O-1992-1853 - Laserfiche WebLink

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. . (d) any act or omission of Indemnitor, any subcontractor, any of their respective employees, agents, servants, officers, directors, partners, or anyone directly or indirectly employed by Indemnitor or any subcontractor, or anyone that either Indemnitor or any subcontractor controls or exercises control over (herein collectively called the "Liabilities"). THE OBLIGATIONS OF INDEMNITOR UNDER THIS INDEMNIFICATION SHALL APPLY TO LIABILITIES EVEN IF SUCH LIABILITIES ARE CAUSED IN WHOLE OR IN PART BY THE SOLE OR CONCURRENT NEGLIGENCE OF ANY INDEMNITEE, AND WHETHER OR NOT SUCH SOLE OR CONCURRENT NEGLIGENCE WAS ACTIVE OR PASSIVE. Indemni tor shall promptly advise Indemni tees in writing of any action, administrative or legal proceeding or investigation as to which this indemnification may apply, and Indemnitor, at Indemnitor's expense, shall assume on behalf of Indemnitees (and the other Indemnitees) and conduct with due diligence and in good faith the defense thereof with counsel satisfactory to Indemnitees; provided, however, that Indemnitees shall have the right, at its option, to be represented therein by advisory counsel of its own selection and at its own expense. In the event of failure by the Indemni tor to fully perform in accordance with this Indemnification Agreement, Indemnitees, at its option, and without relieving Indemnitor of its obligations hereunder, may so perform, but all costs and expenses so incurred by Indemnitees in that event shall be reimbursed by Indemnitor to Indemnitees, together with interest in the same from the date any such expense was paid by Indemnitees until reimbursed by Indemnitor, at the highest lawful rate of interest allowed under applicable usury laws of the State of Texas (or if no maximum rate is applicable, at the rate of eighteen percent (18%) per annum). This indemnification shall not be limited to damages, compensation or benefits payable under insurance policies, worker's compensation acts, disability benefit acts or other employees' benefit acts. It is agreed with respect to any legal limitations now or hereafter in effect and affecting the validity or enforceability of the indemnification obligation under this Section 1.0, such legal limitations are made a part of the indemnification obligation and shall operate to amend the indemnification obligation to the minimum extent necessary to bring the provision into confor.mity with the requirements of such limitations, and as so modified, the indemnification obligation shall continue in full force and effect. 2.0 INDEMNITOR'S INSURANCE. Indemnitor shall, at its sole cost and expense, maintain in effect at all times insurance coverages with limits not less than those set forth below in the Schedule of Insurance Coverages with insurance companies licensed to do business in the State of Texas (with a Best's rating of no less than A) and acceptable to Indemnitees and under forms of policies satisfactory to Indemni tees. All such policies shall be written on an occurrence (not claims made) basis.