OF THE COMPANY AND ANY SUCCESSOR TO THE COMPANY, INCLUDING WITHOUT
LIMITATION ANY PERSON ACQUIRING DIRECTLY OR INDIRECTLY ALL OR SUBSTANTIALLY ALL
OF THE BUSINESS OR ASSETS OF THE COMPANY WHETHER BY PURCHASE, MERGER,
CONSOLIDATION, REORGANIZATION OR OTHERWISE (AND SUCH SUCCESSOR WILL THEREAFTER
BE DEEMED THE "COMPANY" FOR PURPOSES OF THIS AGREEMENT), BUT SHALL NOT OTHERWISE
BE ASSIGNABLE OR DELEGATABLE BY THE COMPANY.
(B)
THIS AGREEMENT SHALL INURE TO THE BENEFIT OF AND BE ENFORCEABLE BY
THE INDEMNITEE'S PERSONAL OR LEGAL REPRESENTATIVES, EXECUTORS, ADMINISTRATORS,
HEIRS, DISTRIBUTEES, LEGATEES AND OTHER SUCCESSORS.
12
(C)
THIS AGREEMENT IS PERSONAL IN NATURE AND NEITHER OF THE PARTIES
HERETO SHALL, WITHOUT THE CONSENT OF THE OTHER, ASSIGN OR DELEGATE THIS
AGREEMENT OR ANY RIGHTS OR OBLIGATIONS HEREUNDER EXCEPT AS EXPRESSLY PROVIDED IN
SECTIONS 1.18(A) AND (B). WITHOUT LIMITING THE GENERALITY OR EFFECT OF THE
FOREGOING, INDEMNITEE'S RIGHT TO RECEIVE PAYMENTS HEREUNDER SHALL NOT BE
ASSIGNABLE, WHETHER BY PLEDGE, CREATION OF A SECURITY INTEREST OR OTHERWISE,
OTHER THAN BY A TRANSFER BY THE INDEMNITEE'S WILL OR BY THE LAWS OF DESCENT AND
DISTRIBUTION, AND, IN THE EVENT OF ANY ATTEMPTED ASSIGNMENT OR TRANSFER CONTRARY
TO THIS SECTION 1.18(C), THE COMPANY SHALL HAVE NO LIABILITY TO PAY ANY AMOUNT
SO ATTEMPTED TO BE ASSIGNED OR TRANSFERRED.
SECTION 1.19.
NOTICES. FOR ALL PURPOSES OF THIS AGREEMENT, ALL
COMMUNICATIONS, INCLUDING WITHOUT LIMITATION NOTICES, CONSENTS, REQUESTS OR
APPROVALS, REQUIRED OR PERMITTED TO BE GIVEN HEREUNDER SHALL BE IN WRITING AND
SHALL BE DEEMED TO HAVE BEEN DULY GIVEN WHEN HAND DELIVERED OR DISPATCHED BY
ELECTRONIC FACSIMILE TRANSMISSION (WITH RECEIPT THEREOF ORALLY CONFIRMED), OR
FIVE (5) BUSINESS DAYS AFTER HAVING BEEN MAILED BY UNITED STATES REGISTERED OR
CERTIFIED MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID OR ONE (1) BUSINESS
DAY AFTER HAVING BEEN SENT FOR NEXT-DAY DELIVERY BY A NATIONALLY RECOGNIZED
OVERNIGHT COURIER SERVICE, ADDRESSED TO THE COMPANY (TO THE ATTENTION OF THE
SECRETARY OF THE COMPANY) AND TO INDEMNITEE AT THE APPLICABLE ADDRESS SHOWN
BELOW, OR TO SUCH OTHER ADDRESS AS ANY PARTY MAY HAVE FURNISHED TO THE OTHER IN
WRITING AND IN ACCORDANCE HEREWITH, EXCEPT THAT NOTICES OF CHANGES OF ADDRESS
WILL BE EFFECTIVE ONLY UPON RECEIPT.
If to the Company:
Haynes International, Inc.
1020 West Park Avenue
P.O. Box 9013
Kokomo, Indiana 46904-9015
Attn.: V.P.-General Counsel/Corporate Secretary
Tel.: (765) 456-6012
Fax: (765) 456-6905
If to Indemnitee:
Tel.:
Fax:
SECTION 1.20.
GOVERNING LAW. THE VALIDITY, INTERPRETATION, CONSTRUCTION
AND PERFORMANCE OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING
EFFECT TO THE PRINCIPLES OF CONFLICT OF LAWS OF SUCH STATE. THE COMPANY AND
INDEMNITEE EACH HEREBY IRREVOCABLY CONSENT TO THE JURISDICTION OF THE CHANCERY
COURT OF THE STATE OF DELAWARE FOR ALL PURPOSES IN CONNECTION WITH ANY ACTION OR
PROCEEDING WHICH ARISES OUT OF OR RELATES TO THIS AGREEMENT AND AGREE THAT ANY
ACTION INSTITUTED UNDER THIS AGREEMENT SHALL BE BROUGHT ONLY IN THE CHANCERY
COURT OF THE STATE OF DELAWARE.
SECTION 1.21.
VALIDITY. IF ANY PROVISION