Common use of Certain Litigation Clause in Contracts

Certain Litigation. In the event that any litigation related to this Agreement and/or the Contemplated Transactions is brought by, or threatened in writing by, any Person against the Company and/or its directors or officers, the Company shall promptly notify Parent of such litigation and shall keep Parent reasonably informed with respect to the status thereof. Notwithstanding anything to the contrary herein (but subject to the following sentence), the Company shall have the right to control the defense of any such litigation; provided that the Company shall give the Parent the opportunity to participate, at the Parent’s expense, in the defense of any such litigation and the Company shall give due consideration to the Parent’s advice with respect to such litigation. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not settle, offer to settle, or enter into any negotiations or agreements with respect to the settlement or potential settlement of any such litigation without the prior written consent of Parent, which consent shall not be unreasonably conditioned, withheld or delayed (provided that Parent shall not withhold its consent if the settlement involves (a) solely the payment of an aggregate amount not to exceed $100,000 and supplemental disclosure (provided, further that the Parent shall be given reasonable opportunity to review and comment on any supplemental disclosure and the Company shall consider in good faith any reasonable changes thereto proposed by Parent), (b) no admission of wrongdoing or liability, (c) no injunctive or similar relief, (d) a complete and unconditional release from the named plaintiff(s) of all defendants in respect of all disclosure claims then pending relating to this Agreement and the Contemplated Transactions, (e) the withdrawal or dismissal of all claims and actions then pending relating to this Agreement and the Contemplated Transactions and (f) no restrictions on the Company’s ability to conduct its business following the Closing). Each of the Parent and the Company shall notify the other promptly of the commencement, or commencement threatened in writing, of any such litigation of which it has received notice.

Certain Litigation. In (a) Purchaser shall assume the event that control and defense at its sole expense of all stockholder litigation against Purchaser, any litigation related to this Agreement and/or of its Subsidiaries or any of the Contemplated Transactions is brought bydirectors, managers, or threatened officers of Purchaser or its Subsidiaries, in writing byeach case, any Person against arising out of or in connection with this Agreement, the Ancillary Agreements or the Transactions (collectively, the “Stockholder Litigation (Purchaser)”); provided, however, that (i) Purchaser shall promptly as practicable notify the Company and/or its directors or officers, and the Sellers of such Stockholder Litigation (Purchaser) and (ii) Purchaser shall keep the Company shall promptly notify Parent of such litigation and shall keep Parent the Sellers reasonably informed with respect to the status thereofof such Stockholder Litigation (Purchaser). Notwithstanding anything to The Company shall assume the contrary herein (but subject to control and defense at its sole expense of all stockholder litigation against the following sentence)Company, any of its Subsidiaries or any of the directors, managers or officers of the Company shall have the right to control the defense of any such litigation; provided that the Company shall give the Parent the opportunity to participate, at the Parent’s expenseor its Subsidiaries, in the defense each case, arising out of any such litigation and the Company shall give due consideration to the Parent’s advice or in connection with respect to such litigation. Notwithstanding anything to the contrary contained in this Agreement, the Ancillary Agreements or the Transactions (collectively, the “Stockholder Litigation (Company)”); provided, however, that (i) the Company shall not settle, offer to settle, or enter into any negotiations or agreements with respect to promptly as practicable notify Purchaser of such Stockholder Litigation (Company) and (ii) the settlement or potential settlement Company shall keep Purchaser reasonably informed concerning the status of any such litigation without Stockholder Litigation (Company). (b) Purchaser shall obtain the prior written consent of Parent, the Company (which consent shall not be unreasonably withheld, conditioned, withheld or delayed delayed) before entering into any settlement, understanding, or other agreement relating to such Stockholder Litigation (provided that Parent Purchaser). The Company shall obtain the prior written consent of Purchaser (which shall not withhold its consent if the settlement involves be unreasonably withheld, conditioned, or delayed) before entering into any settlement, understanding, or other agreement relating to such Stockholder Litigation (a) solely the payment of an aggregate amount not to exceed $100,000 and supplemental disclosure (provided, further that the Parent shall be given reasonable opportunity to review and comment on any supplemental disclosure and the Company shall consider in good faith any reasonable changes thereto proposed by ParentCompany), (b) no admission of wrongdoing or liability, . (c) no injunctive or similar reliefEach Party shall cooperate, (d) a complete and unconditional release from the named plaintiff(s) of all defendants cause its Affiliates to cooperate, in respect of all disclosure claims then pending relating to this Agreement and the Contemplated Transactions, (e) the withdrawal or dismissal of all claims and actions then pending relating to this Agreement and the Contemplated Transactions and (f) no restrictions on the Company’s ability to conduct its business following the Closing). Each of the Parent and the Company shall notify the other promptly of the commencement, or commencement threatened in writing, defense of any Stockholder Litigation (Purchaser) or any Stockholder Litigation (Company) and shall furnish or cause to be furnished such litigation of which it has received noticerecords, information, and testimony, and attend, at each Party’s own expense, such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection with such Stockholder Litigation (Purchaser) or such Stockholder Litigation (Company).

