Common use of Transaction Litigation Clause in Contracts

Transaction Litigation. Prior to the Effective Time, in the event that any stockholder litigation related to this Agreement or the Transactions is brought or, to the Knowledge of the Company, threatened against the Company or any members of the Company Board (other than any Proceeding in connection with, arising out of or otherwise related to a demand for dissenters’ rights under Sections 1300 through 1313 of the CCC, which shall be governed by Section 4.7) (“Transaction Litigation”), the Company shall as promptly as reasonably practicable notify Parent of such Transaction Litigation, including by providing copies of all pleadings with respect thereto. Thereafter, the Company shall keep Parent reasonably informed with respect to the status thereof. The Company shall (a) give Parent the opportunity to participate in the defense, settlement or prosecution of any Transaction Litigation and (b) consult with Parent with respect to the defense, settlement and prosecution of any Transaction Litigation. For purposes of this Section 7.16, “participate” means that Parent will be kept reasonably apprised of proposed strategy and other significant decisions with respect to the Transaction Litigation by the Company (to the extent that the attorney-client privilege between the Company and its counsel is not undermined or otherwise affected), and Parent may offer comments or suggestions with respect to such Transaction Litigation which the Company shall consider in good faith, but Parent will not be afforded any decision making power or other authority over such Transaction Litigation; provided, that no settlement, arrangement, agreement or compromise shall be offered or entered into with respect to any Transaction Litigation without the consent of Parent (not to be unreasonably withheld, delayed or conditioned).

Transaction Litigation. Prior to the Effective Time, in the event that any stockholder litigation related to this Agreement or the Transactions is brought or, to the Knowledge of the Company, threatened against the Company or any members of the Company Board (other than any Proceeding in connection with, arising out of or otherwise related to a demand for dissenters’ rights under Sections 1300 through 1313 of the CCC, which shall be governed by Section 4.7) (“Transaction Litigation”), the Company shall as promptly as reasonably practicable notify Parent of such Transaction Litigation(A) any commencement of, including by providing copies of all pleadings with respect thereto. Thereafter, the Company shall keep Parent reasonably informed or material development with respect to Transaction Litigation and (B) the status thereofexistence or occurrence of any event, fact or circumstance arising after the execution of this Agreement that would reasonably be expected to cause any condition set forth in ARTICLE 8 not to be satisfied; provided that the delivery of any notice pursuant to this Section 7.5 will not limit the remedies available to Purchaser under or with respect to this Agreement. The Company shall (a) give Parent the opportunity to participate in the defense, defense and settlement or prosecution of any Transaction Litigation and (b) consult shall reasonably cooperate with Parent with respect to in conducting the defense, defense or settlement and prosecution of any Transaction Litigation. For purposes of this Section 7.16, “participate” means that including by giving Parent will the right to review and comment on all material filings or responses to be kept reasonably apprised of proposed strategy and other significant decisions with respect to the Transaction Litigation made by the Company (to the extent that the attorney-client privilege between the Company and its counsel is not undermined or otherwise affected)in connection with such Transaction Litigation, and Parent may offer comments or suggestions the right to consult on the settlement with respect to such Transaction Litigation which Litigation, and the Company shall consider in good faith, but Parent will not be afforded any decision making power or other authority over faith take such Transaction Litigation; provided, that no settlement, arrangement, agreement or compromise comments into account. No such settlement shall be offered or entered into with respect agreed to any Transaction Litigation without the Parent’s prior written consent of Parent (such consent not to be unreasonably withheld, delayed conditioned or conditioneddelayed).. Without otherwise limiting the Indemnified Persons’ rights with regard to the right to counsel, following the Effective Time, the Indemnified Persons shall be entitled to continue to retain Gxxxxxx Procter LLP or such other counsel selected by such Indemnified Persons prior to the Effective Time to defend any Transaction Litigation

