Common use of Transaction Litigation Clause in Contracts

Transaction Litigation. The Company shall promptly notify Parent, and Parent shall promptly notify the Company, of any Legal Proceeding related to this Agreement, the Merger or the other transactions contemplated by this Agreement, threatened (to the extent aware) or brought against (i) the Company, its directors and/or officers by stockholders of the Company (a “Company Transaction Litigation”), on the one hand, or (ii) Parent, its directors and/or officers by stockholders of Parent, on the other hand (a “Parent Transaction Litigation” and each such action, a “Transaction Litigation”). The Company shall provide Parent a reasonable opportunity to participate, in (but not control), the defense of a Company Transaction Litigation and Parent shall provide the Company a reasonable opportunity to participate in (but not control), the defense of a Parent Transaction Litigation, including, in each case and without limitation, the opportunity to review material communications and participate in material meetings with opposing counsel or any Governmental Entity in connection with a Transaction Litigation. Except to the extent required by applicable Law, the Company, on the one hand, and Parent, on the other hand, shall not enter into any settlement agreement, agree to any undertakings or approve or otherwise agree to any waiver that may be sought in connection with such Transaction Litigation, without the prior written consent of Parent or the Company, as applicable (which consent shall not be unreasonably withheld) unless such settlement would not (i) require a payment in excess of coverage under applicable insurance policy limits or (ii) impose any obligations that relate to the operation of the business of the Company or its Subsidiaries following the Closing, on the one hand, or Parent or its Subsidiaries following the Closing (including the Company and its Subsidiaries), on the other hand.

Transaction Litigation. The In furtherance and not in limitation of the other covenants of the parties to this Agreement contained herein, the Company shall promptly notify Parentreasonably cooperate with Parent in connection with, and permit Parent shall promptly notify and its directors, officers, employees, attorneys and agents to participate in, the Companydefense, negotiation or settlement of any Legal Proceeding related litigation commenced or threatened against any party to this Agreement or any of its Affiliates by any Governmental Authority or any Person relating to, arising out of or involving this Agreement, the Merger or any of the other transactions contemplated hereby or that would otherwise prevent or materially impede, interfere with, hinder or delay the consummation of the Merger and the other transactions contemplated by this Agreement, threatened Agreement (to the extent aware) or brought against (i) the Company, its directors and/or officers by stockholders of the Company (a “Company Transaction Litigation”), on the one hand, or (ii) Parent, its directors and/or officers by stockholders of Parent, on the other hand (a “Parent Transaction Litigation” and each such action, a “Transaction Litigation”). The Company shall provide Parent a reasonable opportunity not, and shall not permit any of its Subsidiaries nor any of its or their directors, officers, employees, attorneys or agents to, compromise, settle, come to participate, in (but not control), the defense of a Company an arrangement regarding or agree to compromise settle or come to an arrangement regarding any Transaction Litigation and hereby or consent thereto unless Parent shall provide the Company a reasonable opportunity otherwise consent in writing, such consent not to participate in (but not control), the defense of a Parent Transaction Litigation, including, in each case and without limitation, the opportunity to review material communications and participate in material meetings with opposing counsel or any Governmental Entity in connection with a Transaction Litigation. Except to the extent required by applicable Law, the Company, on the one hand, and Parent, on the other hand, shall not enter into any settlement agreement, agree to any undertakings or approve or otherwise agree to any waiver that may be sought in connection with such Transaction Litigation, without the prior written consent of Parent or the Company, as applicable (which consent shall not be unreasonably withheld) unless such settlement would not (i) require a payment in excess of coverage under applicable insurance policy limits conditioned, withheld or (ii) impose any obligations delayed; provided, that relate to the operation of the business after receipt of the Company or its Subsidiaries following the ClosingStockholder Approval, on the one hand, or Parent or its Subsidiaries following the Closing (including the Company shall cooperate with Parent and, if requested by Parent and at Parent’s sole cost and expense, use its Subsidiaries), on the other handreasonable best efforts to settle any unresolved Transaction Litigation in accordance with Parent’s direction.

