Governing law
74 distinct versions of this provision, from purchase and merger agreements filed with the SEC. Below are 12, each quoted exactly as drafted, each linked to the filing it came from. No two are from the same company.
- 01
Governing Law
This Agreement shall be governed by, enforced, and construed under and in accordance with the laws of the United States of America and, with respect to the matters of state law, with the laws of the State of Delaware. Venue for all matters shall be in New Castle County, Delaware, without giving effect to principles of conflicts of law thereunder. Each of the parties (a) irrevocably consents and agrees that any legal or equitable action or proceedings arising under or in connection with this Agreement shall be brought exclusively in the federal courts of the United States. By execution and delivery of this Agreement, each party hereto irrevocably submits to and accepts, with respect to any such action or proceeding, generally and unconditionally, the jurisdiction of the aforesaid court, and irrevocably waives any and all rights such party may now or hereafter have to object to such jurisdiction. 8 12.6 Waiver of Jury Trial Rights . Each party hereto specifically waives any right it might otherwise have to a jury trial with respect to any matter arising under this Agreement. 12.7 Attorneys’ Fees . If any party to this Agreement brings an action to enforce its rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its costs and expenses, including without limitation reasonable attorneys’ fees, incurred in connection with such action, including any appeal of such action
Bitech Technologies Corp (BTTC) (CIK 0001066764) · filed 2024-11-26 · read the filing · this wording recurs in 10 agreements we hold
- 02
Choice of Law
This Agreement shall be governed by, and construed in accordance with, the laws of the state of Texas, without regard to principles of conflict of laws. In any action between or among any of the parties, whether arising out of this Agreement or otherwise, each of the parties irrevocably consents to the exclusive jurisdiction and venue of the federal and state courts located in Dallas County, Texas
RCI HOSPITALITY HOLDINGS, INC. (RICK) (CIK 0000935419) · filed 2022-12-15 · read the filing · this wording recurs in 6 agreements we hold
- 03
Governing Law
This Agreement shall in all respects be construed in accordance with and governed by the substantive laws of the State of Delaware, without reference to its choice of law rules to the extent they would direct any matter hereunder to (or apply the laws of) any other jurisdiction
FARADAY FUTURE INTELLIGENT ELECTRIC INC. (FFAI, FFAIW) (CIK 0001805521) · filed 2025-08-08 · read the filing · this wording recurs in 6 agreements we hold
- 04
Governing Law
This Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware, without giving effect to any conflicts or choice of Law rule or principle (whether of the State of Delaware or any other jurisdiction) that might otherwise refer construction or interpretation of this Agreement to the substantive Law of another jurisdiction
Atreca, Inc. (CIK 0001532346) · filed 2024-04-22 · read the filing · this wording recurs in 4 agreements we hold
- 05
Governing Law
This Agreement and the legal relations between the parties hereto shall be governed by, and construed in accordance with, the laws of the State of Delaware without reference to the conflict of laws principles thereof, except that the following terms shall be construed in accordance with the laws of Bermuda: (a) AmerInst Shareholder Approval; and (b) in Section 8.1, to the extent that the following terms used in that Section relate to actions of the Seller’s Affiliates in Bermuda: (i) “necessary or convenient,” (ii) “wind up,” and (iii) “liquidate;” and (c) in Sections 8.5(a)(vi)(B) and (C), to the extent that the following terms used in that Section relate to actions of the Seller’s Affiliates in Bermuda: (i) “winding up,” and (ii) “liquidation.” 11.7. Venue. All claims and controversies that arise shall be subject to the exclusive jurisdiction of the state and federal courts located in Kent County, Delaware. 11.8. Binding Arbitration; Physical Location of Proceedings & Arbitrators. Any claims or controversies that arise with regards this Agreement and the transactions related thereto and governed thereby shall be resolved exclusively via binding arbitration according to the rules of the American Arbitration Association, except to the extent that this Agreement specifies otherwise. All arbitration proceedings shall take place in Kent County, Delaware
