Common use of Transaction Litigation Clause in Contracts

Transaction Litigation. Prior to the Effective Time, each Party will provide the other Parties with prompt notice of all Transaction Litigation (including by providing copies of all pleadings with respect thereto) and keep such other Parties reasonably informed with respect to the status thereof. Each Party will (a) give the other Parties the opportunity to participate in (but not control) the defense, settlement or prosecution of any Transaction Litigation; and (b) consult with the other Parties with respect to the defense, settlement and prosecution of any Transaction Litigation. The Company may not compromise or settle, or agree to compromise or settle, any Transaction Litigation unless Parent has consented thereto in writing (such consent not to be unreasonably withheld, conditioned or delayed). For purposes of this Section 6.12, “participate” means that (i) the other Party shall be kept apprised of proposed strategy and other significant decisions with respect to the Transaction Litigation by the first Party receiving notice of Transaction Litigation (to the extent that the attorney-client privilege between such Party and its counsel is not undermined or otherwise affected), and (ii) may offer comments or suggestions with respect to such Transaction Litigation but will not be afforded any decision-making power or other authority over such Transaction Litigation except for the settlement or compromise consent set forth above.

Transaction Litigation. Prior to the Effective Time, each Party will provide the other Parties with prompt notice of all Transaction Litigation (including by providing copies of all pleadings with respect thereto) and keep such other Parties reasonably informed with respect to the status thereof. Each Party will (a) Transatlantic shall give the other Parties Alleghany the opportunity to participate in (but not control) the defense, defense or settlement or prosecution of any Transaction Litigation; stockholder litigation against Transatlantic and/or its directors relating to the Merger and (b) consult with the other Parties with respect transactions contemplated by this Agreement, and no such settlement shall be agreed to without the defenseprior written consent of Alleghany, settlement and prosecution of any Transaction Litigation. The Company may which consent shall not compromise or settle, or agree to compromise or settle, any Transaction Litigation unless Parent has consented thereto in writing (such consent not to be unreasonably withheld, conditioned or delayed). Alleghany shall give Transatlantic the opportunity to participate in the defense or settlement of any stockholder litigation against Alleghany and/or its directors relating to the Merger and the other transactions contemplated by this Agreement, and no such settlement shall be agreed to without the prior written consent of Transatlantic, which consent shall not be unreasonably withheld, conditioned or delayed. For purposes of this Section 6.12paragraph, “participate” means that (i) the other Party shall non-litigating party will be kept apprised of proposed strategy and other significant decisions with respect to the Transaction Litigation litigation by the first Party receiving notice litigating party, consistent with the common interest of Transaction Litigation (to Alleghany and Transatlantic in these matters and the extent that the attorney-client privilege between such Party applicable privileges and its counsel is not undermined or otherwise affected)protections provided therein, and (ii) the non-litigating party may offer comments or suggestions with respect to such Transaction Litigation the litigation, but will not be afforded any decision-decision making power or other authority over such Transaction Litigation the litigation except for the settlement or compromise consent set forth above.

Transaction Litigation. Prior to the Effective Time, each Party will provide the other Parties Party with prompt notice of all Transaction Litigation (including by providing copies of all pleadings with respect thereto) and keep such the other Parties Party reasonably informed with respect to the status thereof. Each Party will (a) give the other Parties Party the opportunity to participate in (but not control) the defense, settlement or prosecution of any Transaction Litigation against such litigating Party (but not control such Transaction Litigation); and (b) consult with the other Parties Party with respect to the defense, settlement and prosecution of any such Transaction Litigation. The Company No Party may not compromise compromise, settle or settle, or agree come to compromise or settle, an arrangement regarding any Transaction Litigation unless Parent the other Party has consented thereto in writing (such which consent shall not to be unreasonably withheld, conditioned or delayed). For purposes of this Section 6.126.11, “participate” means that (i) the other non-litigating Party shall will be kept apprised of proposed strategy and other significant decisions with respect to the Transaction Litigation by the first litigating Party receiving notice of Transaction Litigation (to the extent that the attorney-client privilege between such the litigating Party and its counsel is not undermined or otherwise affected), and (ii) the non-litigating Party may offer comments or suggestions with respect to such Transaction Litigation but Litigation, which the Company will not be afforded any decision-making power or other authority over such Transaction Litigation except for the settlement or compromise consent set forth aboveconsider in good faith.