Transaction Litigation. The Company shall as promptly as reasonably practicable notify ParentParent in writing of, and shall give Parent shall promptly notify the Company, of any Legal Proceeding related to this Agreement, the Merger or the other transactions contemplated by this Agreement, threatened (to the extent aware) or brought against (i) the Company, its directors and/or officers by stockholders of the Company (a “Company Transaction Litigation”), on the one hand, or (ii) Parent, its directors and/or officers by stockholders of Parent, on the other hand (a “Parent Transaction Litigation” and each such action, a “Transaction Litigation”). The Company shall provide Parent a reasonable opportunity to participate, in (but not control), the defense of a Company Transaction Litigation and Parent shall provide the Company a reasonable opportunity to participate in (but not control), the defense and settlement of, any Transaction Litigation. For purposes of a this Section 6.13, “participate” means that the Company shall keep Parent reasonably apprised of the proposed strategy and other significant decisions with respect to any Transaction Litigation, including, in each case and without limitation, the opportunity including by providing Parent copies of all documents relating to review material communications and participate in material meetings with opposing counsel or arising out of any Governmental Entity in connection with a Transaction Litigation. Except to the extent required by applicable Law, the Company, on the one hand, and Parent, on the other hand, shall not enter into any settlement agreement, agree to any undertakings or approve or otherwise agree to any waiver that may be sought in connection with such Transaction Litigation, without including all correspondence among the prior written consent of parties or other participants thereto (to the extent that the attorney-client privilege is not undermined or otherwise adversely affected), and Parent may offer comments or suggestions with respect to such Transaction Litigation which the CompanyCompany shall consider in good faith, as applicable but Parent shall not be afforded decision-making power or authority. Notwithstanding the foregoing, the Company may not compromise or settle any Transaction Litigation unless Xxxxxx has consented thereto in writing (which consent shall will not be unreasonably withheld) unless such settlement would not (i) require a payment in excess of coverage under applicable insurance policy limits , conditioned or (ii) impose any obligations that relate delayed). Without otherwise limiting or expanding the Indemnified Parties’ rights with regard to the operation of the business of the Company or its Subsidiaries right to counsel, following the ClosingEffective Time, on the one handIndemnified Parties shall be entitled to continue to retain Xxxxxxx Procter LLP, Freshfields Bruckhaus Xxxxxxxx or Parent or its Subsidiaries following such other counsel selected by such Indemnified Parties prior to the Closing (including the Company and its Subsidiaries), on the other handEffective Time to defend any Transaction Litigation.

Transaction Litigation. The Company Each party hereto shall promptly notify Parentkeep the other parties hereto reasonably informed of, and Parent shall promptly notify the Company, of any Legal Proceeding related to this Agreement, the Merger or cooperate with the other transactions contemplated by this Agreementparties hereto in connection with, any litigation or claim brought or threatened (against any party hereto or its directors, officers or employees relating to the extent aware) Transactions (any such litigation or brought against (i) the Companyclaim, its directors and/or officers by stockholders of the Company (a “Company Transaction Litigation”), on the one hand, or (ii) Parent, its directors and/or officers by stockholders of Parent, on the other hand (a “Parent Transaction Litigation” and each such action, a “Transaction Litigation”); provided, however, that the foregoing shall not require any party hereto to take any action if it may result in a waiver of any attorney-client or any other similar privilege; provided further that such party shall use its reasonable best efforts to allow for the taking of such action in a manner that does not result in a waiver of such privilege, including by entering into a customary joint defense or similar agreement. The Company shall provide give Parent a reasonable opportunity to participate, in (but not control), the defense of a Company Transaction Litigation and Parent shall provide the Company a reasonable opportunity to participate in (but not control), the defense of a Parent any Transaction Litigation, including, in each case and without limitation, the opportunity to review material communications and participate in material meetings with opposing counsel Litigation brought or any Governmental Entity in connection with a Transaction Litigation. Except to the extent required by applicable Law, the Company, on the one hand, and Parent, on the other hand, shall not enter into any settlement agreement, agree to any undertakings or approve or otherwise agree to any waiver that may be sought in connection with such Transaction Litigation, without the prior written consent of Parent or the Company, as applicable (which consent shall not be unreasonably withheld) unless such settlement would not (i) require a payment in excess of coverage under applicable insurance policy limits or (ii) impose any obligations that relate to the operation of the business of threatened against the Company or its Subsidiaries following directors, officers or employees, shall consider in good faith Parent’s advice with respect to such Transaction Litigation and shall not settle or agree to settle any such Transaction Litigation without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned). Notwithstanding the Closingabove, on Parent’s consent to settle any Transaction Litigation shall not be required to the one hand, or Parent extent such Transaction Litigation is settled solely for the payment of monies which are reasonably likely to be recoverable from insurance policies available to the Company or its Subsidiaries following the Closing Representatives (including the Company and its Subsidiariesother than any deductibles or retention amounts applicable thereto), on the other hand.