Certain Litigation. In Each of the event that parties hereto shall promptly advise the other parties orally and in writing of any litigation related commenced by any stockholder of the Company after the date hereof against such party or any of its directors or Affiliates relating to this Agreement, the Merger, the Voting and Support Agreement and/or the Contemplated Transactions is brought bytransactions provided for herein and therein. In addition, or threatened in writing by, any Person against the Company and/or its directors or officerssubject to a customary joint defense agreement, the Company shall promptly notify Parent of such litigation and shall keep Parent Newco reasonably informed regarding any litigation commenced by any stockholder of the Company after the date hereof against the Company or any of its directors or Affiliates relating to this Agreement, the Merger, the Voting and Support Agreement or the transactions provided for herein and therein. The Company shall give Newco the opportunity to consult with respect to the status thereof. Notwithstanding anything to the contrary herein Company regarding (but subject not to the following sentence), the Company shall have the right to control control) the defense or settlement of any such stockholder litigation; provided that the Company shall give the Parent the opportunity to participate, at the Parent’s expense, in the defense of any such litigation and the Company shall give due consideration to the ParentNewco’s advice with respect to such litigation. Notwithstanding anything to the contrary contained in this Agreement, the Company stockholder litigation and shall not settle, offer to settle, or enter into any negotiations or agreements with respect to the settlement or potential settlement of settle any such stockholder litigation without the prior written consent of ParentNewco unless such settlement requires only an immaterial payment by the Company, which consent shall not be unreasonably conditioned, withheld or delayed (provided that Parent shall not withhold its consent if the settlement involves (a) solely the payment of an aggregate amount not to exceed $100,000 and supplemental disclosure (provided, further that the Parent shall be given reasonable opportunity to review and comment on any supplemental disclosure and the Company shall consider in good faith any reasonable changes thereto proposed by Parent), (b) no admission of wrongdoing or liability, (c) no injunctive or similar relief, (d) a complete and unconditional release from the named plaintiff(s) of all defendants in respect of all disclosure claims then pending relating to this Agreement and the Contemplated Transactions, (e) the withdrawal or dismissal of all claims and actions then pending relating to this Agreement and the Contemplated Transactions and (f) contains no restrictions on the Company’s ability operations, and contains no admission of fault by the Company. In the event that (i) a proposed settlement of any stockholder litigation (of which Newco has been advised and kept informed in accordance with the terms of this Section 6.9) would not have a Company Material Adverse Effect (a “Proposed Settlement”), (ii) Newco does not consent to conduct such Proposed Settlement and (iii) the ultimate resolution of such litigation is less favorable to the Company and its business following Subsidiaries than the Closing)Proposed Settlement, then such resolution and the effects thereof on the Company and its Subsidiaries shall not constitute, or be considered in determining the existence or occurrence of, a Company Material Adverse Effect. Each of the Parent and In addition, the Company shall notify not cooperate with any third party that may hereafter seek to restrain or prohibit or otherwise oppose the other promptly of the commencement, or commencement threatened in writing, of Merger and shall cooperate with Newco to resist any such litigation of which it has received noticeeffort to restrain or prohibit or otherwise oppose the Merger.

