Common use of Transaction Litigation Clause in Contracts

Transaction Litigation. From and after the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its terms, HCM, on the one hand, and the Murano Parties, on the other hand, shall each notify the other promptly after learning of any shareholder demand (or threat thereof) or other shareholder claim, action, suit, audit, examination, arbitration, mediation, inquiry, Legal Proceeding, or investigation, whether or not before any Governmental Authority (including derivative claims), relating to this Agreement, or any of the transactions contemplated hereby (collectively, “Transaction Litigation”) commenced or to the knowledge of HCM or the Murano Parties, as applicable, threatened in writing against (a) in the case of HCM, HCM, any of HCM’s controlled Affiliates or any of their respective officers, directors, employees or shareholders (in their capacity as such) or (b) in the case of the Murano Parties, the Murano Parties, any of their Subsidiaries or controlled Affiliates or any of their respective officers, directors, employees or shareholders (in their capacity as such). HCM and the Murano Parties shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation and (iv) reasonably cooperate with each other with respect to any Transaction Litigation; provided, however, that in no event shall (x) the Murano Parties, any of their Affiliates or any of their respective officers, directors or employees settle or compromise any Transaction Litigation without the prior written consent of HCM (not to be unreasonably withheld, conditioned or delayed) or (y) HCM, any of HCM’s Affiliates or any of their respective officers, directors or employees settle or compromise any Transaction Litigation without the Company’s prior written consent (not to be unreasonably withheld, conditioned or delayed).

Transaction Litigation. From and after the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, HCMSPAC, on the one hand, and the Murano PartiesCompany, on the other hand, shall each notify the other in writing promptly after learning of any shareholder demand (or threat thereof) stockholder demands or other shareholder claim, action, suit, audit, examination, arbitration, mediation, inquiry, or stockholder Legal Proceeding, or investigation, whether or not before any Governmental Authority Proceedings (including derivative claims), ) relating to this Agreement, any other Transaction Agreement or any of the transactions contemplated hereby other matters relating thereto (collectively, “Transaction Litigation”) commenced or to the knowledge of HCM or the Murano Partiesagainst, as applicable, threatened in writing against (a) in the case of HCMSPAC, HCMit, any its Affiliates or their respective Representatives (in their capacity as Representatives) or, in the case of HCM’s controlled the Company, it, its Affiliates or any of their respective officers, directors, employees or shareholders Representatives (in their capacity as such) or (b) in the case of the Murano Parties, the Murano Parties, any of their Subsidiaries or controlled Affiliates or any of their respective officers, directors, employees or shareholders (in their capacity as suchRepresentatives). HCM SPAC and the Murano Parties Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, Litigation and (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation Litigation. Notwithstanding the foregoing, subject to and (iv) reasonably cooperate with each without limiting the covenants and agreements, and the rights of the other with respect to Party set forth in the immediately preceding sentence, SPAC or its Affiliates shall control the negotiation, defense and settlement of any Transaction LitigationLitigation brought against SPAC or its Affiliates or any of their respective Representatives, and the Company or its Affiliates shall control the negotiation, defense and settlement of any Transaction Litigation brought against the Company or its Affiliates or any of their respective Representatives; provided, however, that prior to the Closing in no event shall (x) the Murano Partieseither Party, any of their Affiliates its Affiliates, or any of their respective officers, directors or employees Representatives settle or compromise any Transaction Litigation without the prior written consent of HCM (not to be unreasonably withheld, conditioned or delayed) or (y) HCM, any of HCM’s Affiliates or any of their respective officers, directors or employees settle or compromise any Transaction Litigation without the Company’s prior written consent other Party (not to be unreasonably withheld, conditioned or delayed).

Transaction Litigation. From and after During the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its termsInterim Period, HCMSPAC, on the one hand, and the Murano PartiesCompany, on the other hand, shall each notify the other promptly after learning of any shareholder stockholder demand (or threat thereof) or other shareholder stockholder Proceeding, claim, actioninvestigation, suit, audit, examination, arbitration, mediation, examination or inquiry, Legal Proceeding, or investigation, whether or not before any Governmental Authority Entity (including derivative claims), relating to this Agreement, or any of the transactions contemplated hereby (collectively, “Transaction Litigation”) commenced or, to the knowledge of SPAC or to the knowledge of HCM or the Murano PartiesCompany, as applicable, threatened in writing against (a) in the case of HCMSPAC, HCMSPAC, any of HCMSPAC’s controlled Affiliates or any of their respective officers, directors, employees Representatives or shareholders stockholders (in their capacity as such) ), or (b) in the case of the Murano PartiesCompany, the Murano PartiesCompany, any of their Subsidiaries or controlled the Company’s Affiliates or any of their respective officers, directors, employees Representatives or shareholders stockholders (in their capacity as such). HCM SPAC and the Murano Parties Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation Litigation, and (iv) reasonably cooperate with each other with respect to any Transaction Litigation; provided, however, that in no event shall (x) the Murano PartiesCompany, any of their the Company’s Affiliates or any of their respective officers, directors or employees Representatives settle or compromise any Transaction Litigation without the prior written consent of HCM SPAC (such consent not to be unreasonably withheld, conditioned or delayed) or (y) HCMSPAC, any of HCMSPAC’s Affiliates or any of their respective officers, directors or employees Representatives settle or compromise any Transaction Litigation without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the contrary in the Agreement, in the event that this Section 5.19 conflicts with Section 2.8, then Section 2.8 shall govern and control solely to the extent of such conflict.

Transaction Litigation. From and after the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its terms, HCMGX, on the one hand, and the Murano PartiesCompany, on the other hand, shall shall, to the extent permitted by applicable Law, each notify the other in writing promptly after learning of any shareholder demand (or threat thereof) demands or other shareholder claim, action, suit, audit, examination, arbitration, mediation, inquiry, Legal Proceeding, or investigation, whether or not before any Governmental Authority Actions (including derivative claims), ) relating to this Agreement, any Ancillary Agreement or any of the transactions contemplated hereby matters relating hereto or thereto (collectively, the “Transaction Litigation”) commenced or to the knowledge of HCM or the Murano Partiesagainst, as applicable, threatened in writing against (a) in the case of HCMGX, HCM, any of HCM’s controlled Affiliates GX or any of their respective officers, directors, employees or shareholders its representatives (in their capacity as such) or (b) or, in the case of the Murano PartiesCompany, the Murano PartiesCompany, any of their its Subsidiaries or controlled Affiliates or any of their respective officers, directors, employees or shareholders representatives (in their capacity as such). HCM GX and the Murano Parties Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, including by providing it with a reasonable opportunity to offer timely comments, suggestions or advice with respect to such Transaction Litigation and considering in good faith such timely comments, suggestions or advice with respect to such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation and (iv) reasonably cooperate with each other with respect to any Transaction Litigation; provided, however, that in other. In no event shall (x) the Murano Parties, any of their Affiliates GX or any of its representatives (in their respective officers, directors or employees capacity as such) settle or compromise any Transaction Litigation without the prior written consent of HCM the Company (not to be unreasonably unreasonable withheld, conditioned or delayed) or (y) HCM, any of HCM’s Affiliates the Company or any of its Subsidiaries or their respective officers, directors or employees representatives (in their capacity as such) settle or compromise any Transaction Litigation without the Company’s prior written consent of GX (not to be unreasonably unreasonable withheld, conditioned or delayed).

Transaction Litigation. From and after During the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its termsInterim Period, HCMPriveterra, on the one hand, and the Murano PartiesCompany, on the other hand, shall each notify the other promptly after learning of any shareholder stockholder demand (or threat thereof) or other shareholder stockholder Proceeding, claim, actioninvestigation, suit, audit, examination, arbitration, mediation, examination or inquiry, Legal Proceeding, or investigation, whether or not before any Governmental Authority Entity (including derivative claims), relating to this Agreement, or any of the transactions contemplated hereby (collectively, “Transaction Litigation”) commenced or, to the knowledge of Priveterra or to the knowledge of HCM or the Murano PartiesCompany, as applicable, threatened in writing against (a) in the case of HCMPriveterra, HCMPriveterra, any of HCMPriveterra’s controlled Affiliates or any of their respective officers, directors, employees Representatives or shareholders stockholders (in their capacity as such) ), or (b) in the case of the Murano PartiesCompany, the Murano PartiesCompany, any of their Subsidiaries or controlled the Company’s Affiliates or any of their respective officers, directors, employees Representatives or shareholders stockholders (in their capacity as such). HCM Priveterra and the Murano Parties Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation Litigation, and (iv) reasonably cooperate with each other with respect to any Transaction Litigation; provided, however, that in no event shall (x) the Murano PartiesCompany, any of their the Company’s Affiliates or any of their respective officers, directors or employees Representatives settle or compromise any Transaction Litigation without the prior written consent of HCM Priveterra (such consent not to be unreasonably withheld, conditioned or delayed) or (y) HCMPriveterra, any of HCMPriveterra’s Affiliates or any of their respective officers, directors or employees Representatives settle or compromise any Transaction Litigation without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed).

Transaction Litigation. From and after the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, HCMSPAC, on the one hand, and the Murano PartiesCompany, on the other hand, shall each notify the other in writing promptly after learning of any shareholder demand (or threat thereof) stockholder demands or other shareholder claim, action, suit, audit, examination, arbitration, mediation, inquiry, or stockholder Legal Proceeding, or investigation, whether or not before any Governmental Authority Proceedings (including derivative claims), ) relating to this Agreement, any other Transaction Agreement or any of the transactions contemplated hereby other matters relating thereto (collectively, “Transaction Litigation”) commenced or to the knowledge of HCM or the Murano Partiesagainst, as applicable, threatened in writing against (a) in the case of HCMSPAC, HCMit, any its Affiliates or their respective Representatives (in their capacity as Representatives) or, in the case of HCM’s controlled the Company, it, its Affiliates or any of their respective officers, directors, employees or shareholders Representatives (in their capacity as such) or (b) in the case of the Murano Parties, the Murano Parties, any of their Subsidiaries or controlled Affiliates or any of their respective officers, directors, employees or shareholders (in their capacity as suchRepresentatives). HCM SPAC and the Murano Parties Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in (subject to a customary joint defense agreement), but not control, the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, Litigation and (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation Litigation. Notwithstanding the foregoing, subject to and (iv) reasonably cooperate with each without limiting the covenants and agreements, and the rights of the other with respect to Party set forth in the immediately preceding sentence, SPAC or its Affiliates shall control the negotiation, defense and settlement of any Transaction LitigationLitigation brought against SPAC or its Affiliates or any of their respective Representatives, and the Company or its Affiliates shall control the negotiation, defense and settlement of any Transaction Litigation brought against the Company or its Affiliates or any of their respective Representatives; provided, however, that prior to the Closing in no event shall (x) the Murano Partieseither Party, any of their Affiliates its Affiliates, or any of their respective officers, directors or employees Representatives settle or compromise any Transaction Litigation without the prior written consent of HCM (not to be unreasonably withheld, conditioned or delayed) or (y) HCM, any of HCM’s Affiliates or any of their respective officers, directors or employees settle or compromise any Transaction Litigation without the Company’s prior written consent other Party (not to be unreasonably withheld, conditioned or delayed).