Transaction Litigation. Prior to Each party hereto shall keep the Effective Timeother parties hereto reasonably informed of, in and cooperate with the event that any stockholder litigation related to this Agreement or the Transactions is brought or, to the Knowledge of the Company, threatened against the Company or any members of the Company Board (other than any Proceeding parties hereto in connection with, arising out of any litigation or otherwise related claim brought or threatened against any party hereto or its directors, officers or employees relating to a demand for dissenters’ rights under Sections 1300 through 1313 of the CCCTransactions (any such litigation or claim, which shall be governed by Section 4.7) (“Transaction Litigation”); provided, however, that the Company foregoing shall as promptly as reasonably practicable notify Parent not require any party hereto to take any action if it may result in a waiver of any attorney-client or any other similar privilege; provided further that such party shall use its reasonable best efforts to allow for the taking of such Transaction Litigationaction in a manner that does not result in a waiver of such privilege, including by providing copies of all pleadings with respect thereto. Thereafter, the Company shall keep Parent reasonably informed with respect to the status thereofentering into a customary joint defense or similar agreement. The Company shall (a) give Parent the opportunity to participate in the defense, settlement or prosecution defense of any Transaction Litigation and (b) consult with Parent with respect to the defense, settlement and prosecution of any Transaction Litigation. For purposes of this Section 7.16, “participate” means that Parent will be kept reasonably apprised of proposed strategy and other significant decisions with respect to the Transaction Litigation by brought or threatened against the Company (to the extent that the attorney-client privilege between the Company and or its counsel is not undermined directors, officers or otherwise affected)employees, and Parent may offer comments or suggestions shall consider in good faith Parent’s advice with respect to such Transaction Litigation which the Company and shall consider in good faith, but Parent will not be afforded settle or agree to settle any decision making power or other authority over such Transaction Litigation; provided, that no settlement, arrangement, agreement or compromise shall be offered or entered into with respect to any Transaction Litigation without the Parent’s prior written consent of Parent (such consent not to be unreasonably withheld, delayed or conditioned). Notwithstanding the above, Parent’s consent to settle any Transaction Litigation shall not be required to the extent such Transaction Litigation is settled solely for the payment of monies which are reasonably likely to be recoverable from insurance policies available to the Company or its Representatives (other than any deductibles or retention amounts applicable thereto).

Transaction Litigation. Prior to the Effective Time, in the event that any stockholder litigation related to this Agreement Company shall promptly notify Parent of all civil, criminal or the Transactions is brought oradministrative actions, to the Knowledge of the Companysuits, claims, hearings, arbitrations, investigations or other proceedings commenced or threatened against the Company or any members of its Subsidiaries or the board of directors of the Company Board (other than Company, or any Proceeding committee thereof, in each case in connection with, arising out of from or otherwise related relating to a demand for dissenters’ rights under Sections 1300 through 1313 of the CCC, which shall be governed Merger or any other transaction contemplated by Section 4.7) this Agreement (“Transaction Litigation”), the Company shall as promptly as reasonably practicable notify Parent of such Transaction Litigation, ) (including by providing copies of all pleadings with respect thereto. Thereafter, the Company shall ) and thereafter keep Parent reasonably informed with respect to the status thereof. The Company shall (ai) give Parent the opportunity to participate in the defense, settlement or prosecution of any Transaction Litigation and (bii) consult with Parent with respect to the defense, settlement and prosecution of any Transaction Litigation. The Company shall not agree to any settlement related to any Transaction Litigation without Parent’s consent, such consent not to be unreasonably withheld, delayed or conditioned. For purposes of this Section 7.166.13, “participate” means that Parent will be kept reasonably apprised of proposed strategy and other significant decisions with respect to the Transaction Litigation by the Company (to the extent that the attorney-client privilege between the Company and its counsel is not undermined or otherwise affected), and Parent may offer comments or suggestions with respect to such Transaction Litigation which the Company shall consider in good faith, but Parent will not be afforded any decision decision-making power or other authority over such Transaction Litigation; provided, that no settlement, arrangement, agreement or compromise shall be offered or entered into with respect to any Transaction Litigation without the consent of Parent (not to be unreasonably withheld, delayed or conditioned).

