Written notice shall be deemed to have been duly given upon actual receipt by the Parties, or upon constructive receipt if sent by certified mail, return receipt requested (as of the date of signature or of first refusal of the return receipt), or by any other delivery method which obtains a signed delivery receipt.
Governing Law. This Agreement shall be deemed to have been made in the United States, State of New York, and shall be construed and enforced in accordance with, and the validity and performance hereof shall be governed by, the laws of the State of New York, without reference to principles of conflicts of laws thereof. For all matters not subject to the arbitration provisions set forth in Section 18 above, Subscriber hereby consents to submit to the jurisdiction of the courts in and of the State of New York in connection with any action or proceeding instituted relating to this Agreement, and all proceedings shall be conducted in New York City.
Authorization. This Agreement shall not be binding upon NASDAQ OMX unless executed by an officer of NASDAQ OMX. Subscriber, NASDAQ OMX, and the individuals executing this Agreement for the respective Parties represent that such individuals are duly authorized by all necessary and appropriate corporate or other action to execute this Agreement on behalf of NASDAQ OMX or Subscriber.
Amendment; Waiver; Severability.
With the exception of changes to the NASDAQ OMX Requirements under
Office of the General Counsel Attn: Contracts Group 9600 Blackwell Road Rockville, MD 20850
of this Agreement shall provide one
hundred and twenty (120) days’ notice to Subscriber of any to the Agreement pursuant to Section 20 above. Subscriber
proposed amendment may object in writing
to the proposed amendment by providing notice to the NASDAQ OMX Office General Counsel pursuant to Section 20 above. Such notice will state the basis
the objection. NASDAQ OMX within thirty (30) days and will
will respond to Subscriber’s objection in writing use reasonable efforts thereafter to meet with the
objecting Subscriber (in person or by resolution. Prior to the effective date
Subscriber may request that RegulationTrading & Markets
the SEC or staff of the Division of Market authorized to exercise delegated authority on
Section 1A, NASDAQ OMX may alter any only pursuant to the following process.
term or condition NASDAQ OMX
phone) to discuss in good of a proposed amendment
faith any potential to the Agreement,
be filed as a proposed rule change of a 19(b) of the Act. If the SEC or staff of
self-regulatory organization under Section the Division of MarketTrading & Markets
Regulation exercising delegated authority on behalf of the SEC the proposed amendment should be filed under Section 19(b)
of the Act,