This Agreement shall be construed and enforced in accordance with, and governed by, the laws of the State of New York, applicable to agreements made and to be performed in New York. This Agreement supersedes all prior Agreements and understandings relating to the subject matter hereof, and this Agreement may not be modified or amended or any term or provision thereof waived or discharged except in writing signed by the party against whom such amendment, modification, waiver or discharge is sought to be enforced. No waiver of any provision of this Agreement shall be valid unless in writing and signed by the person or party to be charged.

This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

This Agreement will be governed by the laws of the State of New York, without regard to its principles of conflicts of law. If any one or more of the provisions of the Agreement shall be determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall, to the extent permitted by law, remain in full force and effect and shall in no way be affected, impaired or invalidated. Moreover, if any of these provisions is determined by a court of competent jurisdiction to be excessively broad as to duration, activity, geographic application or subject, it shall be construed, by limiting or reducing it to the maximum extent legally permitted, so as to be enforceable to the extent compatible with then applicable law.

Governing Law. This Agreement is made and entered into in the state of New York and shall in all respects be interpreted, enforced, and governed under the laws of said state without giving effect to conflicting laws or provisions thereof.