Officer
Attention: General Counsel
or to any other current address as may have been furnished to Indemnitee by the
Company.
26.
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 12(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 DELAWARE COURT OF CHANCERY, 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 OF
CHANCERY 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, NATIONAL
REGISTERED AGENTS, INC., 160 GREENTREE DRIVE, SUITE 101, DOVER, DE 19904, 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 OF CHANCERY, AND (V) WAIVE, AND
AGREE NOT TO PLEAD OR TO MAKE, ANY CLAIM THAT ANY SUCH ACTION OR PROCEEDING
BROUGHT IN THE DELAWARE COURT OF CHANCERY HAS BEEN BROUGHT IN AN IMPROPER OR
INCONVENIENT FORUM.
27.
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.
28.
CAPTIONS.
THE HEADINGS OF THE PARAGRAPHS 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.
(signature page follows)
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IN WITNESS WHEREOF, the parties have caused this Agreement to be signed as of
the day and year first above written.
AVOCENT CORPORATION
(Signature)
(Print name)
(Title)
[INSERT INDEMNITEE NAME]
(Signature)
(Print name)
(Street address)
(City, State and ZIP)
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