Common use of Indemnitor's Failure to Defend Clause in Contracts

Indemnitor's Failure to Defend. If indemnitor fails to deliver the Acknowledgment or fails to choose counsel reasonably satisfactory to the indemnitee, indemnitor shall not thereafter be entitled to elect to defend such action, and indemnitor shall be bound by and shall be conclusively liable for the results obtained by the indemnitee, including without limitation the amount of any judgment or good faith out-of-court settlement or compromise and all costs and reasonable fees of counsel incurred by the indemnitee in connection therewith, but subject always to the scope and limitations expressly set forth in this Agreement.