Transaction Litigation. Prior Subject to applicable Law, the Effective Time, in the event that Company shall promptly notify Parent of any stockholder litigation related to this Agreement demands, litigations, arbitrations or the Transactions is brought other similar actions (including derivative claims) commenced or, to the Knowledge of the Company, threatened against the Company or any members of director or officer thereof relating to this Agreement (collectively, the Company Board (other than any Proceeding in connection with, arising out of or otherwise related to a demand for dissenters’ rights under Sections 1300 through 1313 of the CCC, which shall be governed by Section 4.7) (“Transaction Litigation”)) and shall keep Parent promptly and reasonably informed regarding any 66 Transaction Litigation. Subject to applicable Law, the Company and Parent shall as promptly as reasonably practicable notify Parent of such Transaction Litigation, including by providing copies of all pleadings cooperate with respect thereto. Thereafter, the Company shall keep Parent reasonably informed with respect to the status thereof. The Company shall (a) give Parent the opportunity to participate other in the defense, defense or settlement or prosecution of any Transaction Litigation and (b) consult with Parent with respect to the defense, settlement and prosecution of any Transaction Litigation. For purposes , at each party’s sole cost and expense, and shall in good faith consult with each other on a regular basis regarding the defense or settlement of this Section 7.16, “participate” means that Parent will be kept reasonably apprised of proposed strategy and other significant decisions with respect to the such Transaction Litigation by the Company (to the extent that the attorney-client privilege between the Company and its counsel is not undermined or otherwise affected), and Parent may offer comments or suggestions shall reasonably consider each other’s advice with respect to such Transaction Litigation which Litigation, but only if it is not reasonably determined by either of the parties, upon the advice of counsel, that doing so could result in the loss of the ability to successfully assert any legal privilege or work product protection. Subject to applicable Law, none of the Company or any of its Subsidiaries shall consider in good faith, but Parent will not be afforded any decision making power settle or other authority over such Transaction Litigation; provided, that no settlement, arrangement, agreement or compromise shall be offered or entered into with respect offer to settle any Transaction Litigation without the prior written consent of Parent (such consent not to be unreasonably withheld, delayed conditioned or conditioneddelayed). Subject, in all respects, to Xxxxxx’s right to direct, in consultation with the Company, negotiations and proceedings with respect to stockholder demands for appraisal in accordance with Section 2.07, it is understood and agreed that this Section 6.12 shall not give Parent the right to direct the defense of any Transaction Litigation.

Transaction Litigation. Prior Subject to applicable Law, the Effective Time, in the event that Company shall promptly notify Parent of any stockholder litigation related to this Agreement demands, litigations, arbitrations or the Transactions is brought other similar actions (including derivative claims) commenced or, to the Knowledge of the Company, threatened against the Company or any members of director or officer thereof relating to this Agreement (collectively, the Company Board (other than any Proceeding in connection with, arising out of or otherwise related to a demand for dissenters’ rights under Sections 1300 through 1313 of the CCC, which shall be governed by Section 4.7) (“Transaction Litigation”)) and shall keep Parent promptly and reasonably informed regarding any Transaction Litigation. Subject to applicable Law, the Company and Parent shall as promptly as reasonably practicable notify Parent of such Transaction Litigation, including by providing copies of all pleadings cooperate with respect thereto. Thereafter, the Company shall keep Parent reasonably informed with respect to the status thereof. The Company shall (a) give Parent the opportunity to participate other in the defense, defense or settlement or prosecution of any Transaction Litigation and (b) consult with Parent with respect to the defense, settlement and prosecution of any Transaction Litigation. For purposes , at each party’s sole cost and expense, and shall in good faith consult with each other on a regular basis regarding the defense or settlement of this Section 7.16, “participate” means that Parent will be kept reasonably apprised of proposed strategy and other significant decisions with respect to the such Transaction Litigation by the Company (to the extent that the attorney-client privilege between the Company and its counsel is not undermined or otherwise affected), and Parent may offer comments or suggestions shall reasonably consider each other’s advice with respect to such Transaction Litigation which Litigation, but only if it is not reasonably determined by either of the parties, upon the advice of counsel, that doing so could result in the loss of the ability to successfully assert any legal privilege or work product protection. Subject to applicable Law, none of the Company or any of its Subsidiaries shall consider in good faith, but Parent will not be afforded any decision making power settle or other authority over such Transaction Litigation; provided, that no settlement, arrangement, agreement or compromise shall be offered or entered into with respect offer to settle any Transaction Litigation without the prior written consent of Parent (such consent not to be unreasonably withheld, delayed conditioned or conditioneddelayed). Subject, in all respects, to Pxxxxx’s right to direct, in consultation with the Company, negotiations and proceedings with respect to stockholder demands for appraisal in accordance with Section 2.07, it is understood and agreed that this Section 6.12 shall not give Parent the right to direct the defense of any Transaction Litigation.