Transaction Litigation. Prior to the Effective Time, each Party will shall provide the other Parties with prompt notice of all Transaction Litigation (including by providing copies of all pleadings with respect thereto) and keep such other Parties reasonably informed with respect to the status thereof. Each Party will shall (a) give the other Parties the opportunity to participate in (but not control) the defense, settlement or prosecution of any Transaction Litigation; and (b) consult with the other Parties with respect to the defense, settlement and prosecution of any Transaction Litigation. The Company No Party may not compromise compromise, settle or settlecome to an arrangement regarding, or agree to compromise compromise, settle or settlecome to an arrangement regarding, any Transaction Litigation unless Parent has the other Parties have consented thereto in writing (such which consent shall not to be unreasonably withheld, conditioned or delayed). For purposes of this Section 6.126.15, “participate” means that each Party (i) the other Party shall will be kept apprised of proposed strategy and other significant decisions with respect to the Transaction Litigation by the first Party receiving notice of Transaction Litigation (to the extent that the attorney-client privilege between such Party and its counsel is not undermined or otherwise affected), and (ii) may offer comments or suggestions with respect to such Transaction Litigation but will not be afforded any decision-making power or other authority over such Transaction Litigation Litigation, except for the settlement or compromise consent set forth above.

Transaction Litigation. Prior to the Effective Time, each Party will provide the other Parties Party with prompt notice of all Transaction Litigation (including by providing copies of all pleadings with respect thereto) and keep such the other Parties Party reasonably informed with respect to the status thereof. Each Party will (a) give the other Parties Party the opportunity to participate in (but not control) the defense, settlement or prosecution of any Transaction Litigation against such litigating Party (but not control such Transaction Litigation); and (b) consult with the other Parties Party with respect to the defense, settlement and prosecution of any such Transaction Litigation. The Company No Party may not compromise compromise, settle or settle, or agree come to compromise or settle, an arrangement regarding any Transaction Litigation unless Parent the other Party has consented thereto in writing (such which consent shall not to be unreasonably withheld, conditioned or delayed). For purposes of this Section 6.126.11, “participate” means that (i) the other non-litigating Party shall will be kept apprised of proposed strategy and other significant decisions with respect to the Transaction Litigation by the first litigating Party receiving notice of Transaction Litigation (to the extent that the attorney-client privilege between such the litigating Party and its counsel is not undermined or otherwise affected), and (ii) the non- litigating Party may offer comments or suggestions with respect to such Transaction Litigation but Litigation, which the Company will not be afforded any decision-making power or other authority over such Transaction Litigation except for the settlement or compromise consent set forth aboveconsider in good faith.

Transaction Litigation. Prior to the Effective Time, each Party will shall provide the other Parties with prompt notice (and in any event, within two (2) Business Days) of all Transaction Litigation (including by providing copies of all pleadings with respect thereto) and keep such other Parties reasonably informed with respect to the status thereof. Each Party will shall (a) give the other Parties the opportunity to participate in (but not control) the defense, settlement or prosecution of any Transaction Litigation; and (b) consult with the other Parties with respect to the defense, settlement and prosecution of any Transaction Litigation. The Company Prior to the Effective Time, no Party may not compromise compromise, settle or settlecome to an arrangement regarding, or agree to compromise compromise, settle or settlecome to an arrangement regarding, any Transaction Litigation unless Parent has the other Parties have consented thereto in writing (such which consent shall not to be unreasonably withheld, conditioned or delayed). For purposes of this Section 6.126.14, “participate” means that each Party (i) the other Party shall will be kept apprised of proposed strategy and other significant decisions with respect to the Transaction Litigation by the first Party receiving notice of Transaction Litigation (to the extent that the attorney-client privilege between such 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 (ii) may offer comments or suggestions with respect to such Transaction Litigation but will not be afforded any decision-making power or other authority over such Transaction Litigation Litigation, except for the settlement or compromise consent set forth above.

