Governing Law and Forum definition

Governing Law and Forum. The State of New York. Indemnification and Customary for transactions of this Expense Reimbursement: type. AMENDMENT TO AGREEMENT AND PLAN OF MERGER AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of October 4, 1999, by and between HK Merger Corp., a New York corporation ("HK") and Happy Kids, Inc., a New York corporation (the "Company").

Governing Law and Forum. The laws of the State of New York. Each ----------------------- party to the Bank Documentation will waive the right to trial by jury and will consent to jurisdiction of the state and federal courts located in The City of New York. Counsel to UBSW and the Administrative Agent: Skadden, Arps, Slate, Xxxxxxx & Xxxx ------------------------ LLP. ANNEX II -------- SUMMARY OF PRINCIPAL TERMS AND CONDITIONS ----------------------------------------- The following is an outline of basic terms and conditions of the proposed financing to be arranged by UBS Warburg LLC. This Summary of Principal Terms and Conditions does not attempt to include all the terms and conditions, but instead provides a structural outline of the subject transaction as proposed by UBS Warburg LLC and UBS AG, Stamford Branch. Bridge Facility(1) --------------- Borrower: A U.S. borrower to be designated by -------- AcquisitionCo and reasonably acceptable to UBS and UBSW ("Borrower").

Governing Law and Forum. This Summary of Terms and Conditions and the Restructuring Loans Documents shall be governed by, and construed in accordance with, the laws of the State of New York. Counsel to the Xxxxxxx Xxxxxxx & Xxxxxxxx LLP. Administrative Agent: Documentation: To be drafted by Xxxxxxx Xxxxxxx & Xxxxxxxx LLP. Annex I to Schedule B Interest; Certain Fees; and Expenses

Examples of Governing Law and Forum in a sentence

• As consideration for and by accepting the Award, the Participant agrees that the Governing Law and Forum for Disputes provision of this Section 20 shall supersede any governing law, forum or similar provisions contained or referenced in any Prior Equity Award made by the Company to the Participant, and, accordingly, such Prior Equity Award shall become subject to the terms and conditions of the Governing Law and Forum for Disputes provisions of this Section 20.

• If not resolved within thirty (30) days thereafter, the dispute will then be settled under Subsection (Governing Law and Forum) immediately above; provided, however, by written agreement of the Parties at the time the informal resolution fails to resolve the dispute, the Parties may agree to decide the matter by binding arbitration as an alternative to court adjudication under Subsection (Governing Law and Forum) immediately above.

• As consideration for and by accepting the Option, the Participant agrees that the Governing Law and Forum for Disputes provision of this Section 18 shall supersede any governing law, forum or similar provisions contained or referenced in any Prior Equity Award made by the Company to the Participant, and, accordingly, such Prior Equity Award shall become subject to the terms and conditions of the Governing Law and Forum for Disputes provisions of this Section 18.

• As consideration for and by accepting the Award, the Participant agrees that the Governing Law and Forum for Disputes provision of this Section 18 shall supersede any governing law, forum or similar provisions contained or referenced in any prior equity award made by the Company to the Participant, and, accordingly, such prior equity award shall become subject to the terms and conditions of the Governing Law and Forum for Disputes provisions of this Section 18.

• As consideration for and by accepting the Award, the Participant agrees that the Governing Law and Forum for Disputes provision of this Section 18 shall supersede any governing law, forum or similar provisions contained or referenced in any Prior Equity Award made by the Company to the Participant, and, accordingly, such Prior Equity Award shall become subject to the terms and conditions of the Governing Law and Forum for Disputes provisions of this Section 18.

More Definitions of Governing Law and Forum

Governing Law and Forum. The laws of the State of New York. Each party to the Bank Documentation will waive the right to trial by jury and will consent to exclusive jurisdiction of the state and federal courts located in The City of New York. Counsel to UBS, UBSS, the Administrative Agent, the Issuing Bank and the Collateral Agent: Latham & Watkins LLP.

Governing Law and Forum. The State of New York.

Governing Law and Forum. New York (other than collateral documents governed by applicable local law). Counsel to the ABL Administrative Agent: Xxxxxx & Xxxxxxx LLP and Norton Xxxx Xxxxxxxxx Canada LLP The initial borrowings under the ABL Facility shall, subject in all respects to the Certain Funds Provisions, be subject to the following conditions:

Governing Law and Forum. Ontario, Canada. Notwithstanding Provision: Notwithstanding any other provision of this Commitment Letter, any subsidiaries of the Acquired Business (if any) (other than subsidiaries organized in the U.S. and Canada) shall not be required to provide guarantees or security under the Term Facility until 60 days after the Closing Date. Counsel to Administrative Agent and Lead Arrangers: Xxxxx Xxxx & Xxxxxxxx LLP and Stikeman Elliott LLP. Capitalized terms used in this Exhibit B shall have the meanings set forth in the Commitment Letter to which this Exhibit B is attached and the other Exhibits to the Commitment Letter. In the case of any such capitalized term that is subject to multiple and differing definitions, the appropriate meaning thereof in this Exhibit B shall be determined by reference to the context in which it is used. Subject to the Certain Funds Provision in all respects, the initial borrowings under the Term Facility shall be subject to the following conditions precedent:

Governing Law and Forum. The laws of the State of New York. Each party to the Bank Documentation will waive the right to trial by jury and will consent to the exclusive jurisdiction of the state and federal courts located in The City of New York. Counsel to UBS, the Arranger, the Administrative Agent and the Collateral Agent: Latham & Watkins LLP. ANNEX II -------- CONDITIONS TO CLOSING(2) ------------------------ The Commitments of UBS, UBSS, BSCL and Bear Stearns under the Commitment Letter are subject to the conditions xxx xorth in the Commitment Letter and satisfaction of each of the conditions precedent set forth below.

Governing Law and Forum. With respect to the Initial Bridge Loans, England; with respect to the Extended Term Loans and Exchange Securities, New York. Counsel to the Arrangers: Xxxxxxx Xxxxxxx & Xxxxxxxx LLP. Initial Bridge Loans and Extended Term Loans: The Initial Bridge Loans and Extended Term Loans will accrue interest at a rate per annum equal to three month reserve-adjusted LIBOR/EURIBOR plus the Spread described below. The “Spread” will initially be 600 basis points. If the Initial Bridge Loans are not repaid in whole within the three-month period following the Merger Closing Date, the Spread will increase by 50 basis points at the end of such three-month period and shall increase by an additional 50 basis points at the end of each three month period thereafter. At any time on or after the Initial Maturity Date, any Extended Term Loan shall, at the election of the applicable Bridge Lender, bear interest at a fixed rate per annum equal to the floating rate then in effect (the “Fixed Rate”). Interest on the Initial Bridge Loans and the Extended Term Loans shall be payable on a quarterly basis in arrears in cash (except as provided below); provided, however, that at such time as the Extended Term Loan bears interest at the Fixed Rate, interest shall be payable semi-annually in arrears in cash (except as provided below). Notwithstanding the foregoing, the total interest rate per annum payable shall not exceed 12.5% in respect of Bridge Loans denominated in Sterling and 11.5% in respect of Bridge Loans denominated in Euro or Dollars. In no event shall the interest rate on the Initial Bridge Loans or Extended Term Loans exceed the highest rate permitted under applicable law. Calculation of interest shall be on the basis of actual days elapsed in a year of 360 days.

Governing Law and Forum. The laws of the State of New York. Each ----------------------- party to the Loan Documentation will waive the right to trial by jury and will consent to the non-exclusive jurisdiction of the state and federal courts located in The City of New York. Counsel to the Lender: Goodmans LLP ---------------------