BE BINDING UPON THE
CORPORATION AND ITS SUCCESSORS AND ASSIGNS AND SHALL INURE TO THE BENEFIT OF
INDEMNITEE AND INDEMNITEE'S PERSONAL OR LEGAL REPRESENTATIVES, EXECUTORS,
ADMINISTRATORS, SUCCESSORS, HEIRS, DISTRIBUTEES AND/OR LEGATEES.
(C)
THIS AGREEMENT IS PERSONAL IN NATURE AND
NEITHER OF THE PARTIES HERETO SHALL, WITHOUT THE CONSENT OF THE OTHER, ASSIGN,
TRANSFER OR DELEGATE THIS AGREEMENT OR ANY RIGHTS OR OBLIGATIONS HEREUNDER
EXCEPT AS EXPRESSLY PROVIDED IN SUBSECTION 7.7(A) HEREOF.
(D)
THE CORPORATION AND THE INDEMNITEE RECOGNIZE
THAT EACH PARTY WILL HAVE NO ADEQUATE REMEDY AT LAW FOR BREACH BY THE OTHER
PARTY OF ANY OF THE AGREEMENTS CONTAINED HEREIN AND, IN THE EVENT OF ANY SUCH
BREACH, THE CORPORATION AND THE INDEMNITEE HEREBY AGREE AND CONSENT THAT THE
OTHER SHALL BE ENTITLED TO A DECREE OF SPECIFIC PERFORMANCE, MANDAMUS OR OTHER
APPROPRIATE REMEDY TO ENFORCE PERFORMANCE OF THIS AGREEMENT.
Section 7.18
Indemnification for Negligence,
Gross Negligence, etc.
WITHOUT LIMITING THE GENERALITY OF ANY OTHER PROVISION
HEREUNDER, IT IS THE EXPRESS INTENT OF THIS AGREEMENT THAT INDEMNITEE BE
INDEMNIFIED AND EXPENSES BE ADVANCED REGARDLESS OF INDEMNITEE'S ACT OF
NEGLIGENCE, GROSS NEGLIGENCE, INTENTIONAL OR WILLFUL MISCONDUCT TO THE EXTENT
THAT INDEMNIFICATION AND ADVANCEMENT OF EXPENSES IS ALLOWED PURSUANT TO THE
TERMS OF THIS AGREEMENT.
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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered on June
30, 2004, providing coverage for Claims arising from and as of the date on which
Indemnitee first became a director or officer of the Corporation.
CONSOLIDATED GRAPHICS, INC.
By:
Name:
Title:
INDEMNITEE
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