Transaction Litigation. Prior to the Effective Time, each Party will shall provide the other Parties with prompt notice of all Transaction Litigation (including by providing copies of all pleadings with respect thereto) and keep such other Parties reasonably informed with respect to the status thereof. Each Party will shall (a) give the other Parties the opportunity to participate in (but not control) the defense, settlement or prosecution of any Transaction Litigation; and (b) consult with the other Parties with respect to the defense, settlement and prosecution of any Transaction Litigation. The Company No Party may not compromise compromise, settle or settlecome to an arrangement regarding, or agree to compromise compromise, settle or settlecome to an arrangement regarding, any Transaction Litigation unless Parent has the other Parties have consented thereto in writing (such which consent shall not to be unreasonably withheld, conditioned or delayed). For purposes of this Section 6.126.14, “participate” means that each Party (i) the other Party shall will be kept apprised of proposed strategy and other significant decisions with respect to the Transaction Litigation by the first Party receiving notice of Transaction Litigation (to the extent that the attorney-client privilege between such Party and its counsel is not undermined or otherwise affected), and (ii) may offer comments or suggestions with respect to such Transaction Litigation but will not be afforded any decision-making power or other authority over such Transaction Litigation Litigation, except for the settlement or compromise consent set forth above.

Transaction Litigation. Prior to the Effective Time, each Party will provide the other Parties with prompt written notice of all Transaction Litigation (including by providing copies of all pleadings with respect thereto) and keep such other Parties reasonably informed with respect to the status thereof. Each Party will (a) give the other Parties the opportunity to participate in (but not control) the defense, settlement or prosecution of any Transaction Litigation; and (b) consult with the other Parties with respect to the defense, settlement and prosecution of any Transaction Litigation. The Company may shall not compromise compromise, settle or settlecome to an arrangement regarding, or agree to compromise compromise, settle or settlecome to an arrangement regarding, any Transaction Litigation unless Parent has shall have consented thereto in writing (such which consent will not to be unreasonably withheld, conditioned or delayed). For purposes of this Section 6.126.17, “participate” means that the Parties (i) the other Party shall will be kept apprised of proposed strategy and other significant decisions with respect to the Transaction Litigation by the first Party receiving notice of Transaction Litigation (to the extent that the attorney-client privilege between such Party and its counsel is not undermined or otherwise affected), and (ii) may will be afforded a reasonable opportunity to review any filings and Table of Contents responses, and offer comments and suggestions with respect thereto, and the other Party will consider all such comments or suggestions with respect to such Transaction Litigation but will not be afforded any decision-making power or other authority over such Transaction Litigation except for the settlement or compromise consent set forth abovein good faith.

Transaction Litigation. Prior to the Effective Time, each Party will provide the other Parties with prompt notice of all Transaction Litigation (including by providing copies of all pleadings with respect thereto) and keep such other Parties reasonably informed with respect to the status thereof. Each Party will (a) give the other Parties the opportunity to participate in (but not control) the defense, settlement or prosecution of any Transaction Litigation; and (b) consult with the other Parties with respect to the defense, settlement and prosecution of any Transaction Litigation. The Company No Party may not compromise or settle, or agree to compromise or settle, any Transaction Litigation unless Parent has the other Parties have consented thereto in writing (such which consent will not to be unreasonably withheld, conditioned or delayed). For purposes of this Section 6.126.14, “participate” means that (i) the other Party Parent shall be kept apprised of proposed strategy and other significant decisions with respect to the Transaction Litigation by the first Party receiving notice of Transaction Litigation (to the extent that the attorney-client privilege between such Party and its counsel is not undermined or otherwise affected), and (ii) may offer comments or suggestions with respect to such Transaction Litigation but will not be afforded any decision-making power or other authority over such Transaction Litigation except for the settlement or compromise consent set forth above. For the avoidance of doubt, any Legal Proceeding relating to Dissenting Shares shall be governed by Section 2.7(c).