AMERINST INSURANCE GROUP LTD (CIK 0001065201) · filed 2023-06-21 · read the filing · this wording recurs in 3 agreements we hold
- 06
Governing Law
This Agreement 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 conflicts of laws thereof
GOLDEN HEAVEN GROUP HOLDINGS LTD. (GDHG) (CIK 0001928340) · filed 2024-04-19 · read the filing · this wording recurs in 3 agreements we hold
- 07
Governing Law
This Agreement shall be governed by and construed in accordance with the law of the State of Nevada applicable to agreements made and to be performed therein without giving effect to conflicts of law principles
Quality Industrial Corp. (QIND) (CIK 0001393781) · filed 2024-05-15 · read the filing · this wording recurs in 3 agreements we hold
- 08
Governing Law
This Agreement, and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) shall be governed by and construed in accordance with the law of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws. 11.12. Dispute Resolution; Waiver of Jury Trial. (a) The Parties hereto agree that any and all disputes, claims or controversies arising out of or relating to this Agreement, including the performance, breach, termination, interpretation, existence or validity thereof (“ Disputes ”), and the scope or applicability of this Section 11.12 , including but not limited to the arbitrability of any and all Disputes, shall be fully and finally resolved by binding arbitration administered by Judicial Arbitration and Mediation Services or its successor organization (“ JAMS ”) according to the applicable JAMS arbitration rules in effect as of the date when such claim is commenced (i.e., either the Comprehensive Arbitration Rules for claims exceeding $250,000, or the Streamlined Arbitration Rules for claims not exceeding $250,000). The seat of the arbitration shall be New York City, New York. 52 (b) The tribunal shall consist of one (1) arbitrator, selected by the following procedure: either: (i) Purchaser and Seller shall mutually select an arbitrator; or (ii) if the Parties hereto cannot agree on such arbitrator, then (A) within fourteen (14) days of the filing of the notice of arbitration, each of Purchaser and Seller shall select and simultaneously exchange the names of five (5) arbitrators, and (B) within seven (7) calendar days of the exchange of the names, each of Purchaser and Seller may strike two (2) names and shall rank the remaining candidates in order of preference. The remaining candidate with the highest composite ranking shall be appointed the arbitrator to solely preside over the arbitration. (c) Each party hereto shall bear its own attorneys’ fees and related costs in the arbitration. The arbitrator shall have no authority to issue an award of attorneys’ fees or costs against any party hereto. The […]
Datavault AI Inc. (DVLT) (CIK 0001682149) · filed 2025-04-18 · read the filing · this wording recurs in 2 agreements we hold
- 09
Governing Law
This Agreement shall be construed and enforced in accordance with the laws of the State of Florida. Any litigation, action or proceeding arising out of or relating to this Agreement will be held exclusively in any state or Federal court in Broward County, Florida. Each Party waives any objection which it might have now or hereafter to the venue of any such litigation, action or proceeding, submits to the sole and exclusive jurisdiction of any such court and waives any claim or defense of inconvenient forum. Each Party consents to service of process at such Party’s address as provided herein (and updated in writing from time to time). 