Certain Litigation. In (a) Parent shall assume the event that any control and defense at its sole expense of all stockholder litigation related to this Agreement and/or the Contemplated Transactions is brought by, or threatened in writing byagainst Parent, any Person of its Subsidiaries or any of the directors, managers or officers of Parent or its Subsidiaries (such Persons, the “Covered Persons (Parent)”), in each case, arising out of or in connection with this Agreement, the Ancillary Agreements or the Transactions (collectively, the “Stockholder Litigation (Parent)”); provided, that (i) Parent shall promptly as practicable notify the Company of such Stockholder Litigation (Parent) and (ii) Parent shall keep the Company reasonably informed with respect to the status of such Stockholder Litigation (Parent). The Company shall assume the control and defense at its sole expense of all stockholder litigation against the Company, any of its Subsidiaries or any of the directors, managers or officers of the Company and/or or its directors Subsidiaries (such Persons, the “Covered Persons (Company)”), in each case, arising out of or officersin connection with this Agreement, the Ancillary Agreements or the Transactions (collectively, the “Stockholder Litigation (Company)”); provided, that (i) the Company shall promptly as practicable notify Parent of such litigation Stockholder Litigation (Parent) and (ii) the Company shall keep Parent reasonably informed with respect to the status thereof. Notwithstanding anything to of such Stockholder Litigation (Company). (b) Parent shall obtain the contrary herein (but subject to the following sentence), prior written consent of the Company (which shall have the right not be unreasonably withheld, conditioned or delayed) before entering into any settlement, understanding or other agreement relating to control the defense of any such litigation; provided that the Stockholder Litigation (Parent). The Company shall give obtain the prior written consent of Parent the opportunity (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement, understanding or other agreement relating to participatesuch Stockholder Litigation (Company). (c) Each Party shall cooperate, at the Parent’s expenseand cause its Affiliates to cooperate, in the defense of any Stockholder Litigation (Parent) or any Stockholder Litigation (Company) and shall furnish or cause to be furnished such litigation records, information and the Company shall give due consideration to the testimony, and attend, at each Party’s own expense, such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection with such Stockholder Litigation (Parent’s advice with respect to ) or such litigation. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not settle, offer to settle, or enter into any negotiations or agreements with respect to the settlement or potential settlement of any such litigation without the prior written consent of Parent, which consent shall not be unreasonably conditioned, withheld or delayed Stockholder Litigation (provided that Parent shall not withhold its consent if the settlement involves (a) solely the payment of an aggregate amount not to exceed $100,000 and supplemental disclosure (provided, further that the Parent shall be given reasonable opportunity to review and comment on any supplemental disclosure and the Company shall consider in good faith any reasonable changes thereto proposed by ParentCompany), (b) no admission of wrongdoing or liability, (c) no injunctive or similar relief, (d) a complete and unconditional release from the named plaintiff(s) of all defendants in respect of all disclosure claims then pending relating to this Agreement and the Contemplated Transactions, (e) the withdrawal or dismissal of all claims and actions then pending relating to this Agreement and the Contemplated Transactions and (f) no restrictions on the Company’s ability to conduct its business following the Closing). Each of the Parent and the Company shall notify the other promptly of the commencement, or commencement threatened in writing, of any such litigation of which it has received notice.

Certain Litigation. In (a) Purchaser shall assume the event that any control and defense at its sole expense of all stockholder litigation related to this Agreement and/or the Contemplated Transactions is brought by, or threatened in writing byagainst Purchaser, any Person against of its Subsidiaries or any of the directors, managers or officers of Purchaser or its Subsidiaries, in each case, arising out of or in connection with this Agreement, the Ancillary Agreements or the Transactions (collectively, the “Stockholder Litigation (Purchaser)”); provided, however, that (i) Purchaser shall promptly as practicable notify the Company and/or its directors or officers, and the Sellers of such Stockholder Litigation (Purchaser) and (ii) Purchaser shall keep the Company shall promptly notify Parent of such litigation and shall keep Parent the Sellers reasonably informed with respect to the status thereofof such Stockholder Litigation (Purchaser). Notwithstanding anything to The Company shall assume the contrary herein control and defense at its sole expense of all stockholder litigation against the Company, any of its Subsidiaries or any of the directors or officers of the Company or its Subsidiaries, in each case, arising out of or in connection with this Agreement, the Ancillary Agreements or the Transactions (but subject