Transaction Litigation. Prior to The Company shall promptly (and in any event within forty-eight (48) hours) notify Parent of the Effective Time, in the event that commencement of any stockholder litigation related arising from this Agreement, the other documents relating to the transactions contemplated by this Agreement Agreement, the Education Transaction Documents or the Transactions that is brought or, to the Knowledge of against the Company, threatened against the Company its executive officers or any members of the Company Board (other than any Proceeding in connection with, arising out of or otherwise related to a demand for dissenters’ rights under Sections 1300 through 1313 of the CCC, which shall be governed by Section 4.7) (“Transaction Litigation”), the Company shall as promptly as reasonably practicable notify Parent of such Transaction Litigation, including by providing copies of all pleadings with respect thereto. Thereafter, the Company ) and shall keep Parent reasonably informed with respect to regarding any Transaction Litigation. Without limiting the status thereof. The preceding sentence, the Company shall give Parent (a) give Parent the opportunity to participate in the defense, settlement settlement, understanding or prosecution of any Transaction Litigation and (b) consult with Parent other agreement with respect to the defense, settlement and prosecution of any Transaction Litigation. For purposes of this Section 7.16, “participate” means that Parent will including the opportunity to review and comment on all Filings or responses to be kept reasonably apprised of proposed strategy and other significant decisions with respect to the Transaction Litigation made by the Company in connection with any Transaction Litigation, and the Company shall consider any such comments in good faith. The Company agrees that, without Parent’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed to the extent that such settlement only requires (x) the attorney-client privilege between issuance of additional disclosure or (y) the payment of money if the amount of money to be paid in connection with such settlement does not exceed any insurance proceeds that the Company and its counsel is not undermined or otherwise affected), and Parent may offer comments or suggestions reasonably expects to receive with respect to such Transaction Litigation which Claim and any deductible in respect thereof, but may otherwise be given in Parent’s sole discretion), the Company shall consider in good faith, but Parent will not be afforded offer to make or make any decision making power or other authority over such Transaction Litigation; provided, that no settlement, arrangement, agreement or compromise shall be offered or entered into payment with respect to any Transaction Litigation without the consent of Parent (not or to be unreasonably withheldenter into any settlement, delayed understanding or conditioned)other agreement relating to any Transaction Litigation.

Transaction Litigation. Prior to the Effective Time, in the event that any stockholder litigation related to this Agreement or the Transactions is brought or, to the Knowledge of the Company, threatened against the Company or any members of the Company Board (other than any Proceeding in connection with, arising out of or otherwise related to a demand for dissenters’ rights under Sections 1300 through 1313 of the CCC, which shall be governed by Section 4.7) (“Transaction Litigation”), the Company The Corporation shall as promptly as reasonably practicable notify Parent the Purchaser Parties in writing of any Transaction Litigation and shall keep the Purchaser Parties informed on a reasonably prompt basis regarding any such Transaction Litigation, including by providing copies of all pleadings with respect thereto. Thereafter, the Company shall keep Parent reasonably informed with respect to the status thereof. The Company Corporation shall (a) give Parent the Purchaser Parties the opportunity to participate (i) participate, at the Purchaser Parties sole cost and expense, in (but not control) the defense of any Transaction Litigation, and (ii) consult with counsel to the Corporation regarding the defense, settlement or prosecution of any Transaction Litigation and (b) consult with Parent compromise with respect to the defense, settlement and prosecution of any such Transaction Litigation. For purposes of this Section 7.164.13, “participate” means that Parent the Purchaser Parties will be kept reasonably apprised on a prompt basis of proposed strategy and other significant decisions with respect to the Transaction Litigation by the Company (to the extent that the attorney-client privilege between the Company Corporation and its counsel is not undermined or otherwise adversely affected), and Parent the Purchaser Parties may offer comments or suggestions with respect to such Transaction Litigation which the Company Corporation shall consider in good faith, but Parent will ; provided that the Corporation shall not be afforded any decision making power or other authority over such Transaction Litigation; provided, that no settlement, arrangement, agreement settle or compromise shall be offered or entered into with respect agree to settle or compromise any Transaction Litigation without the Purchaser Parties’ prior written consent, which consent of Parent (shall not to be unreasonably withheld, delayed conditioned or conditioned)delayed.