Transaction Litigation. The Company shall promptly notify ParentPrior to the Effective Time, and Parent shall promptly notify in the event that any stockholder litigation related to this Agreement or the Transactions is brought or, to the Knowledge of the Company, of threatened against the Company or any Legal Proceeding related to this Agreement, the Merger or the other transactions contemplated by this Agreement, threatened (to the extent aware) or brought against (i) the Company, its directors and/or officers by stockholders members of the Company Board (other than any Proceeding in connection with, arising out of or otherwise related to a demand for dissenters’ rights under Sections 1300 through 1313 of the CCC, which shall be governed by Section 4.7) (“Company Transaction Litigation”), on the one hand, or (ii) Parent, its directors and/or officers by stockholders Company shall as promptly as reasonably practicable notify Parent of Parent, on the other hand (a “Parent such Transaction Litigation” and each such action, a “Transaction Litigation”)including by providing copies of all pleadings with respect thereto. Thereafter, the Company shall keep Parent reasonably informed with respect to the status thereof. The Company shall provide (a) give Parent a reasonable opportunity to participate, in (but not control), the defense of a Company Transaction Litigation and Parent shall provide the Company a reasonable opportunity to participate in the defense, settlement or prosecution of any Transaction Litigation and (but not control)b) consult with Parent with respect to the defense, the defense settlement and prosecution of a Parent Transaction Litigation, including, in each case and without limitation, the opportunity to review material communications and participate in material meetings with opposing counsel or any Governmental Entity in connection with a Transaction Litigation. Except For purposes of this Section 7.16, “participate” means that Parent will be kept reasonably apprised of proposed strategy and other significant decisions with respect to the Transaction Litigation by the Company (to the extent required by applicable Law, that the Company, on the one hand, and Parent, on the other hand, shall not enter into any settlement agreement, agree to any undertakings or approve or otherwise agree to any waiver that may be sought in connection with such Transaction Litigation, without the prior written consent of Parent or the Company, as applicable (which consent shall not be unreasonably withheld) unless such settlement would not (i) require a payment in excess of coverage under applicable insurance policy limits or (ii) impose any obligations that relate to the operation of the business of the Company or its Subsidiaries following the Closing, on the one hand, or Parent or its Subsidiaries following the Closing (including attorney-client privilege between the Company and its Subsidiariescounsel is not undermined or otherwise affected), on and Parent may offer comments or suggestions with respect to such Transaction Litigation which the Company shall consider in good faith, but Parent will not be afforded any decision making power or other handauthority over such Transaction Litigation; provided, that no settlement, arrangement, agreement or compromise shall be offered or entered into with respect to any Transaction Litigation without the consent of Parent (not to be unreasonably withheld, delayed or conditioned).