to collectively, the following sentence“Stockholder Litigation (Company)”); provided, however, that (i) the Company shall have the right to control the defense promptly as practicable notify Purchaser of any such litigation; provided that Stockholder Litigation (Company) and (ii) the Company shall give keep Purchaser reasonably informed with respect to the Parent status of such Stockholder Litigation (Company). (b) Purchaser shall obtain the opportunity prior written consent of the Company (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement, understanding or other agreement relating to participatesuch Stockholder Litigation (Purchaser). The Company shall obtain the prior written consent of Purchaser (which shall not be unreasonably withheld, at the Parent’s expenseconditioned or delayed) before entering into any settlement, understanding or other agreement relating to such Stockholder Litigation (Company). (c) Each Party shall cooperate, and cause its Affiliates to cooperate, in the defense of any Stockholder Litigation (Purchaser) or any Stockholder Litigation (Company) and shall furnish or cause to be furnished such litigation records, information and the Company shall give due consideration to the Parenttestimony, and attend, at each Party’s advice own expense, such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection with respect to such litigation. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not settle, offer to settle, Stockholder Litigation (Purchaser) or enter into any negotiations or agreements with respect to the settlement or potential settlement of any such litigation without the prior written consent of Parent, which consent shall not be unreasonably conditioned, withheld or delayed Stockholder Litigation (provided that Parent shall not withhold its consent if the settlement involves (a) solely the payment of an aggregate amount not to exceed $100,000 and supplemental disclosure (provided, further that the Parent shall be given reasonable opportunity to review and comment on any supplemental disclosure and the Company shall consider in good faith any reasonable changes thereto proposed by ParentCompany), (b) no admission of wrongdoing or liability, (c) no injunctive or similar relief, (d) a complete and unconditional release from the named plaintiff(s) of all defendants in respect of all disclosure claims then pending relating to this Agreement and the Contemplated Transactions, (e) the withdrawal or dismissal of all claims and actions then pending relating to this Agreement and the Contemplated Transactions and (f) no restrictions on the Company’s ability to conduct its business following the Closing). Each of the Parent and the Company shall notify the other promptly of the commencement, or commencement threatened in writing, of any such litigation of which it has received notice.

Certain Litigation. In the event that any litigation related to this Agreement and/or the Contemplated Transactions is brought by, or threatened in writing by, any Person against the Company and/or its directors or officers, the Company shall promptly notify Parent of such litigation and shall keep Parent reasonably informed with respect to the status thereof. Notwithstanding anything to the contrary herein (but subject to the following sentence), the Company shall have the right to control the defense of any such litigation; provided that the Company shall give the Parent the opportunity to participate, at the Parent’s expense, in the defense of any such litigation, the Company shall give Parent the right to review and comment in advance on all filings or responses to be made by the Company in connection with any such litigation (and the Company shall consider in good faith any reasonable changes thereto proposed by Parent) and the Company shall otherwise give due consideration to the Parent’s advice with respect to such litigation. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not settle, offer to settle, or enter into any negotiations or agreements with respect to the settlement or potential settlement of any such litigation without the prior written consent of Parent, which consent shall not be unreasonably conditioned, withheld or delayed (provided that provided, that, Parent shall not withhold its consent if the settlement involves (a) solely the payment of an aggregate amount not to exceed $100,000 the amount set forth on Schedule 5.10 and such settlement is fully covered by the Company’s insurance policies (other than any applicable deductible), and supplemental disclosure (provided, further that the Parent shall be given reasonable opportunity to review and comment on any supplemental disclosure and the Company shall consider in good faith any reasonable changes thereto proposed by Parent), (b) no admission of wrongdoing or liability, (c) no injunctive or similar relief, (d) a complete and unconditional release from the named plaintiff(s) of all defendants in respect of all disclosure claims then pending relating to this Agreement and the Contemplated Transactions, (e) the withdrawal or dismissal of all claims and actions then pending relating to this Agreement and the Contemplated Transactions and (f) no restrictions on the Company’s ability to conduct its business following the Closing). Each of the Parent and the Company shall notify the other promptly of the commencement, or commencement threatened in writing, of any such litigation of which it has received notice.

