there is presently a justiciable controversy before the Court. C. Governing Law Under the New York rules that govern choice-of-law questions in diversity actions in this Court, see Klaxon Co. v. Stentor Elec. Mfg. Co., 313 U.S. 487, 498, 61 S.Ct. 1020, 85 L.Ed. 1477 (1941), a contractual choice-of-law provision is generally binding on a party claiming rights under a contract. See, e.g., Hartford Fire Ins. Co. v. Orient Overseas Containers Lines (UK) Ltd., 230 F.3d 549, 556 (2d Cir.2000). Both the Merger Agreement and the Escrow Agreement choose New York law. (See Merger Agreement § 14.08; Escrow Agreement § 7.1.) The Court will rely on New York contract law to resolve the issues raised in this case. D. Notice as a Condition Preceden ., 84 A.D.3d 464, 927 N.Y.S.2d 320 (1st Dep’t 2011) (<HOLDING>). “In determining whether a particular
holding under california law that a set of general terms and conditions that included an arbitration agreement and that were not provided to plaintiff but were available upon request were properly incorporated by reference into a purchase agreement holding that because the indemnification clause contained no clear statement that would give the contractors notice of the harsh burden that complete indemnification imposes indemnification was inappropriate holding that the court should review de novo the administrators decision that a property settlement agreement constituted a qdro because it involves interpretation of a settlement agreement and statutory construction not interpretation of the plan holding language in a stock purchase agreement making demand for indemnification contingent upon compliance with notice and consent to settlement provisions were express conditions susceptible to only one reasonable interpretation holding that trial court may consider circumstances surrounding making of agreement in determining whether agreement is ambiguous and noting that ambiguity exists when language of agreement in and of itself supports reasonable interpretation distinct from reasonable interpretation reached when language is read in light of surrounding circumstances