Epstein Secrets

matters arising out of or relating in any way whatsoever to this Agreement (whether in contract, tort or otherwise), shall be governed by the law of the State of New York. US909125/6+ Page 9 EFTA00300193 7.8 Entire Agreement; Binding Effect This Agreement (including all exhibits and any other attachments) consti

ng of any of the Transferred Interests, or any restrictions on transfer. Seller acquired the Transferred Interests in accordance with the terms of the LLC Agreement. Seller has no claim (contingent or otherwise) against Holdings or Limited and, except as U5909125/61- Page 3 EFTA00300187 expressly set forth

sets. 10. General. (a) Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of New York applicable to contracts executed and to be performed entirely within said State. (b) Construction and Sever ability. If any provision of this Agree

f any rights of the Company or any of its members with respect to any covenants entered into by the Executive as a member of the Company pursuant to the LLC Agreement or any other written agreement between the Executive or any of his affiliates and the Company or any of its members. 7. Termination. (a) Terminati

EFTA_R1_02207452 EFTA02722512 to the Seller and to the Company: a. The Purchaser is a duly created and validly existing trust under the laws of the State of New York and the APO I Trustees have all requisite power, authority and legal right to execute, deliver, enter into, consummate and perform this Agreement on

f the Membership Interest, and agrees to be bound by and perform all of the obligations of a Member of the Company as if the Purchaser had executed the LLC Agreement with respect to the Membership Interest. b. The parties hereto intend that by this transfer the Purchaser shall become a substituted Member of th

e Law This Settlement Agreement and the obligations of the Parties pursuant to it shall be governed by and construed in accordance with the laws of the State of New York without giving effect to the conflicts of laws principles thereof. C. Integration 1. Except as provided for in the following paragraph, this Set

istribution of the Payments will also be subject to the LLC A ement and the Subscription Agreement entered into with respect to the provided that the LLC Agreement is also applied to distributions to the Non- Redeemers with respect to the Non-Redeemers' Non-Priority Claims (and such Non-Redeemers are also subje