Certain Litigation. In (a) For the event that any litigation related to this Agreement and/or the Contemplated Transactions is brought by, or threatened in writing by, any Person against the Company and/or its directors or officersavoidance of doubt, the Company Parties hereby agree that following the Closing, the Actions set forth on Schedule 9.12 hereto (the “Specified Litigation”) shall promptly notify Parent remain claims of such litigation Strata. (b) All documented, out-of-pocket costs and expenses incurred in connection with the Specified Litigation shall keep Parent reasonably informed be borne [***%***] by Seller Group Members, on the one hand (the “Seller Specified Litigation Costs”), and [***%***]by Buyer, on the other hand. The Seller Group Members shall reimburse Buyer from time to time, on a no less than annual but no more than quarterly basis, with respect to the status thereofSeller Specified Litigation Costs. (c) All payments, awards or other proceeds received by Strata in respect of the Specified Litigation following the Closing (the “Specified Litigation Awards”) shall be allocated [***%***]to Seller Group Members, on the one hand (the “Seller Specified Litigation Awards”), and [***%***] to Buyer, on the other hand. Promptly following ▇▇▇▇▇▇’s receipt of any Specified Litigation Award (and in any event within five (5) Business Days of such receipt), Buyer shall pay the Sellers’ Representative an amount equal to the Seller Specified Litigation Awards, minus any Seller Specified Litigation Costs that are unpaid as of such date or reasonably expected to be incurred following such date. (d) Following the Closing Date, except as the Parties may otherwise agree, ▇▇▇▇▇ (i) shall control the investigation, prosecution, defense and appeal of the Specified Litigation and (ii) may settle, compromise, or consent to the entry of any judgment with respect to the Specified Litigation without the consent of any Seller Group Member. Buyer shall use commercially reasonable efforts to (x) upon request, keep the Sellers’ Representative (on behalf of the Seller Group Members) reasonably informed of all material filings, pleadings or updates with respect to the Specified Litigation and (y) reasonably consult with the Sellers’ Representative (on behalf of the Seller Group Members) with respect to the Specified Litigation. (e) From and after the Closing Date, the Sellers’ Representative (on behalf of the Seller Group Members) and Buyer shall use reasonable efforts to make available to each other, upon written request, reasonable access (in a manner so as not to interfere with the normal business operations of the Acquired Entities) to their respective officers, directors, employees and agents to the extent that any such Person may reasonably be required in connection with the Specified Litigation. Each of the Parties agrees to retain and provide the other Party with reasonable access (in a manner so as not to interfere with the normal business operations of the Acquired Companies) to, all books and records in their respective possession relating to the Specified Litigation until such Action is fully and finally resolved. Notwithstanding anything to the contrary herein contrary, (but subject i) none of Buyer, the Acquired Entities or their Affiliates, on the one hand, or the Seller Group Members and their Affiliates, on the other hand, shall be required to disclose to the following sentence), other Parties or any of its representatives any books and records or other information if doing so would violate any applicable Laws or contractual obligations to which the Company shall have the right to control the defense of any disclosing Party is subject or which such litigation; provided that the Company shall give the Parent the opportunity to participate, at the Parent’s expense, in the defense of any such litigation and the Company shall give due consideration to the Parent’s advice with respect to such litigation. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not settle, offer to settle, or enter into any negotiations or agreements with respect to the settlement or potential settlement of any such litigation without the prior written consent of Parent, which consent shall not be unreasonably conditioned, withheld or delayed (provided that Parent shall not withhold its consent if the settlement involves (a) solely the payment of an aggregate amount not to exceed $100,000 and supplemental disclosure (provided, further that the Parent shall be given reasonable opportunity to review and comment on any supplemental disclosure and the Company shall consider disclosing Party reasonably determines in good faith any reasonable changes thereto proposed by Parent), (b) no admission upon the advice of wrongdoing or liability, (c) no injunctive or similar relief, (d) a complete counsel could result in the loss of attorney-client and unconditional release from the named plaintiff(s) of all defendants in respect of all disclosure claims then pending relating to this Agreement and the Contemplated Transactions, (e) the withdrawal or dismissal of all claims and actions then pending relating to this Agreement and the Contemplated Transactions work product privileges and (fii) no restrictions on the Company’s ability to conduct its business following the Closing). Each each of the Parent Parties may condition the disclosure of any books and the Company shall notify records or other information disclosed to the other promptly Parties under this Section 9.12 upon receipt of a confidentiality agreement in form and substance reasonably satisfactory to the commencement, or commencement threatened in writing, of any such litigation of which it has received noticeParties.