Transaction Litigation. Prior to the Effective Time, in the event that any stockholder litigation related to this Agreement or the Transactions is brought or, to the Knowledge of the Company, threatened against the Company or any members of the Company Board (other than any Proceeding in connection with, arising out of or otherwise related to a demand for dissenters’ rights under Sections 1300 through 1313 of the CCC, which shall be governed by Section 4.7) (“Transaction Litigation”), the The Company shall as promptly as reasonably practicable notify Parent of such Transaction Litigationin writing of, including by providing copies of all pleadings with respect thereto. Thereafter, the Company and shall keep Parent reasonably informed with respect to the status thereof. The Company shall (a) give Parent the opportunity to participate in the defensedefense and settlement of, settlement or prosecution of any Transaction Litigation and (b) consult with shall keep Parent with respect to the defense, settlement and prosecution of any informed regarding such Transaction Litigation. For purposes of ; provided, however, that the Company shall control such defense and this Section 7.16, “participate” means that 6.11 shall not give Parent will be kept the right to direct such defense. The Company shall keep Parent reasonably apprised of the proposed strategy and other significant decisions with respect to the any Transaction Litigation by the Company (to the extent that the attorney-client privilege between the Company and its counsel is not undermined or otherwise adversely affected), and Parent may offer comments or suggestions with respect to such Transaction Litigation which the Company shall consider in good faith. No Acquired Company shall settle or offer, but Parent will not be afforded compromise or agree to settle or compromise, or take any decision making power other action to settle, compromise or other authority over such Transaction Litigation; providedmoot, that no settlement, arrangement, agreement or compromise shall be offered or entered into with respect to any Transaction Litigation without the Parent’s prior written consent of Parent (such consent not to be unreasonably withheld, delayed conditioned or conditioneddelayed). Without otherwise limiting the Indemnified Parties’ rights with regard to the right to counsel, following the Effective Time, the Indemnified Parties shall be entitled to continue to retain Xxxxxxx Procter LLP or such other counsel selected by such Indemnified Parties to defend any Transaction Litigation.

Transaction Litigation. Prior to the Effective Time, in the event that any stockholder litigation related to this Agreement or the Transactions is brought or, to the Knowledge of the Company, threatened against the Company or any members of the Company Board (other than any Proceeding in connection with, arising out of or otherwise related to a demand for dissenters’ rights under Sections 1300 through 1313 of the CCC, which shall be governed by Section 4.7) (“Transaction Litigation”), the Company shall as promptly as reasonably practicable notify Parent of such Transaction Litigation(A) any commencement of, including by providing copies of all pleadings with respect thereto. Thereafter, the Company shall keep Parent reasonably informed or material development with respect to Transaction Litigation and (B) the status thereofexistence or occurrence of any event, fact or circumstance arising after the execution of this Agreement that would reasonably be expected to cause any condition set forth in ARTICLE 8 not to be satisfied; provided that the delivery of any notice pursuant to this Section 7.5 will not limit the remedies available to Purchaser under or with respect to this Agreement. The Company shall (a) give Parent the opportunity to participate in the defense, defense and settlement or prosecution of any Transaction Litigation and (b) consult shall reasonably cooperate with Parent with respect to in conducting the defense, defense or settlement and prosecution of any Transaction Litigation. For purposes of this Section 7.16, “participate” means that including by giving Parent will the right to review and comment on all material filings or responses to be kept reasonably apprised of proposed strategy and other significant decisions with respect to the Transaction Litigation made by the Company (to the extent that the attorney-client privilege between the Company and its counsel is not undermined or otherwise affected)in connection with such Transaction Litigation, and Parent may offer comments or suggestions the right to consult on the settlement with respect to such Transaction Litigation which Litigation, and the Company shall consider in good faith, but Parent will not be afforded any decision making power or other authority over faith take such Transaction Litigation; provided, that no settlement, arrangement, agreement or compromise comments into account. No such settlement shall be offered or entered into with respect agreed to any Transaction Litigation without the Parent’s prior written consent of Parent (such consent not to be unreasonably withheld, delayed conditioned or conditioneddelayed).. Without otherwise limiting the Indemnified Persons’ rights with regard to the right to counsel, following the Effective Time, the Indemnified Persons shall be entitled to continue to retain Xxxxxxx Procter LLP or such other counsel selected by such Indemnified Persons prior to the Effective Time to defend any Transaction Litigation Section 7.6

