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.

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. 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. To the extent not preempted by federal law, the Plan shall be governed by the laws of the State of Delaware.

Applicable Law. This Agreement is entered into under, and the validity, interpretation, construction and performance of this Agreement shall be governed by, the laws of the State of Texas.

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 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.

Applicable Law. This Award Agreement and the award of Restricted Share Rights evidenced hereby will be governed by, and construed in accordance with the laws of the state of Delaware (without regard to its choice-of-law provisions), except to the extent Federal law would apply.

Applicable Law. This letter agreement shall be governed by and interpreted in accordance with the laws of the State of New York, United States of America, without regard to its conflict of law provisions.

Applicable Law. 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 principles.