Transaction Litigation. The Company shall promptly notify ParentIn the event any Proceeding against a Party by any Governmental Entity or other Person is commenced or, and Parent shall promptly notify the Company, of any Legal Proceeding related to this Agreement, the Merger or the other transactions contemplated by this Agreement, threatened (to the extent aware) knowledge of such Party, threatened, that questions the validity or brought against (i) the Company, its directors and/or officers by stockholders legality of the Company Transactions or seeks damages or an injunction in connection therewith, including stockholder litigation (a “Company Transaction Litigation”), on the one hand, or (ii) Parent, its directors and/or officers by stockholders of Parent, on such Party shall promptly notify the other hand (a “Parent Transaction Litigation” and each Party of such action, a “Transaction Litigation”). The Company shall provide Parent a reasonable opportunity to participate, in (but not control), the defense of a Company Transaction Litigation and shall keep the other Party reasonably informed with respect to the status thereof, except that in no event will the foregoing require a Party to disclose documents or information that would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; provided, however, that such Party shall inform the other Party as to the general nature of what is being withheld and the Company and Parent shall provide reasonably cooperate to make appropriate substitute arrangements to permit reasonable disclosure that does not suffer from any of the Company foregoing impediments. The defendant-Party in any Transaction Litigation shall (a) give the other Party a reasonable opportunity to participate in (but not control), the defense or settlement of a Parent any Transaction Litigation, including, in each case and without limitation, Litigation (at the opportunity to review material communications and participate in material meetings with opposing counsel or any Governmental Entity in connection with a Transaction Litigation. Except other Party’s cost) to the extent required requested by applicable Lawthe other Party and (b) other than to the extent that such Transaction Litigation relates to a Company Competing Proposal or Parent Competing Proposal, as applicable, in respect of which the Parties have adverse interests (i) consider in good faith, acting reasonably, the Company, on the one hand, other Party’s advice with respect to such Transaction Litigation and Parent, on the other hand, shall (ii) not enter into any settlement agreement, offer or agree to settle any undertakings or approve or otherwise agree to any waiver that may be sought in connection with such Transaction Litigation, Litigation without the prior written consent of Parent or the Company, as applicable other Party (which consent shall not be unreasonably withheld) unless such settlement would not (i) require a payment in excess of coverage under applicable insurance policy limits , conditioned or (ii) impose any obligations that relate to the operation of the business of the Company or its Subsidiaries following the Closing, on the one hand, or Parent or its Subsidiaries following the Closing (including the Company and its Subsidiaries), on the other handdelayed.

Transaction Litigation. The Prior to the Effective Time, the Company shall promptly notify ParentParent of all civil, and Parent shall promptly notify criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings commenced or threatened against the Company or any of its Subsidiaries or the board of directors of the Company, of or any Legal Proceeding related committee thereof, in each case in connection with, arising from or otherwise relating to this Agreement, the Merger or the any other transactions transaction contemplated by this AgreementAgreement (“Transaction Litigation”) (including by providing copies of all pleadings with respect thereto) and thereafter keep Parent reasonably informed with respect to the status thereof. The Company shall (i) give Parent the opportunity to participate in the defense, threatened settlement or prosecution of any Transaction Litigation and (ii) consult with Parent with respect to the defense, settlement and prosecution of any Transaction Litigation. The Company shall not agree to any settlement related to any Transaction Litigation without Parent’s consent, such consent not to be unreasonably withheld, delayed or conditioned. For purposes of this Section 6.13, “participate” means that Parent will be kept reasonably apprised of proposed strategy and other significant decisions with respect to the Transaction Litigation by the Company (to the extent aware) or brought against (i) that the Company, its directors and/or officers by stockholders of the Company (a “Company Transaction Litigation”), on the one hand, or (ii) Parent, its directors and/or officers by stockholders of Parent, on the other hand (a “Parent Transaction Litigation” and each such action, a “Transaction Litigation”). The Company shall provide Parent a reasonable opportunity to participate, in (but not control), the defense of a Company Transaction Litigation and Parent shall provide the Company a reasonable opportunity to participate in (but not control), the defense of a Parent Transaction Litigation, including, in each case and without limitation, the opportunity to review material communications and participate in material meetings with opposing counsel or any Governmental Entity in connection with a Transaction Litigation. Except to the extent required by applicable Law, the Company, on the one hand, and Parent, on the other hand, shall not enter into any settlement agreement, agree to any undertakings or approve or otherwise agree to any waiver that may be sought in connection with such Transaction Litigation, without the prior written consent of Parent or the Company, as applicable (which consent shall not be unreasonably withheld) unless such settlement would not (i) require a payment in excess of coverage under applicable insurance policy limits or (ii) impose any obligations that relate to the operation of the business of the Company or its Subsidiaries following the Closing, on the one hand, or Parent or its Subsidiaries following the Closing (including attorney-client privilege between the Company and its Subsidiariescounsel is not undermined or otherwise affected), on and Parent may offer comments or suggestions with respect to such Transaction Litigation which the Company shall consider in good faith, but Parent will not be afforded any decision-making power or other handauthority over such Transaction Litigation.

