This Agreement and the documents delivered pursuant hereto and the legal relations between the Parties shall be governed by, construed and enforced in accordance with the Laws of the State of Texas, without regard to principles of conflicts of Laws that would direct the application of the Laws of another jurisdiction; provided , however , in connection with the determination of the existence of any Defect or Title Benefit or with respect to conveyancing matters as to any Oil and Gas Property, the Laws of the state or commonwealth where such Oil and Gas Property is located pursuant to the Outer Continental Shelf Lands Act shall govern and control such determination.