Transaction Litigation. From and after the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its terms, HCMAcquiror, on the one hand, and the Murano PartiesCompany, on the other hand, shall each notify the other promptly after learning of any shareholder demand (or threat thereof) or other shareholder claim, action, suit, audit, examination, arbitration, mediation, inquiry, Legal Proceeding, or investigation, whether or not before any Governmental Authority (including derivative claims), relating to this Agreement, or any of the transactions contemplated hereby (collectively, “Transaction Litigation”) commenced or to the knowledge of HCM Acquiror or the Murano PartiesCompany, as applicable, threatened in writing against (ax) in the case of HCMAcquiror, HCMAcquiror, any of HCMAcquiror’s controlled Affiliates or any of their respective officers, directors, employees or shareholders (in their capacity as such) or (by) in the case of the Murano PartiesCompany, the Murano PartiesCompany, any of their the Company’s Subsidiaries or controlled Affiliates or any of their respective officers, directors, employees or shareholders (in their capacity as such). HCM Acquiror and the Murano Parties Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation and (iv) reasonably cooperate with each other with respect to any Transaction Litigation; provided, however, that in no event shall (x) the Murano PartiesCompany, any of their the Company’s Affiliates or any of their respective officers, directors or employees settle or compromise any Transaction Litigation without the prior written consent of HCM Acquiror (not to be unreasonably withheld, conditioned or delayed) or (y) HCMAcquiror, any of HCMAcquiror’s Affiliates or any of their respective officers, directors or employees settle or compromise any Transaction Litigation without the Company’s prior written consent (not to be unreasonably withheld, conditioned or delayed).

Transaction Litigation. From and after the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its terms, HCM, on the one hand, Parent and the Murano Parties, on the Company shall promptly advise each other hand, shall each notify the other promptly after learning orally and in writing of any shareholder demand (or threat thereof) or other shareholder claim, action, suit, audit, examinationproceeding, arbitration, mediation, inquiryor investigation commenced or, Legal Proceedingto the Knowledge of the Company on the one hand and to the knowledge of Parent on the other hand, threatened prior to the Effective Time against Parent or the Company, as the case may be, or investigation, whether or not before any Governmental Authority (including derivative claims)of their respective directors, relating to this Agreement, the Merger or any of the other transactions contemplated hereby (collectivelyby this Agreement, “Transaction Litigation”) commenced or to the knowledge of HCM or the Murano Parties, as applicable, threatened in writing against (a) in the case of HCM, HCM, any of HCM’s controlled Affiliates or any of their respective officers, directors, employees or shareholders (in their capacity as such) or (b) in the case of the Murano Parties, the Murano Parties, any of their Subsidiaries or controlled Affiliates or any of their respective officers, directors, employees or shareholders (in their capacity as such). HCM and the Murano Parties shall keep each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) such occurrence. The Company shall give the other Parent the opportunity to, at its own cost and expense, to participate in the defense, negotiation, or settlement and compromise of any such Transaction Litigation litigation against the Company and/or its directors and/or executive officers relating to this Agreement, the Merger and reasonably cooperate with the other in connection with the defensetransactions contemplated by this Agreement, and no such settlement and compromise of any such Transaction Litigation, (iii) consider in good faith the other’s advice with respect shall be agreed to any such Transaction Litigation and (iv) reasonably cooperate with each other with respect to any Transaction Litigation; provided, however, that in no event shall (x) the Murano Parties, any of their Affiliates or any of their respective officers, directors or employees settle or compromise any Transaction Litigation without the prior written consent of HCM (Parent, which consent shall not to be unreasonably withheld, conditioned or delayed) . Parent shall give the Company the opportunity to participate in the defense, negotiation, or (y) HCMsettlement of any stockholder litigation against Parent and/or its directors and/or executive officers relating to this Agreement, any of HCM’s Affiliates or any of their respective officersthe Merger and the other transactions contemplated by this Agreement, directors or employees settle or compromise any Transaction Litigation and no such settlement shall be agreed to without the Company’s prior written consent (of the Company, which consent shall not to be unreasonably withheld, conditioned or delayed). Without limiting in any way the parties’ obligations under this Section 7.10, each of Parent and the Company shall cooperate, shall cause their respective Subsidiaries to cooperate, and shall use its reasonable best efforts to cause their respective directors, officers, employees and Representatives to cooperate, in the defense of such stockholder litigation.

Transaction Litigation. From and after the date of this Agreement until the earlier of the Acquisition Merger Closing or termination of this Agreement in accordance with its terms, HCMSPAC, on the one hand, and the Murano PartiesCompany, on the other hand, shall each notify the other in writing promptly after learning of any shareholder demand (or threat thereof) or stockholder demands, other shareholder claim, action, suit, audit, examination, arbitration, mediation, inquiry, Legal Proceeding, or investigation, whether or not before any Governmental Authority stockholder Actions (including derivative claims), ) or Actions brought by any third-party relating to this Agreement, any related agreements or any of the transactions contemplated hereby matters relating thereto (collectively, the “Transaction Litigation”) commenced or to the knowledge of HCM or the Murano Partiesagainst, as applicable, threatened in writing against (a) in the case of HCM, HCMSPAC, any of HCM’s controlled Affiliates SPAC or its Subsidiaries or any of their respective officers, directors, employees or shareholders Representatives (in their capacity as such) a Representative of SPAC or (b) any of its Subsidiaries), or, in the case of the Murano Parties, the Murano PartiesCompany, any of their the Company or its Subsidiaries or controlled Affiliates or any of their respective officers, directors, employees or shareholders Representatives (in their capacity as sucha Representative of the Company or any of its Subsidiaries). HCM SPAC and the Murano Parties Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation and (iv) reasonably cooperate with each other with respect to any Transaction Litigationother; provided, however, that in no event shall (x) the Murano Parties, SPAC or any of their Affiliates its Subsidiaries or any of their respective officers, directors or employees Representatives settle or compromise any Transaction Litigation without the prior written consent of HCM the Company (not to be unreasonably withheld, conditioned or delayed) ), or (y) HCM, the Company or any of HCM’s Affiliates its Subsidiaries any or any of their respective officers, directors or employees Representatives settle or compromise any Transaction Litigation without the Company’s prior written consent of SPAC (not to be unreasonably withheld, conditioned or delayed).

Transaction Litigation. From and after the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its terms, HCMQell and Holdco, on the one hand, and the Murano PartiesCompany, on the other hand, shall each notify the other in writing promptly after learning of any shareholder demand (or threat thereof) demands or other shareholder claim, action, suit, audit, examination, arbitration, mediation, inquiry, Legal Proceeding, or investigation, whether or not before any Governmental Authority Proceeding (including derivative claims), ) relating to this Agreement, any Ancillary Document or any of the transactions contemplated hereby matters relating thereto (collectively, the “Transaction Litigation”) commenced or to the knowledge of HCM or the Murano Partiesagainst, as applicable, threatened in writing against (a) in the case of HCMQell or Holdco, HCM, any of HCM’s controlled Affiliates it or any of their respective officers, directors, employees or shareholders its Representatives (in their capacity as sucha representative of Qell or Holdco) or (b) or, in the case of the Murano PartiesCompany, the Murano Parties, any of their Subsidiaries or controlled Affiliates it or any of their respective officers, directors, employees or shareholders its Representatives (in their capacity as sucha representative of the Company). HCM Qell and Holdco, on the one hand, and the Murano Parties Company, on the other hand, shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, Litigation and (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation Litigation. Notwithstanding the foregoing, subject to and (iv) reasonably cooperate with each without limiting the covenants and agreements, and the rights of the other with respect to party set forth in the immediately preceding sentence, Qell and Holdco shall control the negotiation, defense and settlement of any Transaction LitigationLitigation brought against Qell, Holdco or any of their Representatives and the Company shall control the negotiation, defense and settlement of any Transaction Litigation brought against the Company or any of its Representatives; provided, however, that in no event shall (x) the Murano Parties, any of their Affiliates Qell or Holdco or any of their respective officers, directors or employees Representatives settle or compromise any Transaction Litigation without the prior written consent of HCM the Company nor shall the Company settle or compromise any Transaction Litigation without the prior written consent of Qell (in each such case, the consent of Qell, Holdco or Company (as applicable) not to be unreasonably withheld, conditioned or delayed, provided that it shall be deemed to be reasonable for a party to withhold, condition or delay its consent if any such settlement or compromise (A) does not provide for a legally binding, full, unconditional and irrevocable release of such party and any Representative of such party that is the subject of such Transaction Litigation, (B) provides for (x) the payment of cash any portion of which is payable by such party or any Representative of such party or (y) HCMany non-monetary, any injunctive, equitable or similar relief against such party or (C) contains an admission of HCM’s Affiliates wrongdoing or lability by such party or any of their respective officers, directors or employees settle or compromise any Transaction Litigation without the Company’s prior written consent (not to be unreasonably withheld, conditioned or delayedits Representatives).