Transaction Litigation. The Company shall promptly notify Parent, and Parent shall promptly notify the Company, Notwithstanding anything in Section 5.01 of any Legal Proceeding related to this Agreement, the Merger or the other transactions contemplated by this Agreement, threatened (Agreement to the extent aware) contrary, in the event any Proceeding by any Governmental Entity or brought against (i) other Person is commenced or, to the Company, its directors and/or officers by stockholders Knowledge of the Company or Parent, as applicable, threatened, that questions the validity or legality of the Transactions or seeks damages or injunctive relief in connection therewith, including stockholder litigation (a “Company "Transaction Litigation”"), on the one hand, Company or (ii) Parent, its directors and/or officers by stockholders of Parentas applicable, on shall promptly (and in any event, within one Business Day) notify the other hand (a “Parent party orally and in writing of such Transaction Litigation” Litigation and each such action, a “Transaction Litigation”)shall keep the other party reasonably informed with respect to the status thereof. The Company or Parent, as applicable, shall provide Parent a reasonable opportunity to participate, in (but not control), give the defense of a Company Transaction Litigation and Parent shall provide the Company other party a reasonable opportunity to participate in (but not control), the defense or settlement of a Parent any Transaction Litigation, including, in each case and without limitation, the opportunity to review material communications and participate in material meetings with opposing counsel or any Governmental Entity in connection with a Transaction Litigation. Except to the extent required by applicable Law, the Company, on the one hand, and Parent, on Litigation at the other hand, party's sole cost and expense and shall not enter into any settlement agreement, agree consider in good faith the other party's advice with respect to any undertakings or approve or otherwise agree to any waiver that may be sought in connection with such Transaction Litigation; provided, that the Company or Parent shall not cease to defend any such Transaction Litigation without the prior written consent of the other party; provided, further, that the Company shall not consent to the entry of any judgment, offer or agree to settle, or take any other material action with respect to such Transaction Litigation without the prior written consent of Parent. Without limiting in any way the parties' obligations under Section 6.03, each of Parent or and the CompanyCompany shall cooperate, shall cause the Parent Subsidiaries and the Company Subsidiaries, as applicable (which consent applicable, to cooperate, and shall not be unreasonably withheld) unless such settlement would not (i) require a payment use its reasonable best efforts to cause its Representatives to cooperate in excess of coverage under applicable insurance policy limits or (ii) impose the defense against any obligations that relate to the operation of the business of the Company or its Subsidiaries following the Closing, on the one hand, or Parent or its Subsidiaries following the Closing (including the Company and its Subsidiaries), on the other handTransaction Litigation.

