2003-08-11 Regular Meeting - Laserfiche WebLink

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Indemnitor shall promptly advise Indemnitees in writing of any action, administrative or legal proceeding or investigation as to - which this indemnification may apply, and Indemnitor, at Indemnitoes 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 Indemnitor_ 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, workers 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 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 conformity with the requirements. of such limitations, and as so modified, the indemnification. obligation shall continue in full force and effect. 2.0 INDEMNITORIS 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 Bests rating of no less than A) and acceptable to Indemnitees and under forms of policies satisfactory to Indemnitees. All such policies shall be written on an occurrence (not claims made) basis. Coverage Workers Compensation Employers Liability Minimum Amounts and Limits Statutory Limits $500,000 The policy shall include a Waiver of Subrogation in favor of the Indemnitees (as defined in _Section 1.0 of this Agreement). 13 of 20