Transaction Litigation. From and after the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its terms, HCMHolicity, on the one hand, and the Murano PartiesCompany, on the other hand, shall each notify the other in writing promptly after learning of any shareholder demand (or threat thereof) stockholder demands or other shareholder claim, action, suit, audit, examination, arbitration, mediation, inquiry, Legal Proceeding, or investigation, whether or not before any Governmental Authority stockholder Actions (including derivative claims), ) relating to this Agreement, any Ancillary Agreement or any of the transactions contemplated hereby matters relating thereto (collectively, the “Transaction Litigation”) commenced or to the knowledge of HCM or the Murano Partiesagainst, as applicable, threatened in writing against (a) in the case of HCMHolicity, HCM, any of HCM’s controlled Affiliates it or any of their respective officers, directors, employees or shareholders its Representatives (in their capacity as sucha representative of Holicity) or (b) or, in the case of the Murano PartiesCompany, the Murano Parties, any of their Subsidiaries or controlled Affiliates it or any of their respective officers, directors, employees or shareholders its Representatives (in their capacity as sucha representative of the Company). HCM Holicity and the Murano Parties Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, Litigation and (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation Litigation. Notwithstanding the foregoing, subject to and (iv) reasonably cooperate with each without limiting the covenants and agreements, and the rights of the other with respect to party set forth in the immediately preceding sentence, Holicity shall control the negotiation, defense and settlement of any Transaction LitigationLitigation brought against Holicity or any of its Representatives and the Company shall control the negotiation, defense and settlement of any Transaction Litigation brought against the Company or any of its Representatives; provided, however, that in no event shall (x) the Murano Parties, any of their Affiliates either party or any of their respective officers, directors or employees Representatives settle or compromise any Transaction Litigation without the prior written consent of HCM the other party (not to be unreasonably withheld, conditioned or delayed, provided that it shall be deemed to be reasonable for the other party to withhold, condition or delay its consent if any such settlement or compromise (A) does not provide for a legally binding, full, unconditional and irrevocable release of the other party and any Representative of such party that is the subject of such Transaction Litigation, (B) provides for (x) the payment of cash any portion of which is payable by the other party or any Representative of such party or (y) HCMany non-monetary, any injunctive, equitable or similar relief against the other party or (C) contains an admission of HCM’s Affiliates wrongdoing or lability by the other party or any of their respective officers, directors or employees settle or compromise any Transaction Litigation without the Company’s prior written consent (not to be unreasonably withheld, conditioned or delayedits Representatives).

Transaction Litigation. From and after During the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its termsInterim Period, HCMCPUH, on the one hand, and the Murano PartiesCompany, on the other hand, shall each notify the other promptly after learning of any shareholder stockholder demand (or threat thereof) or other shareholder claim, action, suit, audit, examination, arbitration, mediation, inquiry, Legal stockholder Proceeding, investigation, examination or investigationinquiry, whether or not before any Governmental Authority Entity (including derivative claims), relating to this Agreement, or any of the transactions contemplated hereby (collectively, “Transaction Litigation”) commenced or, to the knowledge of CPUH or to the knowledge of HCM or the Murano PartiesCompany, as applicable, threatened in writing against (a) in the case of HCMCPUH, HCMCPUH, any of HCMCPUH’s controlled Affiliates or any of their respective officers, directors, employees Representatives or shareholders stockholders (in their capacity as such) ), or (b) in the case of the Murano PartiesCompany, the Murano PartiesCompany, any of their Subsidiaries or controlled the Company’s Affiliates or any of their respective officers, directors, employees Representatives or shareholders stockholders (in their capacity as such). HCM CPUH and the Murano Parties Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation Litigation, and (iv) reasonably cooperate with each other with respect to any Transaction Litigation; provided, however, that in no event shall (x) the Murano PartiesCompany, any of their the Company’s Affiliates or any of their respective officers, directors or employees Representatives settle or compromise any Transaction Litigation without the prior written consent of HCM CPUH (such consent not to be unreasonably withheld, conditioned or delayed) or (y) HCMCPUH, any of HCMCPUH’s Affiliates or any of their respective officers, directors or employees Representatives settle or compromise any Transaction Litigation without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed).

Transaction Litigation. From and after the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its terms, HCMDCRC, on the one hand, and the Murano PartiesCompany, on the other hand, shall each notify the other in writing promptly after learning of any shareholder demand (or threat thereof) stockholder demands or other shareholder claim, action, suit, audit, examination, arbitration, mediation, inquiry, Legal Proceeding, or investigation, whether or not before any Governmental Authority stockholder actions (including derivative claims), ) relating to this Agreement, any Ancillary Agreements or any of the transactions contemplated hereby matters relating thereto (collectively, the “Transaction Litigation”) commenced or to the knowledge of HCM or the Murano Partiesagainst, as applicable, threatened in writing against (a) in the case of HCM, HCMDCRC, any of HCM’s controlled Affiliates DCRC or any of their its respective officers, directors, employees or shareholders Representatives (in their capacity as sucha Representative of DCRC) or (b) or, in the case of the Murano Parties, the Murano Parties, any of their Subsidiaries or controlled Affiliates Company or any of their respective officers, directors, employees or shareholders its Representatives (in their capacity as sucha Representative of the Company). HCM DCRC and the Murano Parties Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation and (iv) reasonably cooperate with each other with respect to any Transaction Litigationother; provided, however, that in no event shall (x) the Murano Parties, any of their Affiliates DCRC or any of their its respective officers, directors or employees Representatives settle or compromise any Transaction Litigation without the prior written consent of HCM the Company (not to be unreasonably withheld, conditioned or delayed) ), or (y) HCM, any of HCM’s Affiliates or any of their respective officers, directors or employees Company Representatives settle or compromise any Transaction Litigation without the Company’s prior written consent of DCRC (not to be unreasonably withheld, conditioned or delayed).

Transaction Litigation. From and after the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its terms, HCMIIAC, on the one hand, and the Murano PartiesCompany, on the other hand, shall each notify the other in writing promptly after learning of any shareholder demand (or threat thereof) demands or other shareholder claim, action, suit, audit, examination, arbitration, mediation, inquiry, Legal Proceeding, or investigation, whether or not before any Governmental Authority Proceedings (including derivative claims), ) relating to this Agreement, any Ancillary Document or any of the transactions contemplated hereby matters relating thereto (collectively, the “Transaction Litigation”) commenced or to the knowledge of HCM or the Murano Partiesagainst, as applicable, threatened in writing against (a) in the case of HCMIIAC, HCMIIAC or any of its Representatives (in their capacity as a Representative of IIAC) or, in the case of the Company, any of HCM’s controlled Affiliates other Group Company or any of their respective officers, directors, employees or shareholders Representatives (in their capacity as such) or (b) in the case a Representative of the Murano Parties, the Murano Parties, any of their Subsidiaries or controlled Affiliates or any of their respective officers, directors, employees or shareholders (in their capacity as sucha Group Company). HCM IIAC and the Murano Parties Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation and (iv) reasonably cooperate with each other with respect to any such Transaction Litigation. Subject to the Company’s compliance with, and the rights of IIAC set forth in, the immediately preceding sentence, the Company shall control the negotiation, defense and settlement of any such Transaction Litigation commenced against the Company, Merger Sub or any of their respective Representatives (in their capacity as a representative of the Company or Merger Sub, as applicable); provided, however, that in no event shall (x) the Murano Parties, any of their Affiliates Company or any of their respective officers, directors or employees its Representatives settle or compromise any Transaction Litigation without the prior written consent of HCM (not to be unreasonably withheld, conditioned or delayed) or (y) HCM, any of HCM’s Affiliates or any of their respective officers, directors or employees settle or compromise any Transaction Litigation without the Company’s prior written consent IIAC (not to be unreasonably withheld, conditioned or delayed). Subject to IIAC’s compliance with, and the rights of the Company set forth in, the second preceding sentence, IIAC shall control the negotiation, defense and settlement of any such Transaction Litigation commenced against IIAC or any of its Representatives (in their capacity as a representative of IIAC); provided, however, that in no event shall IIAC or any of its Representatives settle or compromise any Transaction Litigation without the prior written consent of the Company (not to be unreasonably withheld, conditioned or delayed), unless such settlement (other than immaterial, procedural or ministerial matters or matters ancillary to the following clauses (A) and (B)) is limited to (A) supplemental disclosures furnished to or filed with the SEC and related to the transactions contemplated by this Agreement or the Ancillary Documents or (B) monetary payments that are not materially in excess of the amounts otherwise covered under the insurance policies of IIAC (for this purpose ignoring any deductible, retention or similar amounts thereunder), in which case, the prior written consent of the Company shall not be required.

Transaction Litigation. From and after the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, HCMSPAC, on the one hand, and the Murano PartiesCompany, on the other hand, shall each notify the other in writing promptly after learning of any shareholder demand (or threat thereof) stockholder demands or other shareholder claim, action, suit, audit, examination, arbitration, mediation, inquiry, or stockholder Legal Proceeding, or investigation, whether or not before any Governmental Authority Proceedings (including derivative claims), ) relating to this Agreement, any other Transaction Agreement or any of the transactions contemplated hereby other matters relating thereto (collectively, “Transaction Litigation”) commenced or to the knowledge of HCM or the Murano Partiesagainst, as applicable, threatened in writing against (a) in the case of HCMSPAC, HCMit, any its Affiliates or their respective Representatives (in their capacity as Representatives) or, in the case of HCM’s controlled the Company, it, its Affiliates or any of their respective officers, directors, employees or shareholders Representatives (in their capacity as such) or (b) in the case of the Murano Parties, the Murano Parties, any of their Subsidiaries or controlled Affiliates or any of their respective officers, directors, employees or shareholders (in their capacity as suchRepresentatives). HCM SPAC and the Murano Parties Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, and (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation Litigation. Notwithstanding the foregoing, subject to and (iv) reasonably cooperate with each without limiting the covenants and agreements, and the rights of the other with respect to Party set forth in the immediately preceding sentence, SPAC or its Affiliates shall control the negotiation, defense and settlement of any Transaction LitigationLitigation brought against SPAC or its Affiliates or any of their respective Representatives, and the Company or its Affiliates shall control the negotiation, defense and settlement of any Transaction Litigation brought against the Company or its Affiliates or any of their respective Representatives; provided, however, that prior to the Closing in no event shall (x) the Murano Partieseither Party, any of their Affiliates its Affiliates, or any of their respective officers, directors or employees Representatives settle or compromise any Transaction Litigation without the prior written consent of HCM (not to be unreasonably withheld, conditioned or delayed) or (y) HCM, any of HCM’s Affiliates or any of their respective officers, directors or employees settle or compromise any Transaction Litigation without the Company’s prior written consent other Party (not to be unreasonably withheld, conditioned or delayed).

