A governing law clause specifies the jurisdiction whose laws will be applied to interpret and enforce a contract's terms and conditions. This provision ensures legal clarity and predictability, especially in agreements involving parties from different regions or countries.
Governing Law; Dispute Resolution To the extent not preempted by U.S. federal law, with respect to any Covered Executive subject to this Policy, this Policy will be governed by, construed, interpreted, and its validity determined under the laws of the state in which the applicable Covered Executive resides (the “Governing Law State”), as applied to agreements entered into and to be fully performed by residents of such Governing Law State. Such law of the Governing Law State shall govern regardless of the forum in which a dispute may be adjudicated. Subject to the following paragraph, all actions or proceedings for injunctive relief arising out of this Policy with respect to any Covered Executive shall exclusively be heard and determined in state or federal courts in the Governing Law State having appropriate jurisdiction. The Company and each Covered Executive expressly consent to the exclusive jurisdiction of such courts in any such action or proceeding and waive any objection to venue therein and any defense of forum non conveniens. The Company and each Covered Executive hereby incorporate by reference into this Policy that certain Dispute Resolution Agreement previously entered into by the Company (or one of its current direct or indirect subsidiaries) and such Covered Executive, as such agreement may be amended from time-to-time (the “Dispute Resolution Agreement”), and agree that any and all disputes arising under this Policy are subject to and governed by the Dispute Resolution Agreement; provided, however, that Company and each Covered Executive reserve the right to seek temporary or preliminary injunctive relief in court, in which case such parties agree that such injunctive relief shall be granted in court to preserve the status quo pending a resolution on the merits in arbitration. Each Covered Executive agrees that in connection with any application for injunctive relief, discovery shall be conducted on an expedited basis. Each Covered Executive further agrees that, in any proceeding alleging application of this Policy, the Company shall have the right to conduct forensic examinations of any computers and/or electronic devices in the Covered Executive’s possession or control, if the Company reasonably believes such devices contain Confidential Information (as defined in the Dispute Resolution Agreement).
4.3 Application of governing law The choice of the laws of the State of New York as the governing law of the Indenture and the Notes would be upheld as a valid choice of law by the courts of Luxembourg and applied by those courts in proceedings in relation to the Indenture and the Notes as the governing law thereof.
5. Governing Law. This Agreement shall be governed by the laws of the State of New York without regard to its conflict of laws principles.
15) Governing Law You and the Company agree that for the reasons recited in the foregoing paragraph 14, this Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania, without regard to its conflict of laws provisions
10.Governing Law. This General Release and Waiver shall be governed by, and construed and enforced in accordance with, the laws of Pennsylvania, without reference to its choice of law rules. The parties hereby irrevocably consent to the jurisdiction of Pennsylvania and courts located in Pennsylvania for purposes of resolving any dispute under this General Release and Waiver and expressly waive any objections as to venue in any such courts
Choice of law (h) The express choice of the laws of the jurisdiction specified in the Document to be the governing law of that Document (its Governing Law) will be recognised and applied by the courts of the British Virgin Islands in any action brought in such courts in respect of such Document.
6 Governing law of this opinion 6.1 This opinion is: (a) governed by, and shall be construed in accordance with, the laws of the British Virgin Islands; (b) limited to the matters expressly stated herein; and (c) confined to, and given on the basis of, the laws and practice in the British Virgin Islands at the date hereof. 6.2 Unless otherwise indicated, all references in this opinion to specific British Virgin Islands legislation shall be to such legislation as amended to, and as in force at, the date hereof.
Choice of law 16 The express choice of Governing Law (if any) specified in the Document is bona fide and not made with any intention to evade the laws of the jurisdiction with which the transaction under such document has the closest and most real connection. 17 There is nothing under any law (other than the laws of the British Virgin Islands) that would or might affect the opinions herein.
