manner by any
party to the others.
21.
GOVERNING LAW; CONSENT TO JURISDICTION;
SERVICE OF PROCESS.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO ITS RULES OF
CONFLICT OF LAWS.
EACH OF THE COMPANY AND THE INDEMNITEE HEREBY IRREVOCABLY AND
UNCONDITIONALLY CONSENTS TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURT OF
CHANCERY OF THE STATE OF DELAWARE AND THE COURTS OF THE UNITED STATES OF AMERICA
LOCATED IN THE STATE OF DELAWARE (THE "DELAWARE COURTS") FOR ANY LITIGATION
ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED
HEREBY (AND AGREES NOT TO COMMENCE ANY LITIGATION RELATING THERETO EXCEPT IN
SUCH COURTS), WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUCH LITIGATION
IN THE DELAWARE COURTS AND AGREES NOT TO PLEAD OR CLAIM IN ANY DELAWARE COURT
THAT SUCH LITIGATION BROUGHT THEREIN HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
EACH OF THE PARTIES HERETO AGREES, (A) TO THE EXTENT SUCH PARTY IS NOT OTHERWISE
SUBJECT TO SERVICE OF PROCESS IN THE STATE OF DELAWARE, TO APPOINT AND MAINTAIN
AN AGENT IN THE STATE OF DELAWARE AS SUCH PARTY'S AGENT FOR ACCEPTANCE OF LEGAL
PROCESS, AND (B) THAT SERVICE OF PROCESS MAY ALSO BE MADE ON SUCH PARTY BY
PREPAID CERTIFIED MAIL WITH A PROOF OF MAILING RECEIPT VALIDATED BY THE UNITED
STATES POSTAL SERVICE CONSTITUTING EVIDENCE OF VALID SERVICE.
SERVICE MADE
PURSUANT TO (A) OR (B) ABOVE SHALL HAVE THE SAME LEGAL FORCE AND EFFECT AS IF
SERVED UPON SUCH PARTY PERSONALLY WITHIN THE STATE OF DELAWARE.
FOR PURPOSES OF
IMPLEMENTING THE PARTIES' AGREEMENT TO APPOINT AND MAINTAIN AN AGENT FOR SERVICE
OF PROCESS IN THE STATE OF DELAWARE, EACH SUCH PARTY DOES HEREBY APPOINT THE
CORPORATION TRUST COMPANY, 1209 ORANGE STREET, WILMINGTON, NEW CASTLE COUNTY,
DELAWARE 19801, AS SUCH AGENT AND EACH SUCH PARTY HEREBY AGREES TO COMPLETE ALL
ACTIONS NECESSARY FOR SUCH APPOINTMENT.
[Signature Page Follows]
9
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
WII COMPONENTS, INC.
By:
/s/ Dale B. Hebrst
Name: Dale B. Hebrst
Title: Treasurer
INDEMNITEE
/s/ Rodney Cohen
Rodney Cohen, Director
Address:
c/o Behrman Capital
126 East 56th Street
New York, NY 10022