GOVERNING LAW AND TIME Clause Samples

GOVERNING LAW AND TIME. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SAID STATE. TIME SHALL BE OF THE ESSENCE TO THIS AGREEMENT. EXCEPT AS OTHERWISE SET FORTH HEREIN, SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME. THE OPERATING PARTNERSHIP AND THE UNDERWRITERS HEREBY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) WITH RESPECT TO THIS AGREEMENT.

GOVERNING LAW AND TIME. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME.

GOVERNING LAW AND TIME. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Except as otherwise set forth herein, specified times of day refer to New York City time.

GOVERNING LAW AND TIME. THIS AGREEMENT AND ALL DISPUTES, CONTROVERSIES OR CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR A BREACH HEREOF SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EXCEPT AS OTHERWISE SET FORTH HEREIN, SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME.

GOVERNING LAW AND TIME. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

GOVERNING LAW AND TIME. This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State without regard to the conflicts of laws provisions thereof. Unless otherwise noted, specified times of day refer to Eastern time.

GOVERNING LAW AND TIME. This Agreement and the Pricing Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Seller and JDCC counterparts hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Seller and JDCC in accordance with its terms. Very truly yours, ▇▇▇▇ DEERE RECEIVABLES, INC. By: /s/ ▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇ Title: Asst. Secretary ▇▇▇▇ DEERE CAPITAL CORPORATION By: /s/ ▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇ Title: Asst. Secretary CONFIRMED AND ACCEPTED, as of the date first above written: ▇▇▇▇▇▇▇ LYNCH, ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC MITSUBISHI UFJ SECURITIES (USA), INC. HSBC SECURITIES (USA) INC. RBC CAPITAL MARKETS, LLC By: ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED, as Representative of the Several Underwriters By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Managing Director By: ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC, as Representative of the Several Underwriters By: /s/ ▇▇▇▇▇▇ ▇. ▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇ Title: Vice President By: MITSUBISHI UFJ SECURITIES (USA), INC., as Representative of the Several Underwriters By: /s/ ▇▇▇ ▇▇▇▇ Name: ▇▇▇ ▇▇▇▇ Title: Executive Director ▇▇▇▇▇▇▇ LYNCH, ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC MITSUBISHI UFJ SECURITIES (USA), INC. HSBC SECURITIES (USA) INC. RBC CAPITAL MARKETS, LLC c/▇ ▇▇▇▇▇▇▇ Lynch, ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated One Bryant Park, 11th Floor New York, New York 10036 c/o ▇.▇. ▇▇▇▇▇▇ Securities LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ New York, New York 10179 c/o Mitsubishi UFJ Securities (USA), Inc. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ New York, New York 10020 as Representatives of the Several Underwriters Ladies and Gentlemen: Reference is made to the Underwriting Agreement, dated February 23, 2016 (the “Underwriting Agreement”) relating to the purchase by ▇▇▇▇▇▇▇ Lynch, ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, ▇.▇. ▇▇▇▇▇▇ Securities LLC, Mitsubishi UFJ Securities (USA), Inc., HSBC Securities (USA) Inc. and RBC Capital Markets, LLC, severally and not jointly, of the above-referenced Class A-1, Class A-2, Class A-3 and Class A-4 Notes (the “Underwritten Notes”), the provisions of which are incorporated herein by reference. Capitalized terms used but not defined he...

GOVERNING LAW AND TIME. 29 SECTION 14.

GOVERNING LAW AND TIME. This Agreement and the Terms Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company an executed counterpart of the applicable Terms Agreement, whereupon this instrument, along with the applicable Terms Agreement, will become a binding agreement among the Underwriters, the Company and the Operating Partnership in accordance with their terms. [The remainder of this page has been intentionally left blank] Very truly yours, DUKE REALTY CORPORATION By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer DUKE REALTY LIMITED PARTNERSHIP By: Duke Realty Corporation General Partner By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer [Signature Page to the Underwriting Agreement] To: Duke Realty Corporation Duke Realty Limited Partnership c/o Duke Realty Corporation ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Chairman of the Board of Directors Ladies and Gentlemen: We (the “Representatives”) understand that [Duke Realty Corporation, an Indiana corporation (the “Company”), proposes to issue and sell [__________] of its [shares of common stock (the “Common Stock”)] [shares of preferred stock (the “Preferred Stock”)] [shares of Preferred Stock represented by depositary shares (the “Depositary Shares”)] [Duke Realty Limited Partnership, an Indiana limited partnership (the “Operating Partnership”), proposes to issue and sell $[________] aggregate principal amount of its unsecured debt securities (the “Debt Securities”)] (such [Common Stock], [Preferred Stock] [Depositary Shares] and [Debt Securities] being collectively hereinafter referred to as the “Underwritten Securities”). Subject to the terms and conditions set forth or incorporated by reference herein, the underwriters named below (the “Underwriters”) offer to purchase, severally and not jointly, the respective numbers of Initial Securities (as defined in the Underwriting Agreement referred to below) set forth below opposite their respective names, and a proportionate share of Option Securities(as defined in the Underwriting Agreement referred to below) to the extent any are purchased, at the purchase price set forth below. Un...