Transaction Litigation. From and after the date of this Agreement until Until the earlier of the Closing or and the termination of this Agreement in accordance with its terms, HCMthe Carmell Parties, on the one hand, and the Murano PartiesCompany, on the other hand, shall each notify the other promptly after learning of any shareholder stockholder demand (or threat thereof) or other shareholder stockholder Proceeding, claim, actioninvestigation, suit, audit, examination, arbitration, mediation, examination or inquiry, Legal Proceeding, or investigation, whether or not before any Governmental Authority Entity (including derivative claims), relating to this Agreement, or any of the transactions contemplated hereby (collectively, “Transaction Litigation”) commenced or, to the knowledge of the Carmell Parties or to the knowledge of HCM or the Murano PartiesCompany, as applicable, threatened in writing against (a) in the case of HCMthe Carmell Parties, HCMthe Carmell Parties, any of HCM’s controlled their Affiliates or any of their respective officers, directors, employees Representatives or shareholders stockholders (in their capacity as such) or (b) in the case of the Murano PartiesCompany, the Murano PartiesCompany, any of their Subsidiaries or the Company’s controlled Affiliates or any of their respective officers, directors, employees Representatives or shareholders stockholders (in their capacity as such). HCM The Carmell Parties and the Murano Parties Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation Litigation, and (iv) reasonably cooperate with each other with respect to any Transaction Litigation; provided, however, that in no event shall (x) the Murano PartiesCompany, any of their the Company’s Affiliates or any of their respective officers, directors or employees settle or compromise any Transaction Litigation without the prior written consent of HCM Xxxxxxx (such consent not to be unreasonably withheld, conditioned or delayed) or (y) HCMthe Carmell Parties, any of HCM’s their Affiliates or any of their respective officers, directors or employees Representatives settle or compromise any Transaction Litigation without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed).

Transaction Litigation. From and after the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its terms, HCMParent, on the one hand, and the Murano PartiesCompany, on the other hand, shall each notify the other promptly after learning of any shareholder stockholder demand (or threat thereof) or other shareholder stockholder claim, action, suit, audit, examination, arbitration, mediation, inquiry, Legal ProceedingAction, or investigation, whether or not before any Governmental Authority (including derivative claims), relating to this Agreement, or any of the transactions contemplated hereby (collectively, “Transaction Litigation”) commenced or to the knowledge Knowledge of HCM Parent or the Murano PartiesCompany, as applicable, threatened in writing against (ax) in the case of HCMParent, HCMParent, any of HCMParent’s controlled Affiliates or any of their respective officers, directors, employees or shareholders stockholders (in their capacity as such) or (by) in the case of the Murano PartiesCompany, the Murano PartiesCompany, any of their the Company’s Subsidiaries or controlled Affiliates or any of their respective officers, directors, employees or shareholders stockholders (in their capacity as such). HCM Parent and the Murano Parties Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation and (iv) reasonably cooperate with each other with respect to any Transaction Litigation; provided, however, that in no event shall (x) the Murano PartiesCompany, any of their the Company’s Affiliates or any of their respective officers, directors or employees settle or compromise any Transaction Litigation without the prior written consent of HCM Parent (not to be unreasonably withheld, conditioned or delayed) or (y) HCMParent, any of HCMParent’s Affiliates or any of their respective officers, directors or employees settle or compromise any Transaction Litigation without the Company’s prior written consent (not to be unreasonably withheld, conditioned or delayed).

Transaction Litigation. From and after During the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its termsInterim Period, HCMDYNS, on the one hand, and the Murano PartiesCompany, on the other hand, shall each notify the other promptly after learning of any shareholder stockholder demand (or threat thereof) or other shareholder stockholder Proceeding, claim, actioninvestigation, suit, audit, examination, arbitration, mediation, examination or inquiry, Legal Proceeding, or investigation, whether or not before any Governmental Authority Entity (including derivative claims), relating to this Agreement, or any of the transactions contemplated hereby (collectively, “Transaction Litigation”) commenced or, to the knowledge of DYNS or to the knowledge of HCM or the Murano PartiesCompany, as applicable, threatened in writing against (a) in the case of HCMDYNS, HCMDYNS, any of HCMDYNS’s controlled Affiliates or any of their respective officers, directors, employees Representatives or shareholders stockholders (in their capacity as such) ), or (b) in the case of the Murano PartiesCompany, the Murano PartiesCompany, any of their Subsidiaries or controlled the Company’s Affiliates or any of their respective officers, directors, employees Representatives or shareholders stockholders (in their capacity as such). HCM DYNS and the Murano Parties Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation Litigation, and (iv) reasonably cooperate with each other with respect to any Transaction Litigation; provided, however, that in no event shall (x) the Murano PartiesCompany, any of their the Company’s Affiliates or any of their respective officers, directors or employees Representatives settle or compromise any Transaction Litigation without the prior written consent of HCM DYNS (such consent not to be unreasonably withheld, conditioned or delayed) or (y) HCMDYNS, any of HCMDYNS’s Affiliates or any of their respective officers, directors or employees Representatives settle or compromise any Transaction Litigation without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed).

Transaction Litigation. From and after the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its terms, HCMCascadia, on the one hand, and the Murano PartiesCompany, on the other hand, shall each notify the other in writing promptly after learning of any shareholder demand (or threat thereof) demands or other shareholder claim, action, suit, audit, examination, arbitration, mediation, inquiry, Legal Proceeding, or investigation, whether or not before any Governmental Authority Proceedings (including derivative claims), ) relating to this Agreement, any Ancillary Document or any of the transactions contemplated hereby matters relating thereto (collectively, the “Transaction Litigation”) commenced or to the knowledge of HCM or the Murano Partiesagainst, as applicable, threatened in writing against (a) in the case of HCM, HCMCascadia, any of HCM’s controlled Affiliates the Cascadia Parties or any of their respective officers, directors, employees or shareholders Representatives (in their capacity as sucha Representative of a Cascadia Party) or (b) or, in the case of the Murano Parties, the Murano PartiesCompany, any of their Subsidiaries or controlled Affiliates other Group Company or any of their respective officers, directors, employees or shareholders Representatives (in their capacity as sucha Representative of a Group Company). HCM Cascadia and the Murano Parties Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation and (iv) reasonably cooperate with each other with respect to any Transaction Litigationother; provided, however, that in no event shall (x) the Murano PartiesCascadia, any of their Affiliates other Cascadia Party or any of their respective officers, directors or employees Representatives settle or compromise any Transaction Litigation without the prior written consent of HCM the Company (not to be unreasonably withheld, conditioned or delayed) ), or (y) HCM, any of HCM’s Affiliates Group Company or any of their respective officers, directors or employees Representatives settle or compromise any Transaction Litigation without the Company’s prior written consent of Cascadia (not to be unreasonably withheld, conditioned or delayed).

Transaction Litigation. From and after Seller shall control the date defense of this Agreement until the earlier Action brought by stockholders of the Closing or termination of this Agreement in accordance with its terms, HCM, on the one hand, and the Murano Parties, on the other hand, shall each notify the other promptly after learning of any shareholder demand (or threat thereof) or other shareholder claim, action, suit, audit, examination, arbitration, mediation, inquiry, Legal Proceeding, or investigation, whether or not before any Governmental Authority (including derivative claims), relating to this Agreement, Seller or any of their Affiliates against Seller, Company, Purchaser and/or their directors or officers relating to the transactions contemplated hereby by the Transaction Documents (collectively, “Transaction Litigation”) commenced or to the knowledge of HCM or the Murano Parties, as applicable, threatened in writing against (a) in to be commenced, after the case of HCMdate hereof; provided, HCMhowever, any of HCM’s controlled Affiliates or any of their respective officers, directors, employees or shareholders (in their capacity as such) or (b) in the case of the Murano Parties, the Murano Parties, any of their Subsidiaries or controlled Affiliates or any of their respective officers, directors, employees or shareholders (in their capacity as such). HCM and the Murano Parties shall each that Seller (i) shall promptly provide Purchaser with copies of all written proceedings relating to such Transaction Litigation and keep the other Purchaser reasonably informed regarding any Transaction Litigationwith respect to the status thereof, (ii) if Purchaser or any of its Affiliates are party to such Transaction Litigation, give the other Purchaser the opportunity to, subject to the entry into a joint defense agreement with terms mutually agreeably to the parties and at its own cost and Purchaser’s expense, participate in the defense, settlement and compromise or prosecution of any such Transaction Litigation and utilizing counsel reasonably cooperate with the other in connection with the defense, settlement agreeable to both Purchaser and compromise of any such Transaction LitigationSeller, (iii) shall consider in good faith Purchaser’s views and consult with Purchaser regarding the other’s advice with respect to defense or settlement of any such Transaction Litigation and (iv) reasonably cooperate with each other with respect shall not compromise, settle, come to any Transaction Litigation; providedan arrangement regarding or agree to compromise, however, that in no event shall (x) the Murano Parties, any of their Affiliates or any of their respective officers, directors or employees settle or compromise come to an arrangement regarding any Transaction Litigation in a manner that imposes any material Liability on Purchaser or the Company after the Closing (excluding any settlement solely for monetary damages to be paid by Seller) without the prior written consent of HCM Purchaser (which consent shall not to be unreasonably withheld, conditioned or delayed) or (y) HCM, any of HCM’s Affiliates or any of their respective officers, directors or employees settle or compromise any Transaction Litigation without the Company’s prior written consent (not to be unreasonably withheld, conditioned or delayed).

Transaction Litigation. From and after the date of this Agreement Execution Date until the earlier of the Closing or termination of this Agreement in accordance with its terms, HCMAltimar, on the one hand, and the Murano PartiesFathom, on the other hand, shall each notify the other in writing promptly after learning of any shareholder demand (or threat thereof) or demands, other shareholder claim, action, suit, audit, examination, arbitration, mediation, inquiry, Legal Proceeding, or investigation, whether or not before any Governmental Authority Actions (including derivative claims), ) or Actions brought by any third-party relating to this Agreement, any related agreements or any of the transactions contemplated hereby matters relating thereto (collectively, the “Transaction Litigation”) commenced or to the knowledge of HCM or the Murano Partiesagainst, as applicable, threatened in writing against (a) in the case of HCM, HCMthe Altimar, any of HCM’s controlled Affiliates Altimar or any of its Representatives (in their capacity as a Representative of Altimar or Fathom (in the case of any Action seeking to enjoin the Transactions), or, in the case of Fathom, any of Fathom or its Subsidiaries or any of their respective officers, directors, employees or shareholders Representatives (in their capacity as such) or (b) in the case a Representative of the Murano Parties, the Murano Parties, any of their Subsidiaries or controlled Affiliates Fathom or any of their respective officers, directors, employees or shareholders (in their capacity as suchits Subsidiaries). HCM Altimar and the Murano Parties Fathom shall each (ia) keep the other reasonably informed regarding any Transaction Litigation, (iib) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, (iiic) consider in good faith the other’s advice with respect to any such Transaction Litigation and (ivd) reasonably cooperate with each other with respect to any Transaction Litigationother; provided, however, that in no event shall (xi) the Murano Parties, any of their Affiliates Altimar or any of their respective officers, directors or employees its Representatives settle or compromise any Transaction Litigation without the prior written consent of HCM Fathom (not to be unreasonably withheld, conditioned or delayed) ), or (y) HCM, Fathom or of its Subsidiaries any of HCM’s Affiliates or any Table of Contents of their respective officers, directors or employees Representatives settle or compromise any Transaction Litigation without the Company’s prior written consent of Altimar (not to be unreasonably withheld, conditioned or delayed).