Choice of Law 5 Where the Governing Law of a Document is not British Virgin Islands law: (a) the courts of the British Virgin Islands will not recognise the choice of its Governing Law as the governing law of that Document to the extent that such choice of Governing Law would be incompatible with the public policy of British Virgin Islands law; and (b) in any action brought in respect of a Document in the courts of the British Virgin Islands, those courts will not apply its Governing Law unless that law is pleaded and proved in the courts of the British Virgin Islands, nor will they apply that law: (i) to matters of procedure; or (ii) to the extent the application of that Governing Law would be incompatible with the public policy of British Virgin Islands law or contrary to mandatorily-applicable provisions of British Virgin Islands law.
2.5 Governing law The choice of the governing law expressed in the Guaranteed Debt Indenture will be recognised and given effect by the courts of Luxembourg (i) where the choice relates to contractual obligations, in accordance with, and subject to the provisions of the Rome I Regulation and (ii) if and to the extent the choice relates to non-contractual obligations in accordance with, and subject to the provisions of the Rome II Regulation and, in each case, in accordance with and subject to, the corresponding Luxembourg procedural and substantive law.
Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the applicable substantive laws of Hong Kong, without giving effect to its conflicts of laws rules. Subject to the terms of Section [9] (“Dispute Resolution”), each party irrevocably agrees that any legal action, suit or proceeding brought by it in a court in any way arising out of this Agreement shall be brought solely and exclusively in, and shall be subject to the services of process and other applicable rules of the jurisdiction of Hong Kong and each party irrevocably submits to the sole and exclusive personal jurisdiction of that jurisdiction’s courts generally and unconditionally, with respect to any action, suit or proceeding brought by it or against it by the other Party.
4. GOVERNING LAW (a) The Luxembourg courts would not apply a chosen foreign law if: (i) the choice was not made bona fide, or (ii) the foreign law was not pleaded and proved, or (iii) if pleaded and proved, such foreign law would be contrary to the mandatory rules of Luxembourg law or manifestly incompatible with Luxembourg public policy or public order. (b) A Luxembourg court may refuse to apply the chosen governing law in the following cases: (i) where all other elements relevant to the situation at the time that the Transaction Documents were entered into are located in a country other than the country of the chosen governing law, to the extent the Parties’ choice of governing law affects the application of the provisions of the law of that other country which cannot be derogated from by agreement, which the court may then apply; (ii) where all other elements relevant to the situation at the time that the Transaction Documents were entered into are located in one or more Member States of the European Union and where the chosen law is not the one of a Member State, it may apply the provisions of EU law, where appropriate as implemented in Luxembourg, which cannot be derogated from by agreement; (iii) if the overriding mandatory provisions (lois de police) of the law of the country where the obligations arising out of the Transaction Documents have to be or have been performed, render the performance of the Transaction Documents unlawful in such country, in which case it may apply such overriding mandatory provisions taking into account (in deciding such application) the nature and object of such laws, as well as the consequences of its application or non-application; (iv) regarding the means of enforcement and measures to be taken by a creditor in case of a default in performance, it may apply the law of the country in which performance is taking place; or (v) if a Party is subject to insolvency proceedings, in which case it would apply the insolvency laws of the jurisdiction in which such insolvency proceedings have been regularly opened to the effects of such insolvency except to the extent any exceptions are established by Regulation 2015/848.
The courts of the British Virgin Islands will observe and give effect to the choice of the laws of Nevada as the governing law of the Merger Agreement (the “Governing Law”).
20. Governing Law. The parties agree that the corporate laws of the State of Nevada shall govern all issues concerning the relative rights of the Company and its stockholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the laws of the State of California, without reference to its principles of conflict of laws and without giving effect to any choice of law provision or rule that would cause the application of the laws of any jurisdictions other than the State of California. Each party irrevocably and unconditionally agrees and consents to submit to the non-exclusive personal jurisdiction of the U.S federal and state courts located in California for the adjudication of any dispute hereunder or in connection herewith and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT.
