Terminating Breach. (c) The SOR Parties and their Representatives shall give prompt notice to SOR II, and SOR II and its Representatives shall give prompt notice to the SOR Parties, of any Action commenced or, to such Party’s Knowledge, threatened against, relating to or involving such Party or any SOR Subsidiary or SOR II Subsidiary, respectively, or any of their respective directors, officers or partners that relates to this Agreement, the Merger or the other transactions contemplated by this Agreement. The SOR Parties and their respective Representatives shall give SOR II the opportunity to reasonably participate in the defense and settlement of any stockholder litigation against the SOR Parties and/or their directors, officers or partners relating to this Agreement and the transactions contemplated by this Agreement, and no such settlement shall be agreed to without SOR II’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned). SOR II and its Representatives shall give the SOR Parties the opportunity to reasonably participate in the defense and settlement of any litigation against SOR II and/or its directors, officers or partners relating to this Agreement and the transactions contemplated by this Agreement, and no such settlement shall be agreed to without SOR’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pacific Oak Strategic Opportunity REIT, Inc.), Agreement and Plan of Merger (Pacific Oak Strategic Opportunity REIT II, Inc.)
Terminating Breach. (c) The SOR REIT III Parties and their Representatives shall give prompt notice to SOR IIthe REIT II Parties, and SOR the REIT II Parties and its their Representatives shall give prompt notice to the SOR REIT III Parties, of any Action commenced or, to such Party’s Knowledge, threatened against, relating to or involving such Party or any SOR REIT III Subsidiary or SOR REIT II Subsidiary, respectively, or any of their respective directors, officers or partners that relates to this Agreement, the Merger Mergers or the other transactions contemplated by this Agreement. The SOR REIT III Parties and their respective Representatives shall give SOR REIT II the opportunity to reasonably participate in the defense and settlement of any stockholder litigation against the SOR REIT III Parties and/or or their directors, officers or partners relating to this Agreement and the transactions contemplated by this Agreement, and no such settlement shall be agreed to without SOR REIT II’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned). SOR The REIT II Parties and its their respective Representatives shall give the SOR REIT III Parties the opportunity to reasonably participate in the defense and settlement of any litigation against SOR the REIT II Parties and/or its their directors, officers or partners relating to this Agreement and the transactions contemplated by this Agreement, and shall consider in good faith REIT III’s advice with respect to such Action, and no such settlement shall be agreed to without SORREIT III’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Resource Real Estate Opportunity REIT II, Inc.), Agreement and Plan of Merger (Resource Apartment REIT III, Inc.)
