Obligation to Defend. If the indemnifying Party, within a reasonable time following (but in any event no later than thirty (30) calendar days from the date of) receipt of notice of any Claim, either refuses or fails to undertake the defense of any Claim, then the indemnified Party, upon further written notice to the indemnifying Party, shall have the right (but not the obligation) to undertake its own defense, compromise or settlement of such Claim. If the indemnified Party elects to undertake such defense, compromise or settlement, the indemnifying Party shall remain fully liable for (and shall promptly pay as and when incurred) all Losses related thereto, including without limitation any and all reasonable costs and expenses incurred by the indemnified Party in said defense, compromise or settlement.
Appears in 2 contracts
Sources: Clec Agreement, Clec Agreement