This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York; provided , that (a) the interpretation of Target Material Adverse Effect and whether a Target Material Adverse Effect has occurred, (b) the accuracy of any Alere Acquisition Agreement Representation and whether as a result of a breach thereof the Borrower (or any of its Subsidiaries) has the right (taking into account any applicable cure provisions) to terminate its (or their) obligations under the Alere Acquisition Agreement, or to decline to consummate the Alere Acquisition pursuant to the Alere Acquisition Agreement and (c) whether the Alere Acquisition has been consummated in accordance with the Alere Acquisition Agreement, shall be governed and construed in accordance with the laws of the State of Delaware applicable to contracts executed in and to be performed entirely within that State, regardless of the laws that might otherwise govern under any applicable conflict of laws principles.