Indemnification of Verizon. Idearc, as the indemnifying Party, will indemnify, defend and hold harmless Verizon, as the indemnified Party, from and against all costs, claims, liabilities, damages, settlements, awards, and expenses whatsoever (including reasonable attorneys’ fees and costs related to the defense of the foregoing), resulting from third party claims related to Idearc’s duties and obligations under this Agreement or Idearc’s provision of telecommunications and information related services to End-Users and other Idearc customers concerning the Services provided hereunder. 20.1.1 Verizon, as the indemnified Party, will notify Idearc, the indemnifying Party promptly, in writing of any written claims, lawsuits or demands by third Parties for which Verizon, as the indemnified Party, alleges that Idearc as indemnifying Party is responsible under this Section and will tender the defense of such claim to Idearc. Upon tender, Verizon, as indemnified Party, shall have the right to have its own attorneys present in any proceedings, but Verizon shall have no right to enter into or make any settlement offers, demands or counterclaims of any nature. Idearc, as indemnifying Party, shall not be responsible for any settlement offers or actual settlements made by Verizon, as indemnified Party, without the written consent of Idearc. 20.1.2 In the event that Idearc, as indemnifying Party, after receiving written tender of such claim, takes no action to defend such claim within a reasonable time, Verizon, as the indemnified Party, may assume the defense of the claim but shall not in any way waive its right to recover all costs, claims, liabilities, damages, settlements, awards, expenses, attorneys fees and any other liability resulting there from. Verizon, as the indemnified Party, shall have the right to recover all expenses (including reasonable attorneys’ fees) in any action undertaken to enforce this indemnity obligation.
Appears in 3 contracts
Sources: Billing Services Agreement, Billing Services Agreement (Idearc Inc.), Billing Services Agreement (Idearc Inc.)