Transaction Litigation. Prior to the Effective Time, each Party will (a) provide the other Parties with prompt notice of all Transaction Litigation (including by providing copies of all pleadings with respect thereto) and keep such other Parties reasonably informed with respect to the status thereof. Each Party will ; (ab) give the other Parties the opportunity to participate in (but not control) the defense, settlement or prosecution of any Transaction Litigation; and (bc) consult with the other Parties with respect to the defense, settlement and prosecution of any Transaction Litigation. The Company Prior to the Effective Time, no Party may not compromise or settle, or agree to compromise or settle, any Transaction Litigation unless Parent has the other Parties have consented thereto in writing (such which consent will not to be unreasonably withheld, conditioned or delayed). For purposes of this Section 6.126.14, “participate” means that (i) the other Party Parent shall be kept apprised of proposed strategy and other significant decisions with respect to the Transaction Litigation by the first Party receiving notice of Transaction Litigation (to the extent that the attorney-client privilege between such Party and its counsel is not undermined or otherwise affected), and (ii) may offer comments or suggestions with respect to such Transaction Litigation (which comments and suggestions shall be considered in good faith) but will not be afforded any decision-making power or other authority over such Transaction Litigation except for the settlement or compromise consent set forth above.

Transaction Litigation. Prior to the Effective Time, each Party will provide the other Parties with prompt notice of all Transaction Litigation (including by providing copies of all pleadings with respect thereto) and keep such other Parties reasonably informed with respect to the status thereof. Each Party will (a) give the other Parties the opportunity to participate in (but not control) the defense, settlement or prosecution of any Transaction Litigation; and (b) consult with the other Parties with respect to the defense, settlement and prosecution of any Transaction Litigation. The Company No Party may not compromise or settle, or agree to compromise or settle, any Transaction Litigation unless Parent has the other Parties have consented thereto in writing (such writing; provided, however, that the Company may compromise or settle any Transaction Litigation without any consent not to be unreasonably withheld, conditioned or delayedthe extent permitted by Section 5.2(h). For purposes of this Section 6.126.14, “participate” means that (i) the other a Party shall be kept apprised of proposed strategy and other significant decisions with respect to the Transaction Litigation by the first Party receiving notice of Transaction Litigation (to the extent that the attorney-client privilege between such Party and its counsel is not undermined or otherwise affected), and (ii) may offer comments or suggestions with respect to such Transaction Litigation but will not be afforded any decision-making power or other authority over such Transaction Litigation except for the settlement or compromise consent set forth above. For the avoidance of doubt, any Legal Proceeding relating to Dissenting Company Shares shall be governed by Section 2.7(c).

Transaction Litigation. Prior to the Effective Time, each Party will provide the other Parties with prompt notice of all Transaction Litigation (including by providing copies of all pleadings with respect thereto) and keep such other Parties reasonably informed with respect to the status thereof. Each Party will (a) give the other Parties the opportunity to participate in (but not control) the defense, settlement or prosecution of any Transaction Litigation; and (b) consult with the other Parties with respect to the defense, settlement and prosecution of any Transaction Litigation. The Company No Party may not compromise compromise, settle or settlecome to an arrangement regarding, or agree to compromise compromise, settle or settlecome to an arrangement regarding, any Transaction Litigation unless Parent has the other Parties have consented thereto in writing (such which consent will not to be unreasonably withheld, conditioned or delayed). For Without limitation to Section 6.17(b), for purposes of this Section 6.126.17, “participate” means that the Parties (i) the other Party shall will be kept apprised of proposed strategy and other significant decisions with respect to the Transaction Litigation by the first Party receiving notice of Transaction Litigation (to the extent that the attorney-client privilege between such Party and its counsel is not undermined or otherwise affected), and (ii) may will be afforded a reasonable opportunity to review any filings and responses, and offer comments or and suggestions with respect to such Transaction Litigation thereto, but will not be afforded any decision-making power or other authority over such Transaction Litigation except for the settlement or compromise consent set forth above; provided, the other Party will consider all such comments or suggestions in good faith.