Transaction Litigation. Prior to Each party hereto shall keep the Effective Timeother parties hereto reasonably informed of, in and cooperate with the event that any stockholder litigation related to this Agreement or the Transactions is brought or, to the Knowledge of the Company, threatened against the Company or any members of the Company Board (other than any Proceeding parties hereto in connection with, arising out of any litigation or otherwise related claim brought or threatened against any party hereto or its directors, officers or employees relating to a demand for dissenters’ rights under Sections 1300 through 1313 of the CCCTransactions (any such litigation or claim, which shall be governed by Section 4.7) (“Transaction Litigation”); provided, however, that the Company foregoing shall as promptly as reasonably practicable notify Parent not require any party hereto to take any action if it may result in a waiver of any attorney-client or any other similar privilege; provided further that such party shall use its reasonable best efforts to allow for the taking of such Transaction Litigationaction in a manner that does not result in a waiver of such privilege, including by providing copies of all pleadings with respect thereto. Thereafter, the Company shall keep Parent reasonably informed with respect to the status thereofentering into a customary joint defense or similar agreement. The Company shall (a) give Parent the opportunity to participate in the defense, settlement or prosecution defense of any Transaction Litigation and (b) consult with Parent with respect to the defense, settlement and prosecution of any Transaction Litigation. For purposes of this Section 7.16, “participate” means that Parent will be kept reasonably apprised of proposed strategy and other significant decisions with respect to the Transaction Litigation by brought or threatened against the Company (to the extent that the attorney-client privilege between the Company and or its counsel is not undermined directors, officers or otherwise affected)employees, and Parent may offer comments or suggestions shall consider in good faith Parent’s advice with respect to such Transaction Litigation which the Company and shall consider in good faith, but Parent will not be afforded settle or agree to settle any decision making power or other authority over such Transaction Litigation; provided, that no settlement, arrangement, agreement or compromise shall be offered or entered into with respect to any Transaction Litigation without the Parent’s prior written consent of Parent (such consent not to be unreasonably withheld, delayed or conditioned). Notwithstanding the above, Xxxxxx’s consent to settle any Transaction Litigation shall not be required to the extent such Transaction Litigation is settled solely for the payment of monies which are reasonably likely to be recoverable from insurance policies available to the Company or its Representatives (other than any deductibles or retention amounts applicable thereto).

Transaction Litigation. Prior to the Effective Time, in the event that any stockholder litigation related to this Agreement Company shall promptly notify Newco of all Legal Proceedings commenced or the Transactions is brought or, to the Knowledge of the Company, threatened against the Company or any members of the Company Board (other than any Proceeding its Subsidiaries or Affiliates, in each case in connection with, arising out of from or otherwise relating to the Merger or any other transaction contemplated by this Agreement, other than any Legal Proceedings related to a demand for dissenters’ rights under Sections 1300 through 1313 of or in connection with any disputes between the CCCCompany, which shall be governed by Section 4.7) on the one hand, and Newco, Merger Sub, Guarantor, the Financing Sources, or their respective Affiliates, on the other hand, relating to this Agreement (“Transaction Litigation”), the Company shall as promptly as reasonably practicable notify Parent of such Transaction Litigation, ) (including by providing copies of all pleadings with respect thereto. Thereafter, the Company shall ) and thereafter keep Parent Newco reasonably informed with respect to the status thereof. The Company shall (a) give Parent Newco the opportunity to participate in the defense, settlement or prosecution of any Transaction Litigation Litigation; and (b) consult with Parent Newco with respect to the defense, settlement and prosecution of any Transaction Litigation. Further, the Company may not compromise, settle or come to an arrangement regarding, or agree to compromise, settle or come to an arrangement regarding, any Transaction Litigation unless Newco has consented thereto in writing (which consent will not be unreasonably withheld, conditioned or delayed). For purposes of this Section 7.167.9, “participate” means that Parent Newco will be kept reasonably apprised of proposed strategy and other significant decisions with respect to the Transaction Litigation by the Company (to the extent that the attorney-client privilege between the Company and its counsel is not undermined or otherwise affected), and Parent Newco may offer comments or suggestions with respect to such Transaction Litigation which the Company shall consider in good faithLitigation, but Parent will not be afforded any decision decision-making power or other authority over such Transaction Litigation; provided, that no settlement, arrangement, agreement Litigation except for the settlement or compromise shall be offered or entered into with respect to any Transaction Litigation without the consent of Parent (not to be unreasonably withheld, delayed or conditioned)set forth above.