Transaction Litigation. The Subject to applicable Law, the Company shall promptly notify ParentParent of any stockholder demands, and Parent shall promptly notify litigations, arbitrations or other similar actions (including derivative claims) commenced or, to the Knowledge of the Company, of threatened against the Company or any Legal Proceeding related director or officer thereof relating to this AgreementAgreement (collectively, the Merger or the other transactions contemplated by this Agreement, threatened (to the extent aware) or brought against (i) the Company, its directors and/or officers by stockholders of the Company (a “Company Transaction Litigation”), on the one hand, or (ii) Parent, its directors and/or officers by stockholders of Parent, on the other hand (a “Parent Transaction Litigation” and each such action, a “Transaction Litigation”). The Company ) and shall provide keep Parent a reasonable opportunity to participate, in (but not control), the defense of a Company Transaction Litigation promptly and Parent shall provide the Company a reasonable opportunity to participate in (but not control), the defense of a Parent Transaction Litigation, including, in each case and without limitation, the opportunity to review material communications and participate in material meetings with opposing counsel or reasonably informed regarding any Governmental Entity in connection with a Transaction Litigation. Except Subject to the extent required by applicable Law, the CompanyCompany and Parent shall cooperate with the other in the defense or settlement of any Transaction Litigation, on the one handat each party’s sole cost and expense, and Parent, shall in good faith consult with each other on a regular basis regarding the other hand, defense or settlement of such Transaction Litigation and shall not enter into any settlement agreement, agree reasonably consider each other’s advice with respect to any undertakings or approve or otherwise agree to any waiver that may be sought in connection with such Transaction Litigation, but only if it is not reasonably determined by either of the parties, upon the advice of counsel, that doing so could result in the loss of the ability to successfully assert any legal privilege or work product protection. Subject to applicable Law, none of the Company or any of its Subsidiaries shall settle or offer to settle any Transaction Litigation without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed). Subject, in all respects, to Pxxxxx’s right to direct, in consultation with the Company, as applicable (which consent negotiations and proceedings with respect to stockholder demands for appraisal in accordance with Section 2.07, it is understood and agreed that this Section 6.12 shall not be unreasonably withheld) unless such settlement would not (i) require a payment in excess give Parent the right to direct the defense of coverage under applicable insurance policy limits or (ii) impose any obligations that relate to the operation of the business of the Company or its Subsidiaries following the Closing, on the one hand, or Parent or its Subsidiaries following the Closing (including the Company and its Subsidiaries), on the other handTransaction Litigation.

Transaction Litigation. The Company shall promptly notify Parent“Transaction Litigation” means any litigation commenced or threatened against any party to this Agreement or any of its Affiliates by any Governmental Entity or any private party relating to, and Parent shall promptly notify the Company, arising out of any Legal Proceeding related to or involving this Agreement, the Merger or any of the other transactions contemplated by Transactions or that would otherwise prevent or materially impede, interfere with, hinder or delay the consummation of the Merger and the other Transactions. Each party to this AgreementAgreement shall keep the other parties reasonably informed, threatened (but only to the extent aware) or brought against (i) that doing so would not, in the Companyreasonable judgment of such party, its directors and/or officers by stockholders jeopardize any privilege of the Company (a “Company party with respect thereto regarding any such Transaction Litigation”), on the one hand, or (ii) Parent, its directors and/or officers by stockholders of Parent, on ; it being agreed that each party will also cooperate with the other hand (parties to permit such inspection of or to disclose such information on a “Parent Transaction Litigation” and each basis that does not compromise or waive such action, a “Transaction Litigation”)privilege with respect thereto. The Company shall provide promptly advise Parent a reasonable opportunity orally and in writing and the Company shall cooperate fully with Parent in connection with, and shall consult with and permit Parent and its representatives to participate, in (but not control)participate in, the defense defense, negotiations or settlement of a Company any Transaction Litigation and Parent shall provide the Company a reasonable opportunity shall give consideration to participate in (but not control), the defense of a Parent Transaction Litigation, including, in each case and without limitation, the opportunity Parent’s advice with respect to review material communications and participate in material meetings with opposing counsel or any Governmental Entity in connection with a such Transaction Litigation. Except to the extent required by applicable Law, the Company, on the one handThe Company shall not, and Parent, on the other hand, shall not enter into permit any of its Subsidiaries nor any of its or their representatives to, compromise, settle, come to a settlement agreement, agree to arrangement regarding any undertakings Transaction Litigation hereby or approve or otherwise agree to any waiver that may be sought in connection with such Transaction Litigation, consent thereto without the prior written consent of Parent or the CompanyParent, as applicable (which consent shall not may be unreasonably withheld) unless such settlement would not (i) require a payment granted or withheld in excess of coverage under applicable insurance policy limits or (ii) impose any obligations that relate to the operation of the business of the Company or its Subsidiaries following the Closing, on the one hand, or Parent or its Subsidiaries following the Closing (including the Company and its Subsidiaries), on the other handParent’s sole discretion.