Transaction Litigation. From and after the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its terms, HCMSSMP, on the one hand, and the Murano PartiesCompany, on the other hand, shall each notify the other in writing promptly after learning of any shareholder demand (or threat thereof) stockholder demands or other shareholder claim, action, suit, audit, examination, arbitration, mediation, inquiry, stockholder Legal Proceeding, or investigation, whether or not before any Governmental Authority Proceedings (including derivative claims), ) relating to this Agreement, Agreement or any of the transactions contemplated hereby Contemplated Transactions (collectively, “Transaction Litigation”) commenced or to the knowledge of HCM or the Murano Partiesagainst, as applicable, threatened in writing against (a) in the case of HCM, HCMSSMP, any of HCM’s controlled Affiliates SSMP, Merger Sub or any of their respective officers, directors, employees or shareholders Representatives (in their capacity as sucha Representative of SSMP or Merger Sub) or (b) or, in the case of the Murano PartiesCompany, the Murano Parties, any of their Subsidiaries or controlled Affiliates Company or any of their respective officers, directors, employees or shareholders its Representatives (in their capacity as sucha Representative of the Company). HCM Without limiting Section 1.9, SSMP and the Murano Parties Company shall each (ia) keep the other reasonably informed regarding any Transaction Litigation, (iib) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, (iiic) consider in good faith the other’s advice with respect to any such Transaction Litigation and (ivd) reasonably cooperate with each other with respect to any Transaction Litigationother; provided, however, that in no event shall (x) the Murano PartiesSSMP, any of their Affiliates Merger Sub or any of their respective officers, directors or employees Representatives settle or compromise any Transaction Litigation without the prior written consent of HCM the Company (not to be unreasonably withheld, conditioned or delayed) ), or (y) HCM, any of HCM’s Affiliates the Company or any of their respective officers, directors or employees its representatives settle or compromise any Transaction Litigation without the Company’s prior written consent of SSMP (not to be unreasonably withheld, conditioned or delayed).

Transaction Litigation. From and after During the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its termsInterim Period, HCMSPAC, on the one hand, and the Murano PartiesCompany, on the other hand, shall each notify the other promptly after learning of any shareholder stockholder demand (or threat thereof) or other shareholder stockholder Proceeding, claim, actioninvestigation, suit, audit, examination, arbitration, mediation, examination or inquiry, Legal Proceeding, or investigation, whether or not before any Governmental Authority Entity (including derivative claims), relating to this Agreement, or any of the transactions contemplated hereby (collectively, “Transaction Litigation”) commenced or, to the knowledge of SPAC or to the knowledge of HCM or the Murano PartiesCompany, as applicable, threatened in writing against (a) in the case of HCMSPAC, HCMSPAC, any of HCMSPAC’s controlled Affiliates or any of their respective officers, directors, employees Representatives or shareholders stockholders (in their capacity as such) ), or (b) in the case of the Murano PartiesCompany, the Murano PartiesCompany, any of their Subsidiaries or controlled the Company’s Affiliates or any of their respective officers, directors, employees Representatives or shareholders stockholders (in their capacity as such). HCM SPAC and the Murano Parties Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation Litigation, and (iv) reasonably cooperate with each other with respect to any Transaction Litigation; provided, however, that in no event shall (x) the Murano PartiesCompany, any of their the Company’s Affiliates or any of their respective officers, directors or employees Representatives settle or compromise any Transaction Litigation without the prior written consent of HCM SPAC (such consent not to be unreasonably withheld, conditioned or delayed) or (y) HCMSPAC, any of HCMSPAC’s Affiliates or any of their respective officers, directors or employees Representatives settle or compromise any Transaction Litigation without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed).

Transaction Litigation. From and after the date of this Agreement until the earlier of the Closing or and the termination of this Agreement in accordance with its terms, HCMALPA, on the one hand, and the Murano PartiesCompany, on the other hand, shall each notify the other promptly after learning of any shareholder stockholder demand (or threat thereof) or other shareholder stockholder Proceeding, claim, actioninvestigation, suit, audit, examination, arbitration, mediation, examination or inquiry, Legal Proceeding, or investigation, whether or not before any Governmental Authority Entity (including derivative claims), relating to this Agreement, or any of the transactions contemplated hereby (collectively, “Transaction Litigation”) commenced or, to the knowledge of ALPA or to the knowledge of HCM or the Murano PartiesCompany, as applicable, threatened in writing against (a) in the case of HCMALPA, HCMALPA, any of HCMALPA’s controlled Affiliates or any of their respective officers, directors, employees Representatives or shareholders stockholders (in their capacity as such) or (b) in the case of the Murano PartiesCompany, the Murano PartiesCompany, any of their Subsidiaries or the Company’s controlled Affiliates or any of their respective officers, directors, employees Representatives or shareholders stockholders (in their capacity as such). HCM ALPA and the Murano Parties Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation Litigation, and (iv) reasonably cooperate with each other with respect to any Transaction Litigation; provided, however, that in no event shall (x) the Murano PartiesCompany, any of their the Company’s Affiliates or any of their respective officers, directors or employees settle or compromise any Transaction Litigation without the prior written consent of HCM ALPA (such consent not to be unreasonably withheld, conditioned or delayed) or (y) HCMALPA, any of HCMALPA’s Affiliates or any of their respective officers, directors or employees Representatives settle or compromise any Transaction Litigation without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed).

Transaction Litigation. From and after the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its terms, HCMCBAH, on the one hand, and the Murano PartiesCompany, on the other hand, shall each notify the other in writing promptly after learning of any shareholder demand (or threat thereof) stockholder demands or other shareholder claim, action, suit, audit, examination, arbitration, mediation, inquiry, Legal Proceeding, or investigation, whether or not before any Governmental Authority stockholder Actions (including derivative claims), ) relating to this Agreement, any Ancillary Agreement or any of the transactions contemplated hereby matters relating thereto (collectively, the “Transaction Litigation”) commenced or to the knowledge of HCM or the Murano Partiesagainst, as applicable, threatened in writing against (a) in the case of HCMCBAH, HCM, any of HCM’s controlled Affiliates it or any of their respective officers, directors, employees or shareholders its Representatives (in their capacity as sucha representative of CBAH) or (b) or, in the case of the Murano PartiesCompany, the Murano Partiesit, any of their its Subsidiaries or controlled Affiliates or any of their respective officers, directors, employees or shareholders its Representatives (in their capacity as sucha representative of the Company). HCM CBAH and the Murano Parties Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, Litigation and (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation Litigation. Notwithstanding the foregoing, subject to and (iv) reasonably cooperate with each without limiting the covenants and agreements, and the rights of the other with respect to party set forth in the immediately preceding sentence, CBAH shall control the negotiation, defense and settlement of any Transaction LitigationLitigation brought against CBAH or any of its Representatives and the Company shall control the negotiation, defense and settlement of any Transaction Litigation brought against the Company or any of its Representatives; provided, however, that prior to Closing in no event shall (x) the Murano Parties, any of their Affiliates either party or any of their respective officers, directors or employees Representatives settle or compromise any Transaction Litigation without the prior written consent of HCM (not to be unreasonably withheld, conditioned or delayed) or (y) HCM, any of HCM’s Affiliates or any of their respective officers, directors or employees settle or compromise any Transaction Litigation without the Company’s prior written consent other party (not to be unreasonably withheld, conditioned or delayed).

Transaction Litigation. From and after In the date of this Agreement until the earlier of the Closing event that any litigation or termination of this Agreement in accordance with its terms, HCM, on the one hand, and the Murano Parties, on the other hand, shall each notify the other promptly after learning of any shareholder demand (or threat thereof) or other shareholder claim, action, suit, audit, examination, arbitration, mediation, inquiry, Legal Proceeding, or investigation, whether or not before any Governmental Authority (including derivative claims), relating Proceeding related to this Agreement, the Transactions or any of the other transactions contemplated hereby by this Agreement (collectively, “Transaction Litigation”) commenced or is brought, or, to the knowledge Knowledge of HCM Sabine Investor Holdings or the Murano Parties, as applicableForest, threatened in writing writing, against (a) in a party and/or the case of HCM, HCM, any of HCM’s controlled Affiliates or any of their respective officers, directors, employees or shareholders (in their capacity as such) or (b) in the case members of the Murano Partiesparty’s board of directors prior to the Effective Time, such party against which the Murano Parties, any litigation or Proceeding has been brought or which has knowledge of their Subsidiaries or controlled Affiliates or any of their respective officers, directors, employees or shareholders (in their capacity as such). HCM and the Murano Parties such threat shall each (i) keep promptly notify the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise party of any such Transaction Litigation and reasonably cooperate with shall keep the other party reasonably informed with respect to the status thereof. Subject to the fiduciary duties of the board of directors of such party, each of Sabine Investor Holdings and Forest shall give the other party the opportunity to participate in connection with the defensedefense or settlement of any Transaction Litigation (other than any litigation or settlement where the interests of Sabine Investor Holdings or its Affiliates are adverse to those of Forest or its Affiliates), settlement and neither Sabine Investor Holdings nor Forest shall settle, compromise, come to an arrangement regarding or agree to settle, compromise of or come to an arrangement regarding any such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation and (iv) reasonably cooperate with each other with respect to any Transaction Litigation; provided, however, that in no event shall (x) the Murano Parties, any of their Affiliates or any of their respective officers, directors or employees settle or compromise any Transaction Litigation without the prior written consent of HCM (not to be unreasonably withheld, conditioned or delayed) or (y) HCM, any of HCM’s Affiliates or any of their respective officers, directors or employees settle or compromise any Transaction Litigation without the Companyother party’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that Sabine Investor Holdings may settle any Transaction Litigation without the prior written consent of Forest if such settlement provides (a) for a complete release of the claims, if any, related to or against Forest and all directors and officers of Forest and (b) that the sole remedy shall be monetary damages not to exceed $20,000,000.

