any other address as may have been furnished to Indemnitee by the Company.
SECTION 21.
CONTRIBUTION.
TO THE FULLEST EXTENT PERMISSIBLE UNDER
APPLICABLE LAW, IF THE INDEMNIFICATION PROVIDED FOR IN THIS AGREEMENT IS
UNAVAILABLE TO INDEMNITEE FOR ANY REASON WHATSOEVER, THE COMPANY, IN LIEU OF
INDEMNIFYING INDEMNITEE, SHALL CONTRIBUTE TO THE AMOUNT INCURRED BY INDEMNITEE,
WHETHER FOR JUDGMENTS, FINES, PENALTIES, EXCISE TAXES, AMOUNTS PAID OR TO BE
PAID IN SETTLEMENT AND/OR FOR EXPENSES, IN CONNECTION WITH ANY CLAIM RELATING TO
AN INDEMNIFIABLE EVENT UNDER THIS AGREEMENT, IN SUCH PROPORTION AS IS DEEMED
FAIR AND REASONABLE IN LIGHT OF ALL OF THE CIRCUMSTANCES OF SUCH PROCEEDING IN
ORDER TO REFLECT (I) THE RELATIVE BENEFITS RECEIVED BY THE COMPANY AND
INDEMNITEE AS A RESULT OF THE EVENT(S) AND/OR TRANSACTION(S) GIVING CAUSE TO
SUCH PROCEEDING; AND/OR (II) THE RELATIVE FAULT OF THE COMPANY (AND ITS
DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS) AND INDEMNITEE IN CONNECTION WITH
SUCH EVENT(S) AND/OR TRANSACTION(S).
SECTION 22.
APPLICABLE LAW AND CONSENT TO JURISDICTION.
THIS
AGREEMENT AND THE LEGAL RELATIONS AMONG THE PARTIES SHALL 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 RESPECT TO ANY
ARBITRATION COMMENCED BY INDEMNITEE PURSUANT TO SECTION 13(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 CORPORATION SERVICE COMPANY, 2711 CENTERVILLE
ROAD, SUITE 400, WILMINGTON, DELAWARE, 19808, NEW CASTLE COUNTY AS ITS AGENT IN
THE STATE OF DELAWARE 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 23.
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.
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