Common use of Notice and Assistance Clause in Contracts

Notice and Assistance. If Argent intends to claim indemnification under Section of this Agreement, Argent shall promptly notify Vertical in writing of any action, claim or other matter in respect of which Argent or any of its respective shareholders, directors, officers, employees and agents intend to claim such indemnification. Argent shall permit, and shall cause its employees and agents to permit, Vertical, at its discretion, to settle any such action, claim or other matter and agrees to the complete control of such defense or settlement by Vertical; provided, however, that such settlement does not adversely affect Argent’s rights hereunder or impose any obligations on Argent in addition to those set forth herein in order for it to exercise such rights. No such action, claim or other matter shall be settled without the prior written consent of Vertical and Vertical shall not be responsible for any legal fees or other costs incurred other than as provided herein. At the expense of Vertical, Argent shall render all assistance reasonably necessary in defending against such claim, suit, or action. Argent shall have the right, at its expense, to retain separate counsel to act in an advisory capacity in connection with any matter involving a claim for indemnity and Vertical will cooperate with such counsel.

Notice and Assistance. If Argent intends to claim indemnification under this Section of this Agreement10.2, Argent shall promptly notify Vertical TEAMM in writing of any action, claim or other matter in respect of which Argent or any of its respective shareholders, directors, officers, employees and or agents intend to claim such indemnification. Argent shall permit, and shall cause its employees and agents to permit, VerticalTEAMM, at its discretion, to settle any such action, claim or other matter and agrees to the complete control of such defense or settlement by VerticalTEAMM; provided, however, that such settlement does not adversely affect Argent’s rights hereunder or impose any obligations on Argent in addition to those set forth herein in order for it to exercise such rights. No such action, claim or other matter shall be settled without the prior written consent of Vertical TEAMM and Vertical TEAMM shall not be responsible for any legal fees or other costs incurred other than as provided herein. At the expense of Verticalthe TEAMM, Argent shall render TEAMM all assistance reasonably necessary in defending against such claim, suit, or action. Argent shall have the right, at its expense, to retain separate counsel to act in an advisory capacity in connection with any matter involving a claim for indemnity and Vertical TEAMM will cooperate with such counsel.