Applicable Law. This Agreement and the rights and remedies of each party arising out of or relating to this Agreement (including, without limitation, equitable remedies) shall be solely governed by, interpreted under, and construed and enforced in accordance with the laws (without regard to the conflicts of law principles thereof) of the State of California, as if this agreement were made, and as if its obligations are to be performed, wholly within the State of California.

When Applicable. Anything in this Plan to the contrary notwithstanding, the provisions of this Section 3.7 shall apply to an Officer if the Auditor determines that each of (i) and (ii), below, are applicable:

Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of law provisions.

Applicable Law. All matters relating to [[Organization A:Organization]] interpretation, construction, application, validity and enforcement of this Agreement are governed by [[Organization A:Organization]] laws of [[Organization A:Organization]] State of Minnesota without giving effect to any choice or conflict of law provision or rule, whether of [[Organization A:Organization]] State of Minnesota or any other jurisdiction, that would cause [[Organization A:Organization]] application of laws of any jurisdiction other than [[Organization A:Organization]] State of Minnesota.

Applicable Law. This Assignment and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.

Applicable Law. Following Executive’s promotion to Executive Vice President of [[Seller:Organization]], Executive’s primary place of employment will be [[Seller:Organization]]’s corporate headquarters located in [[Address A:Address]]. Accordingly, this Agreement is made in, and shall be interpreted, construed and governed according to the laws of, the State of North Carolina, regardless of choice of law principles of any jurisdiction to the contrary. Each party, for themselves and their successors and assigns, hereby irrevocably () consents to the exclusive jurisdiction of the North Carolina state and federal courts located in Mecklenburg County, North Carolina and () waives any objection to any such action based on venue or forum non conveniens. Further, Executive hereby irrevocably consents to the jurisdiction of any court or similar body within the Restricted Territory for enforcement of any judgment entered in a court or similar body pursuant to this Agreement. This Agreement is intended, among other things, to supplement the provisions of the North Carolina Trade Secrets Protection Act and the Defend Trade Secrets Act of 2016, each as amended from time to time, and the duties Executive owes to [[Seller:Organization]] under North Carolina common law, including, but not limited to, fiduciary duties owed by Executive to [[Seller:Organization]].

Tax Withholding. Upon distribution of Awards, the Company will not withhold any taxes for federal, State or local, domestic or foreign taxes unless required by any law or regulation of any governmental authority. Your taxable distribution amount will be reported to you on IRS Form 1099-NEC for the applicable tax year filing.

Applicable Law. Except as expressly provided in [Exhibit B], the validity, construction, interpretation and effect of this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the conflicts of laws provisions thereof.

Applicable Law. This First Amendment is entered into under, and shall be governed for all purposes by, the laws of the State of Texas, without reference to principles of conflict of laws.

"Applicable Margin shall mean, as applicable: