Common use of Certain Additional Agreements Clause in Contracts

Certain Additional Agreements. In the event any Existing Proceeding is brought against the Stockholder as an Indemnified Person, (i) prior to the Effective Time, the Stockholder shall not waive, release, assign, settle or compromise or offer or propose to waive, release, assign, settle or compromise, such Proceeding without the prior written consent of Parent other than a settlement involving only the payment of monetary damages not to exceed $2,000,000 in the aggregate, (ii) from and after the Effective Time, Parent shall have the ability to control the defense of any such Proceeding including the ability to settle such Proceeding (provided that the Stockholder may participate in such defense at its own cost and expense), (iii) no payment of Indemnified Liabilities shall be required to the Stockholder prior to the Effective Time and (iv) the Stockholder shall use its commercially reasonable efforts to assist in the defense of any such matter.

Certain Additional Agreements. In the event any Existing Proceeding is brought against the any Stockholder as an Indemnified Person, (i) prior to the Effective Time, the no Stockholder shall not waive, release, assign, settle or compromise or offer or propose to waive, release, assign, settle or compromise, such Proceeding without the prior written consent of Parent other than a settlement involving only the payment of monetary damages not to exceed $2,000,000 in the aggregate, (ii) from and after the Effective Time, Parent shall have the ability to control the defense of any such Proceeding including the ability to settle such Proceeding (provided that the Stockholder Stockholders may participate in such defense at its own cost and expense), (iii) no payment of Indemnified Liabilities shall be required to the any Stockholder prior to the Effective Time and (iv) the each Stockholder shall use its commercially reasonable efforts to assist in the defense of any such matter.