Common use of Litigation Relating to Transaction Clause in Contracts

Litigation Relating to Transaction. (a) Following the date hereof, in the event that any Action is commenced against the Company or any of its Subsidiaries challenging either the Merger Agreement, this Agreement, the Tax Sharing Agreement or the Stockholders Agreement or any of the transactions contemplated therein or herein (any such Action, a "Transaction Suit"), then the Company shall provide promptly to Parent copies of all material pleadings sent or received after the date hereof by the Company or its counsel with respect to any such Transaction Suit(s). (b) Parent shall be entitled to participate in the defense of each Transaction Suit and to employ counsel at its own expense to assist in the handling of each such Transaction Suit. The Company shall not settle or compromise any Transaction Suit or consent to the entry of any judgment with respect to any such Transaction Suit, without the prior written consent of Parent (which consent shall not be unreasonably withheld). (c) Following the Distribution Date, Spinco shall be entitled to participate in the defense of each Transaction Suit to which it or any of its Affiliates is a party, and to employ counsel at its own expense to assist in the handling of each such Transaction Suit. Following the Distribution Date, the Company shall not settle or compromise any Transaction Suit to which Spinco or any of its Affiliates is a party or consent to the entry of any judgment with respect to any such Transaction Suit, without the prior written consent of Spinco (which consent shall not be unreasonably withheld).

Litigation Relating to Transaction. (a) Following the date hereofhereof until the Effective Time, in the event that any Action is commenced against the Company or any of its Subsidiaries (including A&S) challenging either the Merger Agreement, this Agreement, Agreement or the Tax Sharing Agreement or the Stockholders Agreement or any of the transactions contemplated therein or herein (any such Action, a "Transaction Suit"), then the Company shall provide promptly to Parent copies of all material pleadings sent or received after the date hereof by the Company or its counsel with respect to any such Transaction Suit(s). (b) Suits. Parent shall be entitled to participate in the defense of each Transaction Suit and to employ counsel at its own expense to assist in the handling of each such Transaction Suit. The Neither the Company nor any of its Subsidiaries (including A&S) shall not settle or compromise any Transaction Suit or consent to the entry of any judgment with respect to any such Transaction Suit, without the prior written consent of Parent (which consent shall not be unreasonably withheld). (cb) Following the Distribution DateEffective Time, Spinco the Company shall provide promptly to A&S copies of all material pleadings sent or received after the Effective Time by the Company or its counsel with respect to any Transaction Suits to which A&S or any of its Affiliates is a party. A&S shall be entitled to participate in the defense of each Transaction Suit to which it or any of its Affiliates is a party, and to employ counsel at its own expense to assist in the handling of each such Transaction Suit. Following the Distribution DateEffective Time, neither the Parent nor the Company nor any of their respective Subsidiaries shall not settle or compromise any Transaction Suit to which Spinco A&S or any of its Affiliates is a party or consent to the entry of any judgment with respect to any such Transaction Suit, without the prior written consent of Spinco A&S (which consent shall not be unreasonably withheld).