BE GOVERNED BY, AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE,
WITHOUT REGARD TO ITS CONFLICT OF LAWS RULES. EXCEPT WITH
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RESPECT TO ANY ARBITRATION COMMENCED BY INDEMNITEE PURSUANT TO SECTION 14(A) OF
THIS AGREEMENT, THE COMPANY AND INDEMNITEE HEREBY IRREVOCABLY AND
UNCONDITIONALLY (I) AGREE THAT ANY ACTION OR PROCEEDING ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT SHALL BE BROUGHT ONLY IN THE CHANCERY COURT OF
THE STATE OF DELAWARE (THE "DELAWARE COURT"), AND NOT IN ANY OTHER STATE OR
FEDERAL COURT IN THE UNITED STATES OF AMERICA OR ANY COURT IN ANY OTHER COUNTRY,
(II) CONSENT TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE DELAWARE COURT FOR
PURPOSES OF ANY ACTION OR PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT, (III) APPOINT, TO THE EXTENT SUCH PARTY IS NOT OTHERWISE SUBJECT TO
SERVICE OF PROCESS IN THE STATE OF DELAWARE, IRREVOCABLY RL&F SERVICE CORP., ONE
RODNEY SQUARE, 10TH FLOOR, 10TH AND KING STREETS, WILMINGTON, DELAWARE 19801 AS
ITS AGENT IN THE STATE OF DELAWARE AS SUCH PARTY'S AGENT FOR ACCEPTANCE OF LEGAL
PROCESS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING AGAINST SUCH PARTY WITH
THE SAME LEGAL FORCE AND VALIDITY AS IF SERVED UPON SUCH PARTY PERSONALLY WITHIN
THE STATE OF DELAWARE, (IV) WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY
SUCH ACTION OR PROCEEDING IN THE DELAWARE COURT, AND (V) WAIVE, AND AGREE NOT TO
PLEAD OR TO MAKE, ANY CLAIM THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN THE
DELAWARE COURT HAS BEEN BROUGHT IN AN IMPROPER OR INCONVENIENT FORUM.
SECTION 24.
IDENTICAL COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED
IN ONE OR MORE COUNTERPARTS, EACH OF WHICH SHALL FOR ALL PURPOSES BE DEEMED TO
BE AN ORIGINAL BUT ALL OF WHICH TOGETHER SHALL CONSTITUTE ONE AND THE SAME
AGREEMENT.
ONLY ONE SUCH COUNTERPART SIGNED BY THE PARTY AGAINST WHOM
ENFORCEABILITY IS SOUGHT NEEDS TO BE PRODUCED TO EVIDENCE THE EXISTENCE OF THIS
AGREEMENT.
SECTION 25.
MISCELLANEOUS.
USE OF THE MASCULINE PRONOUN SHALL BE
DEEMED TO INCLUDE USAGE OF THE FEMININE PRONOUN WHERE APPROPRIATE.
THE HEADINGS
OF THIS AGREEMENT ARE INSERTED FOR CONVENIENCE ONLY AND SHALL NOT BE DEEMED TO
CONSTITUTE PART OF THIS AGREEMENT OR TO AFFECT THE CONSTRUCTION THEREOF.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed as of
the day and year first above written.
INTERNATIONAL RECTIFIER
INDEMNITEE
CORPORATION
By:
Name:
Name:
Office:
Address:
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