22 14.9 Notices. All notices, demands or other communications required or permitted to be given hereunder shall be in writing, and any and all such items shall be deemed to have been duly delivered upon personal delivery; or as of the date of acceptance or refusal of delivery after mailing by United States mail, certified, return receipt requested, postage prepaid, addressed as follows; or as of the immediately following business day after deposit with Federal Express or a similar overnight courier service, addressed as follows: Notices to Sellers: LMP Beckley RE KCC, LLC 500 East Broward Boulevard, Suite 1900 Fort Lauderdale, FL 33394 Attn: Sam Tawfik, Chief Executive Officer Phone: Email: LMP Beckley RE BAM, LLC 500 East Broward Boulevard, Suite 1900 Fort Lauderdale, FL 33394 Attn: Sam Tawfik, Chief Executive Officer Phone: Email: With copies to: Greenberg Traurig, PA 777 South Flagler Drive, Suite 300E West Palm Beach, FL 33401 Attention: Bruce C. Rosetto Phone: (561) 650-7940 Email: rosettob@gtlaw.com Notices to Purchaser: BECKLEY AWV AM, LLC Attn: Ali Ahmed 5875 NW 163 rd Street Suite 104 Miami Lakes, FL 33014 Email: Ali@dodgemiami.com With copies to: Greenspoon Marder LLP Attn: David Weisman 200 East Broward Blvd. Suite 1800 Fort Lauderdale, FL 33301 Email: David.Weisman@gmlaw.com Greenspoon Marder LLP Attn: Greg Blodig 200 East Broward Blvd. Suite 1800 Fort Lauderdale, FL 33301 Email: Greg.Blodig@gmlaw.com Any address fixed pursuant to the foregoing may be changed by the addressee by notice given pursuant to this Section 14.9. 23 14.10 Headings. The headings of Articles and Sections of this Agreement are for purposes of convenience and reference and shall not be construed as modifying the Articles or Sections in which the […]
LMP Automotive Holdings, Inc. (CIK 0001731727) · filed 2022-08-10 · read the filing · this wording recurs in 2 agreements we hold
- 10
Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada applicable to contracts made and to be performed entirely within such State. Each of the Parties hereto (i) hereby submits itself to the exclusive jurisdiction of any federal court located in the State of Nevada or any Nevada state court having subject matter jurisdiction in the event any dispute arises out of this Agreement in either case located in Clark County, Nevada, (ii) agrees that venue will be proper as to Proceedings brought in any such court with respect to such a dispute, (iii) will not attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court, and (iv) agrees to accept service of process at its address for notices pursuant to this Agreement in any such action or Proceeding brought in any such court
Authentic Holdings, Inc. (AHRO) (CIK 0001338929) · filed 2025-05-02 · read the filing · this wording recurs in 2 agreements we hold
- 11
Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without reference to principles of conflicts of laws. The non-prevailing Party in any litigation hereunder shall be required to reimburse the prevailing Party for all reasonable costs and expenses incurred in any such litigation, including, but not limited to, reasonable attorneys’ fees and costs. The Eighth Judicial District Court located in Clark County, Nevada shall have exclusive jurisdiction over any lawsuit or other legal proceeding arising out of this Agreement and the Parties hereby consent to the jurisdiction of such courts
HIGH WIRE NETWORKS, INC. (HWNI, HWNID) (CIK 0001413891) · filed 2025-10-14 · read the filing · this wording recurs in 2 agreements we hold
- 12
Governing Law
This Agreement, and all claims and causes of action arising out of, based upon, or related to this Agreement or the negotiation, execution or performance hereof, shall be governed by, and construed, interpreted and enforced in accordance with, the Laws of the State of Delaware, without regard to choice or conflict of law principles that would result in the application of any Laws other than the Laws of the State of Delaware
Coherus BioSciences, Inc. (CHRS) (CIK 0001512762) · filed 2025-01-14 · read the filing · this wording recurs in 2 agreements we hold
Where this comes from
Every entry is verbatim text from a filed exhibit, quoted with its SEC source. Clause types are assigned from the drafter's own heading where the heading is recognised, and otherwise left untyped. Documents are restricted to purchase and merger agreements, because a clause type resolves in every agreement and pooling deal types produces pages illustrated with the wrong kind of contract.
These are agreements filed with the SEC by public companies. They are not a sample of private mid-market practice, and the frequency shown is how often a text recurs in this corpus, not in the market.
This is information, not advice. It describes how these provisions are commonly drafted; it does not tell you what your own agreement means or what to do about it, and enforceability varies with governing law.