Transaction Litigation. The Company shall promptly (and in any event within forty-eight (48) hours) notify Parent, and Parent shall promptly notify of the Company, commencement of any Legal Proceeding related to stockholder litigation arising from this Agreement, the Merger or other documents relating to the other transactions contemplated by this Agreement, threatened (to the extent aware) Education Transaction Documents or the Transactions that is brought against (i) the Company, its directors and/or executive officers by stockholders or members of the Company Board (a “Company Transaction Litigation”), on the one hand, or (ii) Parent, its directors and/or officers by stockholders of Parent, on the other hand (a “Parent Transaction Litigation” and each such action, a “Transaction Litigation”)) and shall keep Parent reasonably informed regarding any Transaction Litigation. The Without limiting the preceding sentence, the Company shall provide give Parent a reasonable opportunity to participate, in (but not control), a) the defense of a Company Transaction Litigation and Parent shall provide the Company a reasonable opportunity to participate in (but not control)the defense, the defense of a Parent settlement, understanding or other agreement with respect to any Transaction Litigation, including, in each case and without limitation, including the opportunity to review material communications and participate in material meetings with opposing counsel comment on all Filings or any Governmental Entity responses to be made by the Company in connection with a Transaction Litigation. Except to the extent required by applicable Law, the Company, on the one hand, and Parent, on the other hand, shall not enter into any settlement agreement, agree to any undertakings or approve or otherwise agree to any waiver that may be sought in connection with such Transaction Litigation, and the Company shall consider any such comments in good faith. The Company agrees that, without the Parent’s prior written consent of Parent or the Company, as applicable (which consent shall not be unreasonably withheld) unless , conditioned or delayed to the extent that such settlement would not only requires (ix) require a payment in excess the issuance of coverage under applicable insurance policy limits additional disclosure or (iiy) impose the payment of money if the amount of money to be paid in connection with such settlement does not exceed any obligations insurance proceeds that relate to the operation of the business of the Company or its Subsidiaries following the Closingreasonably expects to receive with respect to such Claim and any deductible in respect thereof, on the one handbut may otherwise be given in Parent’s sole discretion), or Parent or its Subsidiaries following the Closing (including the Company and its Subsidiaries)shall not offer to make or make any payment with respect to any Transaction Litigation or to enter into any settlement, on the understanding or other handagreement relating to any Transaction Litigation.

