to be performed entirely within such state (other than any conflicts of laws rule which might result in the application of the laws that might otherwise govern under applicable principles of conflict of laws thereof; provided, however, that the laws of the State of Delaware shall govern the relative rights, obligations, powers, duties and any other internal affairs of the Corporationjurisdiction).

Appears in 1 contract

Samples: Stockholders Agreement (Bab Holdings Inc)

Severability; Governing Law. If any provision provisions of this Agreement shall be determined to be illegal and or unenforceable by any court of law, the remaining provisions shall be severable and enforceable in accordance with their terms. This Agreement shall be governed byTHIS AGREEMENT SHALL BE GOVERNED BY, and construed in accordance withAND CONSTRUED IN ACCORDANCE WITH, the laws of the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflict of laws thereof; provided, however, that the laws of the State of Delaware shall govern the relative rights, obligations, powers, duties and other internal affairs of the CorporationTHE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS EXECUTED AND TO BE PERFORMED SOLELY WITHIN SUCH STATE.

Appears in 1 contract

Samples: Restructuring and Exchange Agreement (Cd&l Inc)

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