Transaction Litigation. From Each party shall promptly (and after the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its termsany event, HCM, on the one hand, and the Murano Parties, on the other hand, shall each within two (2) Business Days) notify the other promptly after learning parties hereto in writing of any shareholder demand (Proceedings brought or threat thereof) threatened in writing by any stockholder of the Company or any other Person against it, its affiliates or its or their directors or executive officers or other shareholder claim, action, suit, audit, examination, arbitration, mediation, inquiry, Legal Proceeding, or investigation, whether or not before any Governmental Authority (including derivative claims), Representatives relating to this Agreement, the Offer, the Merger or any of the other transactions contemplated hereby (collectively, “Transaction Litigation”) commenced or to the knowledge of HCM or the Murano Parties, as applicable, threatened in writing against (a) in the case of HCM, HCM, any of HCM’s controlled Affiliates or any of their respective officers, directors, employees or shareholders (in their capacity as such) or (b) in the case of the Murano Parties, the Murano Parties, any of their Subsidiaries or controlled Affiliates or any of their respective officers, directors, employees or shareholders (in their capacity as such). HCM by this Agreement and the Murano Parties shall each (i) keep the other parties hereto informed on a reasonably informed regarding any Transaction Litigation, current basis with respect to the status thereof (ii) including by promptly furnishing to the other parties hereto and their Representatives such information relating to such Proceedings as may be reasonably requested). Each party shall give the other parties hereto the opportunity to, at its own cost and expense, to participate in (but not control) the defense, defense or settlement and compromise of any such Transaction Litigation and reasonably cooperate with Proceeding against it, its affiliates or its or their directors or officers or other Representatives relating to this Agreement, the Offer, the Merger or the other in connection with the defense, settlement transactions contemplated by this Agreement and compromise of any shall give due consideration to such Transaction Litigation, (iii) consider in good faith the other’s other parties’ advice with respect to such Proceeding and the Company shall not settle or agree to settle any such Transaction Litigation and (iv) reasonably cooperate with each other with respect to any Transaction Litigation; provided, however, that in no event shall (x) the Murano Parties, any of their Affiliates or any of their respective officers, directors or employees settle or compromise any Transaction Litigation Proceeding without the prior written consent of HCM (not to be unreasonably withheld, conditioned or delayed) or (y) HCM, any of HCM’s Affiliates or any of their respective officers, directors or employees settle or compromise any Transaction Litigation without the CompanyParent’s prior written consent (which shall not to be unreasonably withheld, conditioned delayed or delayedconditioned). Without Parent’s prior written consent, the Company shall not (i) waive any provision of the Company Organizational Documents providing for the Court of Chancery of the State of Delaware as the exclusive forum for any such Proceeding or (ii) consent to the selection of an alternative forum other than the Court of Chancery of the State of Delaware for any such Proceeding. For purposes of this Section 5.14, “participate” means that the non-litigating party will be kept apprised by the litigating party of proposed strategy and other significant decisions with respect to the stockholder litigation or Proceedings contemplated by this Section 5.14 (to the extent that the attorney-client privilege between the litigating party and its counsel is not undermined or otherwise affected; provided, that the litigating party shall inform the other party of the general nature of the information being withheld and, upon such other party’s request, reasonably cooperate with such other party to provide such information, in whole or in part, to the extent and in a manner that would not result in any of the foregoing outcomes), and the non-litigating party may offer comments or suggestions with respect to such stockholder litigation or Proceedings but will not be afforded any decision-making power or other authority over such stockholder litigation or Proceedings.

Transaction Litigation. From and after the date of this Agreement Original Effective Date until the earlier of the Acquisition Merger Closing or termination of this Agreement in accordance with its terms, HCMSPAC, on the one hand, and the Murano PartiesCompany, on the other hand, shall each notify the other in writing promptly after learning of any shareholder demand (or threat thereof) or stockholder demands, other shareholder claim, action, suit, audit, examination, arbitration, mediation, inquiry, Legal Proceeding, or investigation, whether or not before any Governmental Authority stockholder Actions (including derivative claims), ) or Actions brought by any third-party relating to this Agreement, any related agreements or any of the transactions contemplated hereby matters relating thereto (collectively, the “Transaction Litigation”) commenced or to the knowledge of HCM or the Murano Partiesagainst, as applicable, threatened in writing against (a) in the case of HCM, HCMSPAC, any of HCM’s controlled Affiliates SPAC or its Subsidiaries or any of their respective officers, directors, employees or shareholders Representatives (in their capacity as such) a Representative of SPAC or (b) any of its Subsidiaries), or, in the case of the Murano Parties, the Murano PartiesCompany, any of their the Company or its Subsidiaries or controlled Affiliates or any of their respective officers, directors, employees or shareholders Representatives (in their capacity as sucha Representative of the Company or any of its Subsidiaries). HCM SPAC and the Murano Parties Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation and (iv) reasonably cooperate with each other with respect to any Transaction Litigationother; provided, however, that in no event shall (x) the Murano Parties, SPAC or any of their Affiliates its Subsidiaries or any of their respective officers, directors or employees Representatives settle or compromise any Transaction Litigation without the prior written consent of HCM the Company (not to be unreasonably withheld, conditioned or delayed) ), or (y) HCM, the Company or any of HCM’s Affiliates its Subsidiaries any or any of their respective officers, directors or employees Representatives settle or compromise any Transaction Litigation without the Company’s prior written consent of SPAC (not to be unreasonably withheld, conditioned or delayed).

Transaction Litigation. From Each party shall promptly (and after the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its termsany event, HCM, on the one hand, and the Murano Parties, on the other hand, shall each within two (2) Business Days) notify the other promptly after learning parties hereto in writing of any shareholder demand (Proceedings brought or threat thereof) threatened in writing by any stockholder of the Company or any other Person against it, its affiliates or its or their directors or executive officers or other shareholder claim, action, suit, audit, examination, arbitration, mediation, inquiry, Legal Proceeding, or investigation, whether or not before any Governmental Authority (including derivative claims), Representatives relating to this Agreement, the Merger or any of the other transactions contemplated hereby (collectively, “Transaction Litigation”) commenced or to the knowledge of HCM or the Murano Parties, as applicable, threatened in writing against (a) in the case of HCM, HCM, any of HCM’s controlled Affiliates or any of their respective officers, directors, employees or shareholders (in their capacity as such) or (b) in the case of the Murano Parties, the Murano Parties, any of their Subsidiaries or controlled Affiliates or any of their respective officers, directors, employees or shareholders (in their capacity as such). HCM by this Agreement and the Murano Parties shall each (i) keep the other parties hereto informed on a reasonably informed regarding any Transaction Litigation, current basis with respect to the status thereof (ii) including by promptly furnishing to the other parties hereto and their Representatives such information relating to such Proceedings as may be reasonably requested). Each party shall give the other parties hereto the opportunity to, at its own cost and expense, to participate in (but not control) the defense, defense or settlement and compromise of any such Transaction Litigation and reasonably cooperate with Proceeding against it, its affiliates or its or their directors or officers or other Representatives relating to this Agreement, the Merger or the other in connection with the defense, settlement transactions contemplated by this Agreement and compromise of any shall give due consideration to such Transaction Litigation, (iii) consider in good faith the other’s other parties’ advice with respect to such Proceeding and the Company shall not settle or agree to settle any such Transaction Litigation and (iv) reasonably cooperate with each other with respect to any Transaction Litigation; provided, however, that in no event shall (x) the Murano Parties, any of their Affiliates or any of their respective officers, directors or employees settle or compromise any Transaction Litigation Proceeding without the prior written consent of HCM (not to be unreasonably withheld, conditioned or delayed) or (y) HCM, any of HCM’s Affiliates or any of their respective officers, directors or employees settle or compromise any Transaction Litigation without the CompanyParent’s prior written consent (which shall not to be unreasonably withheld, conditioned delayed or delayedconditioned). For purposes of this Section 5.14, “participate” means that the non-litigating party will be kept apprised by the litigating party of proposed strategy and other significant decisions with respect to the stockholder litigation or Proceedings contemplated by this Section 5.14 (to the extent that the attorney-client privilege between the litigating party and its counsel is not undermined or otherwise affected, provided, that the litigating party shall inform the other party of the general nature of the information being withheld and, upon such other party’s request, reasonably cooperate with such other party to provide such information, in whole or in part, to the extent and in a manner that would not result in any of the foregoing outcomes), and the non-litigating party may offer comments or suggestions with respect to such stockholder litigation or Proceedings but will not be afforded any decision-making power or other authority over such stockholder litigation or Proceedings.

Transaction Litigation. From and after the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its terms, HCMAcquiror, on the one hand, and the Murano PartiesCompany, on the other hand, shall each notify the other in writing promptly after learning of any shareholder demand (or threat thereof) demands or other shareholder claim, action, suit, audit, examination, arbitration, mediation, inquiry, Legal Proceeding, or investigation, whether or not before any Governmental Authority Actions (including derivative claims), ) relating to this Agreement, any Ancillary Agreement or any of the transactions contemplated hereby matters relating hereto or thereto (collectively, the “Transaction Litigation”) commenced or to the knowledge of HCM or the Murano Partiesagainst, as applicable, threatened in writing against (a) in the case of HCMAcquiror, HCMAcquiror, Merger Sub or any of HCM’s controlled Affiliates the Acquiror Related Parties or any of their respective officers, directors, employees or shareholders Representatives (in their capacity as sucha representative of Acquiror, Merger Sub or an Acquiror Related Party) or (b) or, in the case of the Murano PartiesCompany, the Murano PartiesCompany, any of their its Subsidiaries or controlled Affiliates or any of their respective officers, directors, employees or shareholders Representatives (in their capacity as sucha representative of Company or its Subsidiaries). HCM Acquiror and the Murano Parties Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, including by providing it with a reasonable opportunity to offer timely comments, suggestions or advice with respect to such Transaction Litigation and considering in good faith such timely comments, suggestions or advice with respect to such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation and (iv) reasonably cooperate with each other with respect to any Transaction Litigation; provided, however, that in other. In no event shall (x) the Murano PartiesAcquiror, Merger Sub, any of their Affiliates Acquiror Related Parties or any of their respective officers, directors or employees Representatives (acting in such capacity) settle or compromise any Transaction Litigation without the prior written consent of HCM the Company (not to be unreasonably unreasonable withheld, conditioned or delayed) or (y) HCM, any of HCM’s Affiliates or any of their respective officers, directors or employees the Company settle or compromise any Transaction Litigation without the Company’s prior written consent of Acquiror (not to be unreasonably unreasonable withheld, conditioned or delayed).

Transaction Litigation. From and after the date of this Original Agreement Date until the earlier of the Closing or termination of this Agreement in accordance with its terms, HCM, on the one hand, and the Murano Parties, on the other hand, shall each notify the other promptly after learning of any shareholder demand (or threat thereof) or other shareholder claim, action, suit, audit, examination, arbitration, mediation, inquiry, Legal Proceeding, or investigation, whether or not before any Governmental Authority (including derivative claims), relating to this Agreement, or any of the transactions contemplated hereby (collectively, “Transaction Litigation”) commenced or to the knowledge of HCM or the Murano Parties, as applicable, threatened in writing against (a) in the case of HCM, HCM, any of HCM’s controlled Affiliates or any of their respective officers, directors, employees or shareholders (in their capacity as such) or (b) in the case of the Murano Parties, the Murano Parties, any of their Subsidiaries or controlled Affiliates or any of their respective officers, directors, employees or shareholders (in their capacity as such). HCM and the Murano Parties shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation and (iv) reasonably cooperate with each other with respect to any Transaction Litigation; provided, however, that in no event shall (x) the Murano Parties, any of their Affiliates or any of their respective officers, directors or employees settle or compromise any Transaction Litigation without the prior written consent of HCM (not to be unreasonably withheld, conditioned or delayed) or (y) HCM, any of HCM’s Affiliates or any of their respective officers, directors or employees settle or compromise any Transaction Litigation without the Company’s prior written consent (not to be unreasonably withheld, conditioned or delayed).

Transaction Litigation. From and after During the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its termsInterim Period, HCMParent, on the one hand, and the Murano PartiesCompany, on the other hand, shall each notify the other Party promptly after learning of any shareholder demand (equity holder demand, or threat thereof) , or other shareholder claim, action, suit, auditequity holder Legal Proceeding, examination, arbitration, mediation, mediation or inquiry, Legal Proceeding, or investigation, whether or not before any Governmental Authority (and including derivative claims), relating to this Agreement, Agreement or any of the transactions contemplated hereby (collectively, “Transaction Litigation”) ), in any case commenced or to the knowledge of HCM Parent or the Murano PartiesCompany, as applicable, threatened in writing against (a) in the case of HCMParent, HCMParent, any of HCMParent’s controlled Affiliates or any of their respective officers, directors, employees managers, employees, stockholders or shareholders members (in their capacity as such) or (b) in the case of the Murano PartiesCompany, the Murano PartiesCompany, any of their Subsidiaries or the Company’s controlled Affiliates or any of their respective officers, directors, employees managers, employees, stockholders or shareholders members (in their capacity as such). HCM Parent and the Murano Parties Company shall each (i) keep the other Party reasonably informed regarding any Transaction Litigation, (ii) give the other Party the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other Party in connection with the defense, settlement and compromise of any such Transaction Litigation, (iii) consider in good faith the otherother Party’s advice with respect to any such Transaction Litigation and (iv) reasonably cooperate with each the other Party with respect to any Transaction Litigation; provided, however, that in . In no event shall (xA) the Murano PartiesCompany, any of their its controlled Affiliates or any of their respective officers, directors directors, managers, employees, stockholders or employees members settle or compromise any Transaction Litigation without the prior written consent of HCM (Parent, such consent not to be unreasonably withheld, conditioned or delayed) , or (yB) HCMParent, any of HCMParent’s controlled Affiliates or any of their respective officers, directors directors, managers, employees, stockholders or employees members settle or compromise any Transaction Litigation without the Company’s prior written consent, such consent (not to be unreasonably withheld, conditioned or delayed).

Transaction Litigation. From and after the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its terms, HCMAcquiror, on the one hand, and the Murano PartiesCompany, on the other hand, shall each notify the other in writing promptly after learning of any shareholder demand (or threat thereof) stockholder demands or other shareholder claim, action, suit, audit, examination, arbitration, mediation, inquiry, Legal Proceeding, or investigation, whether or not before any Governmental Authority stockholder actions (including derivative claims), ) relating to this Agreement, any Ancillary Agreements or any of the transactions contemplated hereby matters relating thereto (collectively, the “Transaction Litigation”) commenced or to the knowledge of HCM or the Murano Partiesagainst, as applicable, threatened in writing against (a) in the case of HCM, HCMAcquiror, any of HCM’s controlled Affiliates Acquiror or any of their its respective officers, directors, employees or shareholders Representatives (in their capacity as sucha Representative of Acquiror) or (b) or, in the case of the Murano Parties, the Murano PartiesCompany, any of their Subsidiaries or controlled Affiliates the Company or any of their respective officers, directors, employees or shareholders its Representatives (in their capacity as sucha Representative of the Company). HCM Acquiror and the Murano Parties Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation and (iv) reasonably cooperate with each other with respect to any Transaction Litigationother; provided, however, that in no event shall (x) the Murano Parties, any of their Affiliates Acquiror or any of their its respective officers, directors or employees Representatives settle or compromise any Transaction Litigation without the prior written consent of HCM the Company (not to be unreasonably withheld, conditioned or delayed) ), or (y) HCM, any of HCM’s Affiliates Company or any of their respective officers, directors or employees Representatives settle or compromise any Transaction Litigation without the Company’s prior written consent of Acquiror (not to be unreasonably withheld, conditioned or delayed).

Transaction Litigation. From and after the date of this Agreement until the earlier of the Closing or and the termination of this Agreement in accordance with its terms, HCMAHAC, on the one hand, and the Murano PartiesCompany, on the other hand, shall each notify the other promptly after learning of any shareholder stockholder demand (or threat thereof) or other shareholder stockholder Proceeding, claim, actioninvestigation, suit, audit, examination, arbitration, mediation, examination or inquiry, Legal Proceeding, or investigation, whether or not before any Governmental Authority Entity (including derivative claims), relating to this Agreement, or any of the transactions contemplated hereby (collectively, “Transaction Litigation”) commenced or, to the knowledge of AHAC or to the knowledge of HCM or the Murano PartiesCompany, as applicable, threatened in writing against (a) in the case of HCMAHAC, HCMAHAC, any of HCMAHAC’s controlled Affiliates or any of their respective officers, directors, employees Representatives or shareholders stockholders (in their capacity as such) or (b) in the case of the Murano PartiesCompany, the Murano PartiesCompany, any of their Subsidiaries or the Company’s controlled Affiliates or any of their respective officers, directors, employees Representatives or shareholders stockholders (in their capacity as such). HCM AHAC and the Murano Parties Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation Litigation, and (iv) reasonably cooperate with each other with respect to any Transaction Litigation; provided, however, that in no event shall (x) the Murano PartiesCompany, any of their the Company’s Affiliates or any of their respective officers, directors or employees settle or compromise any Transaction Litigation without the prior written consent of HCM AHAC (such consent not to be unreasonably withheld, conditioned or delayed) or (y) HCMAHAC, any of HCMAHAC’s Affiliates or any of their respective officers, directors or employees Representatives settle or compromise any Transaction Litigation without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed).

Transaction Litigation. From and after In the date of this Agreement until event any proceeding by any Governmental Entity or other Person is commenced or, to the earlier Knowledge of the Closing or termination of this Agreement in accordance with its terms, HCM, on the one hand, and the Murano Parties, on the other hand, shall each notify the other promptly after learning of any shareholder demand (or threat thereof) or other shareholder claim, action, suit, audit, examination, arbitration, mediation, inquiry, Legal Proceeding, or investigation, whether or not before any Governmental Authority (including derivative claims), relating to this Agreement, or any of the transactions contemplated hereby (collectively, “Transaction Litigation”) commenced Company or to the knowledge Knowledge of HCM or the Murano PartiesPurchaser, as applicable, threatened that questions the validity or legality of the transactions contemplated by this Agreement or seeks damages or injunctive relief in connection therewith, including stockholder litigation (“Transaction Litigation”), the Company or Purchaser, as applicable, shall promptly (and in any event, within one Business Day) notify the other party orally and in writing against (a) in the case of HCM, HCM, any of HCM’s controlled Affiliates or any of their respective officers, directors, employees or shareholders (in their capacity as such) or (b) in the case of the Murano Parties, the Murano Parties, any of their Subsidiaries or controlled Affiliates or any of their respective officers, directors, employees or shareholders (in their capacity as such). HCM and the Murano Parties shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with shall keep the other party reasonably informed with respect to the status thereof. The Company or Purchaser, as applicable, shall give the other party a reasonable opportunity to participate in connection with the defense, defense or settlement and compromise of any such Transaction Litigation, (iii) Litigation at the other party’s sole cost and expense and shall consider in good faith the otherother party’s advice with respect to any such Transaction Litigation and (iv) reasonably cooperate with each other with respect to any Transaction Litigation; provided, howeverthat the Company or Purchaser, that in no event as applicable, shall (x) the Murano Parties, not cease to defend any of their Affiliates or any of their respective officers, directors or employees settle or compromise any such Transaction Litigation without the prior written consent of HCM (the other party, which consent shall not to be unreasonably unreasonable withheld, conditioned or delayed) ; provided, further, that the Company or (y) HCMPurchaser, as applicable, shall not consent to the entry of any of HCM’s Affiliates judgment, offer or agree to settle, or take any of their respective officers, directors or employees settle or compromise any other material action with respect to such Transaction Litigation without the Company’s prior written consent (of the other party, which consent shall not to be unreasonably unreasonable withheld, conditioned or delayed). Without limiting in any way the parties’ obligations under Section 4.3, each of Purchaser and the Company shall cooperate, shall cause its Subsidiaries to cooperate and shall use its reasonable best efforts to cause its Representatives to cooperate in the defense against any Transaction Litigation.

Transaction Litigation. From and after the date of this Agreement until the earlier of the Closing or and the termination of this Agreement in accordance with its termsArticle 8, HCMAcquirer, on the one hand, and the Murano PartiesCompany, on the other hand, shall each notify the other promptly after learning of any shareholder demand (or threat thereof) or other shareholder claimProceeding brought on behalf of an Acquirer Stockholder or Company Stockholder, action, suit, audit, examination, arbitration, mediation, inquiry, Legal Proceeding, or investigationrespectively, whether or not before any Governmental Authority Entity (including derivative claims), relating to this Agreement, Agreement or any of the transactions contemplated hereby Transactions (collectively, “Transaction Litigation”) commenced or, to the knowledge of Acquirer or to the knowledge of HCM or the Murano PartiesCompany, as applicable, threatened in writing against (a) in the case of HCMAcquirer, HCMAcquirer, any of HCMAcquirer’s controlled Affiliates or any of their respective officers, directors, employees managers, employees, or shareholders stockholders or members (in their capacity as such) or (b) in the case of the Murano PartiesCompany, the Murano Partiesany Company Group Member, any of their Subsidiaries or the Company Group’s controlled Affiliates or any of their respective officers, directors, managers, employees or shareholders members (in their capacity as such). HCM Acquirer and the Murano Parties Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation Litigation, and (iv) reasonably cooperate with each other with respect to any Transaction Litigation; provided, however, that in no event shall (x) the Murano Partiesany Company Group Member, any of their the Company Group’s Affiliates or any of their respective officers, directors or employees Representatives settle or compromise any Transaction Litigation without the prior written consent of HCM Acquirer (such consent not to be unreasonably withheld, conditioned or delayed) or (y) HCMAcquirer, any of HCMAcquirer’s Affiliates or any of their respective officers, directors or employees Representatives settle or compromise any Transaction Litigation without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed).

Transaction Litigation. From and after the date of this Agreement until the earlier of the Closing or and the termination of this Agreement in accordance with its termsArticle 8, HCMAcquiror, on the one hand, and the Murano PartiesCompany, on the other hand, shall each notify the other promptly after learning of any shareholder demand (or threat thereof) or other shareholder claimProceeding brought on behalf of an Acquiror Stockholder or Holder, action, suit, audit, examination, arbitration, mediation, inquiry, Legal Proceeding, or investigationrespectively, whether or not before any Governmental Authority Entity (including derivative claims), relating to this Agreement, Agreement or any of the transactions contemplated hereby Transactions (collectively, “Transaction Litigation”) commenced or, to the knowledge of Acquiror or to the knowledge of HCM or the Murano PartiesCompany, as applicable, threatened in writing against (a) in the case of HCMAcquiror, HCMAcquiror, any of HCMAcquiror’s controlled Affiliates or any of their respective officers, directors, employees managers, employees, or shareholders stockholders or members (in their capacity as such) or (b) in the case of the Murano PartiesCompany, the Murano Partiesany Company Group Member, any of their Subsidiaries or the Company Group’s controlled Affiliates or any of their respective officers, directors, managers, employees or shareholders members (in their capacity as such). HCM Acquiror and the Murano Parties Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation Litigation, and (iv) reasonably cooperate with each other with respect to any Transaction Litigation; provided, however, that in no event shall (x) the Murano Partiesany Company Group Member, any of their the Company Group’s Affiliates or any of their respective officers, directors directors, managers or employees settle or compromise any Transaction Litigation without the prior written consent of HCM Acquiror (such consent not to be unreasonably withheld, conditioned or delayed) or (y) HCMAcquiror, any of HCMAcquiror’s Affiliates or any of their respective officers, directors directors, managers or employees settle or compromise any Transaction Litigation without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed).

Transaction Litigation. From and after the date of this Agreement until Prior to the earlier of the Closing Effective Time or the date of termination of this Agreement pursuant to Section 7.1, the Company shall promptly notify Parent of all Legal Proceedings commenced, threatened in accordance with its termswriting or, HCMto the Company’s Knowledge, on otherwise threatened against the one hand, and the Murano Parties, on the other hand, shall each notify the other promptly after learning of any shareholder demand (or threat thereof) or other shareholder claim, action, suit, audit, examination, arbitration, mediation, inquiry, Legal Proceeding, or investigation, whether or not before any Governmental Authority (including derivative claims), relating to this Agreement, Company or any of the transactions Company Subsidiaries, in each case in connection with, arising from or otherwise relating to the Merger or any other transaction contemplated hereby by this Agreement (collectively, “Transaction Litigation”) commenced or (including by providing copies of all pleadings and other documentation with respect thereto) and thereafter keep Parent reasonably informed with respect to the knowledge of HCM or the Murano Parties, as applicable, threatened in writing against status thereof. The Company shall (a) in the case of HCM, HCM, any of HCM’s controlled Affiliates or any of their respective officers, directors, employees or shareholders (in their capacity as such) or (b) in the case of the Murano Parties, the Murano Parties, any of their Subsidiaries or controlled Affiliates or any of their respective officers, directors, employees or shareholders (in their capacity as such). HCM and the Murano Parties shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the Parent reasonable opportunity to, at its own cost and expense, to participate in the defense, settlement and compromise or prosecution of any such Transaction Litigation (to the extent that the attorney-client privilege between the Company and reasonably cooperate its counsel is not undermined or otherwise affected (provided that the Company shall use its commercially reasonable efforts to allow for such participation in a manner that does not violate attorney-client privilege)); and (b) consult with the other in connection Parent with respect to the defense, settlement and compromise prosecution of any such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation and (iv) reasonably cooperate with each other with respect to consider any Transaction Litigation; providedfeedback from Parent in good faith. Further, howeverthe Company may not, that in no event and shall (x) the Murano Partiescause its Affiliates not to, any of their Affiliates or any of their respective officerscompromise, directors or employees settle or compromise come to an arrangement regarding, or agree to compromise, settle or come to an arrangement regarding, any Transaction Litigation without the prior written unless Parent has consented thereto in writing (which consent of HCM (will not to be unreasonably withheld, conditioned or delayed) or (y) HCM, any of HCM’s Affiliates or any of their respective officers, directors or employees settle or compromise any Transaction Litigation without the Company’s prior written consent (not to be unreasonably withheld, conditioned or delayed). None of the Company, Parent or Merger Subsidiary shall cooperate with any Person that may seek to restrain, enjoin, prohibit or otherwise oppose the Transactions, and the Company, Parent and Merger Subsidiary shall reasonably cooperate with the other parties hereto in resisting any such effort to restrain, enjoin, prohibit or otherwise oppose such Transactions.

Transaction Litigation. From and after During the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its termsInterim Period, HCMRedwoods, on the one hand, and the Murano PartiesCompany, on the other hand, shall each notify the other promptly after learning of any shareholder stockholder demand (or threat thereof) or other shareholder stockholder Proceeding, claim, actioninvestigation, suit, audit, examination, arbitration, mediation, examination or inquiry, Legal Proceeding, or investigation, whether or not before any Governmental Authority Entity (including derivative claims), relating to this Agreement, or any of the transactions contemplated hereby (collectively, “Transaction Litigation”) commenced or, to the knowledge of Redwoods or to the knowledge of HCM or the Murano PartiesCompany, as applicable, threatened in writing against (a) in the case of HCMRedwoods, HCMRedwoods, any of HCMRedwoods’s controlled Affiliates or any of their respective officers, directors, employees Representatives or shareholders stockholders (in their capacity as such) ), or (b) in the case of the Murano PartiesCompany, the Murano PartiesCompany, any of their Subsidiaries or controlled the Company’s Affiliates or any of their respective officers, directors, employees Representatives or shareholders stockholders (in their capacity as such). HCM Redwoods and the Murano Parties Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation Litigation, and (iv) reasonably cooperate with each other with respect to any Transaction Litigation; provided, however, that in no event shall (x) the Murano PartiesCompany, any of their the Company’s Affiliates or any of their respective officers, directors or employees Representatives settle or compromise any Transaction Litigation without the prior written consent of HCM Redwoods (such consent not to be unreasonably withheld, conditioned or delayed) or (y) HCMRedwoods, any of HCMRedwoods’s Affiliates or any of their respective officers, directors or employees Representatives settle or compromise any Transaction Litigation without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed).

Transaction Litigation. From and after the date of this Agreement until the earlier of the Closing or and the termination of this Agreement in accordance with its termsArticle 8, HCMAcquiror, on the one hand, and the Murano PartiesCompany, on the other hand, shall each notify the other promptly after learning of any shareholder demand (or threat thereof) or other shareholder claimProceeding brought on behalf of an Acquiror Stockholder or Company Stockholder, action, suit, audit, examination, arbitration, mediation, inquiry, Legal Proceeding, or investigationrespectively, whether or not before any Governmental Authority Entity (including derivative claims), relating to this Agreement, Agreement or any of the transactions contemplated hereby Transactions (collectively, “Transaction Litigation”) commenced or, to the knowledge of Acquiror or to the knowledge of HCM or the Murano PartiesCompany, as applicable, threatened in writing against (a) in the case of HCMAcquiror, HCMAcquiror, any of HCMAcquiror’s controlled Affiliates or any of their respective officers, directors, employees managers, employees, or shareholders stockholders or members (in their capacity as such) or (b) in the case of the Murano PartiesCompany, the Murano Partiesany Company Group Member, any of their Subsidiaries or the Company Group’s controlled Affiliates or any of their respective officers, directors, managers, employees or shareholders members (in their capacity as such). HCM Acquiror and the Murano Parties Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation Litigation, and (iv) reasonably cooperate with each other with respect to any Transaction Litigation; provided, however, that in no event shall (x) the Murano Partiesany Company Group Member, any of their the Company Group’s Affiliates or any of their respective officers, directors or employees Representatives settle or compromise any Transaction Litigation without the prior written consent of HCM Acquiror (such consent not to be unreasonably withheld, conditioned or delayed) or (y) HCMAcquiror, any of HCMAcquiror’s Affiliates or any of their respective officers, directors or employees Representatives settle or compromise any Transaction Litigation without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed).

Transaction Litigation. From and after the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its terms, HCMSPAC, on the one hand, and the Murano PartiesCompany, on the other hand, shall each notify the other in writing promptly after learning of any shareholder demand (or threat thereof) demands or other shareholder claim, action, suit, audit, examination, arbitration, mediation, inquiry, Legal Proceeding, or investigation, whether or not before any Governmental Authority Actions (including derivative claims), ) relating to this Agreement, any Transaction Agreement or any of the transactions contemplated hereby matters relating thereto (collectively, the “Transaction Litigation”) commenced or to the knowledge of HCM or the Murano Partiesagainst, as applicable, threatened in writing against (a) in the case of HCM, HCMSPAC, any of HCM’s controlled Affiliates SPAC or any of its respective Representatives (in their capacity as a Representative of SPAC) or, in the case of the Company, any Group Company or any of their respective officers, directors, employees or shareholders Representatives (in their capacity as such) or (b) in the case a Representative of the Murano Parties, the Murano Parties, any of their Subsidiaries or controlled Affiliates or any of their respective officers, directors, employees or shareholders (in their capacity as sucha Group Company). HCM SPAC and the Murano Parties Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation and (iv) reasonably cooperate with each other with respect to any Transaction Litigationother; provided, however, that in no event shall (x) the Murano Parties, any of their Affiliates SPAC or any of their its respective officers, directors or employees Representatives settle or compromise any Transaction Litigation without the prior written consent of HCM the Company (not to be unreasonably withheld, conditioned or delayed) ), or (y) HCM, any of HCM’s Affiliates Group Company or any of their respective officers, directors or employees Representatives settle or compromise any Transaction Litigation without the Company’s prior written consent of SPAC (not to be unreasonably withheld, conditioned or delayed).