The choice of governing law in each of the Issuance Documents has been freely made in good faith (for example not made with any intention of avoiding provisions of the law with which the transactions under the Issuance Documents have the closest and most real connection) and would be regarded as a valid and binding selection, which will be upheld by the relevant courts as a matter of the governing law and all other laws (other than the laws of the Cayman Islands) and there is no reason for avoiding that choice of governing law on grounds of public policy or otherwise. Where the governing law has not been expressly stated, the governing law of such Document will be the governing law.
XVII.GOVERNING LAW, VENUE AND JURISDICTION This Agreement will be governed by and construed in accordance with the substantive laws of the State of Delaware without regard to conflict of laws and all disputes arising under or relating to this Agreement shall be brought and resolved solely and exclusively in the State of Delaware. Shareowner irrevocably waive my right, if any, to have any disputes with the Company arising out of or related to this Agreement decided in any jurisdiction or venue other than a state court in the State of Delaware. Shareowner hereby irrevocably consents to the personal jurisdiction of the state courts in the State of Delaware for the purposes of any action arising out of or related to this Agreement.
GOVERNING LAW. This Agreement shall be interpreted in accordance with the laws in the state of California (“Governing Law”).
“Governing Law” means, with respect to any person, all laws, ordinances, rules, orders, provisions, and regulations of any Governmental Authority applicable to such person or to any of its subsidiaries or to any of their respective properties or assets, in Mexico or abroad.
Section 11.7 Governing Law; jurisdiction. With respect to the interpretation and performance of this Trust Agreement, the Parties hereby expressly and irrevocably submit to the governing laws of Mexico, and to the jurisdiction of the competent courts of Mexico City, and therefore expressly and irrevocably waive any other jurisdiction that may correspond to them by virtue of their present or future domiciles or for any other reason.
Governing law refers to the set of legal principles and rules that will apply to interpret and enforce the terms of a contract or agreement. It determines which jurisdiction’s laws will be used to resolve any disputes that arise under the contract. Choosing a governing law helps ensure that both parties have clarity and predictability regarding their legal rights and obligations.
You should use governing law clauses in contracts when you want to specify the jurisdiction whose laws will govern the agreement. This is especially important in cross-border transactions where the parties are from different legal jurisdictions. Including a governing law clause can help avoid uncertainty and complex legal disputes about which country’s legal system applies.
When writing a governing law clause, it’s important to clearly state the jurisdiction whose laws will govern the agreement. The clause should be concise and unambiguous. Below is a basic example:
“This Agreement shall be governed by and construed in accordance with the laws of [State/Country], without regard to its conflict of law principles.”
You may also choose to include a jurisdiction or forum selection clause that specifies where any disputes will be resolved:
“Any legal action or proceeding arising under this Agreement will be brought exclusively in the courts located in [City, State/Country].”
Governing law clauses are commonly found in various types of contracts, including but not limited to:
Having a clear governing law clause is integral to managing risks and ensuring that all parties are aware of their legal’s rights and obligations under the contract.
Try our AI contract analysis and extract important clauses and information from existing contracts.
< <
Dive deeper into the world of clauses and learn more about these other clauses that are used in real contracts.
A "Grant of Right of First Offer" clause provides a party the opportunity to negotiate a specific transaction with the issuing party before others are given the chance. This clause does not obligate the initiating party to finalize the transaction with the right holder, but ensures that they are the first to be approached with an offer.
The "Grant of Rights" clause specifies the permissions and entitlements that one party extends to another regarding the use of intellectual property or certain assets. It delineates the scope, duration, and limitations of these rights, ensuring both parties clearly understand how and to what extent the granted rights can be exercised.
A guarantee clause in a contract assures one party that certain conditions or obligations will be fulfilled, offering a promise of performance or a backup remedy if the specified terms are not met. It often involves the guarantor providing financial security or taking responsibility to ensure the contract's commitments are upheld.
Fill out the form and we will get in touch with you to give you a personal, customized demo of fynk.
Greetings!
I'm Markus, co-founder of fynk. After you've submitted the form, I'll swiftly get in touch with you.
Also, right after you submit your details, you can pick a time that works best for you for our meeting.
