THE ENFORCEMENT OF SUCH PROVISION IN ANY
OTHER JURISDICTION TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW
SECTION 7.12
NOTICES.
UNLESS OTHERWISE EXPRESSLY
PROVIDED HEREIN, ALL NOTICES, REQUESTS, DEMANDS, CONSENTS, WAIVERS,
INSTRUCTIONS, APPROVALS AND OTHER COMMUNICATIONS HEREUNDER SHALL BE IN WRITING
AND SHALL BE DEEMED TO HAVE BEEN DULY GIVEN IF PERSONALLY DELIVERED TO OR
MAILED, CERTIFIED MAIL, RETURN RECEIPT REQUESTED, FIRST-CLASS POSTAGE PAID,
ADDRESSED AS FOLLOWS:
If to the Corporation:
Consolidated Graphics, Inc.
5858 Westheimer, Suite 200
Houston, Texas
77057
Attention: Chief Executive Officer
13
If to Indemnitee:
or to such other address or to such other individuals as any party shall have
last designated by notice to the other parties.
All notices and other
communications given to any party in accordance with the provisions of this
Agreement shall be deemed to have been given when delivered or sent to the
intended recipient thereof in accordance with the provisions of this
Section 7.12.
SECTION 7.13
GOVERNING LAW; VENUE.
THIS
AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE
STATE OF TEXAS WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS.
VENUE FOR
ANY AND ALL PURPOSES WITH RESPECT TO A DISPUTE HEREUNDER OR OTHERWISE RELATING
TO THIS AGREEMENT SHALL LIE EXCLUSIVELY IN THE STATE AND FEDERAL COURTS LOCATED
IN HOUSTON, HARRIS COUNTY, TEXAS.
SECTION 7.14
HEADINGS.
THE ARTICLE AND SECTION
HEADINGS IN THIS AGREEMENT ARE FOR CONVENIENCE OF REFERENCE ONLY, AND SHALL NOT
BE DEEMED TO ALTER OR AFFECT THE MEANING OR INTERPRETATION OF ANY PROVISIONS
HEREOF.
SECTION 7.15
COUNTERPARTS.
THIS AGREEMENT MAY BE
EXECUTED IN TWO OR MORE COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED TO BE AN
ORIGINAL AND ALL OF WHICH TOGETHER SHALL BE DEEMED TO BE ONE AND THE SAME
INSTRUMENT.
SECTION 7.16
CERTAIN PERSONS NOT ENTITLED TO
INDEMNIFICATION.
NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT,
INDEMNITEE SHALL NOT BE ENTITLED TO INDEMNIFICATION OR ADVANCEMENT OF EXPENSES
HEREUNDER WITH RESPECT TO ANY PROCEEDING OR ANY CLAIM THEREIN, BROUGHT OR MADE
BY SUCH PERSON AGAINST THE CORPORATION, EXCEPT AS SPECIFICALLY PROVIDED IN
ARTICLE 5 OR ARTICLE 6 HEREOF.
SECTION 7.17
SUCCESSORS AND BINDING AGREEMENT.
(A)
THE CORPORATION SHALL REQUIRE ANY SUCCESSOR
(WHETHER DIRECT OR INDIRECT, BY PURCHASE, MERGER, CONSOLIDATION, REORGANIZATION
OR OTHERWISE) TO ALL OR SUBSTANTIALLY ALL OF THE BUSINESS AND/OR ASSETS OF THE
CORPORATION, TO EXPRESSLY ASSUME AND AGREE TO PERFORM THIS AGREEMENT IN THE SAME
MANNER AND TO THE SAME EXTENT THE CORPORATION WOULD BE REQUIRED TO PERFORM IF NO
SUCH SUCCESSION HAD TAKEN PLACE. THIS AGREEMENT SHALL BE BINDING UPON AND INURE
TO THE BENEFIT OF THE CORPORATION AND ANY SUCCESSOR TO THE CORPORATION,
INCLUDING WITHOUT LIMITATION, ANY PERSONS ACQUIRING DIRECTLY OR INDIRECTLY ALL
OR SUBSTANTIALLY ALL OF THE BUSINESS AND/OR ASSETS OF THE CORPORATION WHETHER BY
PURCHASE, MERGER, CONSOLIDATION, REORGANIZATION OR OTHERWISE (AND SUCH SUCCESSOR
SHALL THEREAFTER BE DEEMED THE "CORPORATION" FOR THE PURPOSES OF THIS
AGREEMENT). THIS AGREEMENT SHALL NOT OTHERWISE BE ASSIGNABLE, TRANSFERABLE OR
DELEGABLE BY THE CORPORATION.
14
(B)
THIS AGREEMENT SHALL