Transaction Litigation. The Company shall promptly notify Parent, and Parent shall promptly notify the Company, Notwithstanding anything in Section 5.01 of any Legal Proceeding related to this Agreement, the Merger or the other transactions contemplated by this Agreement, threatened (Agreement to the extent aware) contrary, in the event any Proceeding by any Governmental Entity or brought against (i) other Person is commenced or, to the Company, its directors and/or officers by stockholders Knowledge of the Company or Parent, as applicable, threatened, that questions the validity or legality of the Transactions or seeks damages or injunctive relief in connection therewith, including stockholder litigation (a “Company Transaction Litigation”), on the one hand, Company or (ii) Parent, its directors and/or officers by stockholders of Parentas applicable, on shall promptly (and in any event, within one Business Day) notify the other hand (a “Parent party orally and in writing of such Transaction Litigation” Litigation and each such action, a “Transaction Litigation”)shall keep the other party reasonably informed with respect to the status thereof. The Company or Parent, as applicable, shall provide Parent a reasonable opportunity to participate, in (but not control), give the defense of a Company Transaction Litigation and Parent shall provide the Company other party a reasonable opportunity to participate in (but not control), the defense or settlement of a Parent any Transaction Litigation, including, in each case and without limitation, the opportunity to review material communications and participate in material meetings with opposing counsel or any Governmental Entity in connection with a Transaction Litigation. Except to the extent required by applicable Law, the Company, on the one hand, and Parent, on Litigation at the other hand, party’s sole cost and expense and shall not enter into any settlement agreement, agree consider in good faith the other party’s advice with respect to any undertakings or approve or otherwise agree to any waiver that may be sought in connection with such Transaction Litigation; provided, that the Company or Parent shall not cease to defend any such Transaction Litigation without the prior written consent of the other party; provided, further, that the Company shall not consent to the entry of any judgment, offer or agree to settle, or take any other material action with respect to such Transaction Litigation without the prior written consent of Parent. Without limiting in any way the parties’ obligations under Section 6.03, each of Parent or and the CompanyCompany shall cooperate, shall cause the Parent Subsidiaries and the Company Subsidiaries, as applicable (which consent applicable, to cooperate, and shall not be unreasonably withheld) unless such settlement would not (i) require a payment use its reasonable best efforts to cause its Representatives to cooperate in excess of coverage under applicable insurance policy limits or (ii) impose the defense against any obligations that relate to the operation of the business of the Company or its Subsidiaries following the Closing, on the one hand, or Parent or its Subsidiaries following the Closing (including the Company and its Subsidiaries), on the other handTransaction Litigation.

Transaction Litigation. The Subject to applicable Law, the Company shall promptly notify ParentParent of any stockholder demands, and Parent shall promptly notify litigations, arbitrations or other similar actions (including derivative claims) commenced or, to the Knowledge of the Company, of threatened against the Company or any Legal Proceeding related director or officer thereof relating to this AgreementAgreement (collectively, the Merger or the other transactions contemplated by this Agreement, threatened (to the extent aware) or brought against (i) the Company, its directors and/or officers by stockholders of the Company (a “Company Transaction Litigation”), on the one hand, or (ii) Parent, its directors and/or officers by stockholders of Parent, on the other hand (a “Parent Transaction Litigation” and each such action, a “Transaction Litigation”). The Company ) and shall provide keep Parent a reasonable opportunity to participate, in (but not control), the defense of a Company Transaction Litigation promptly and Parent shall provide the Company a reasonable opportunity to participate in (but not control), the defense of a Parent Transaction Litigation, including, in each case and without limitation, the opportunity to review material communications and participate in material meetings with opposing counsel or reasonably informed regarding any Governmental Entity in connection with a Transaction Litigation. Except Subject to the extent required by applicable Law, the CompanyCompany and Parent shall cooperate with the other in the defense or settlement of any Transaction Litigation, on the one handat each party’s sole cost and expense, and Parent, shall in good faith consult with each other on a regular basis regarding the other hand, defense or settlement of such Transaction Litigation and shall not enter into any settlement agreement, agree reasonably consider each other’s advice with respect to any undertakings or approve or otherwise agree to any waiver that may be sought in connection with such Transaction Litigation, but only if it is not reasonably determined by either of the parties, upon the advice of counsel, that doing so could result in the loss of the ability to successfully assert any legal privilege or work product protection. Subject to applicable Law, none of the Company or any of its Subsidiaries shall settle or offer to settle any Transaction Litigation without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed). Subject, in all respects, to Xxxxxx’s right to direct, in consultation with the Company, as applicable (which consent negotiations and proceedings with respect to stockholder demands for appraisal in accordance with Section 2.07, it is understood and agreed that this Section 6.12 shall not be unreasonably withheld) unless such settlement would not (i) require a payment in excess give Parent the right to direct the defense of coverage under applicable insurance policy limits or (ii) impose any obligations that relate to the operation of the business of the Company or its Subsidiaries following the Closing, on the one hand, or Parent or its Subsidiaries following the Closing (including the Company and its Subsidiaries), on the other handTransaction Litigation.