(C)
UNLESS THE CONTEXT OTHERWISE REQUIRES,
REFERENCES TO "SECTIONS" ARE TO SECTIONS OF THIS AGREEMENT.
(D)
THIS AGREEMENT WILL BE LIBERALLY CONSTRUED
IN FAVOR OF INDEMNITEE.
(E)
USE OF THE WORD "OR" WILL NOT BE EXCLUSIVE.
(F)
USE OF DEFINED TERMS IN THE SINGULAR WILL
INCLUDE THE PLURAL, AND VICE VERSA.
21.
GOVERNING LAW AND CONSENT TO JURISDICTION.
THIS AGREEMENT AND THE LEGAL RELATIONS AMONG THE PARTIES WILL 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 OR ANY OTHER PRINCIPLE THAT COULD
RESULT IN THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION. THE COMPANY AND
INDEMNITEE HEREBY IRREVOCABLY AND UNCONDITIONALLY (I) AGREE THAT ANY ACTION OR
PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT
16
WILL 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, THE CORPORATION TRUST COMPANY, 1209 ORANGE STREET,
WILMINGTON, NEW CASTLE COUNTY, DELAWARE 19801, AS SUCH PARTY'S 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.
SIGNATURE PAGE TO FOLLOW
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on and as of
the day and year first above written.
IDEARC INC.
By:
Name:
Title:
INDEMNITEE
Name: [
]
Address: