Common use of Certain Litigation Clause in Contracts

Certain Litigation. Each Party shall promptly advise the other Party orally and in writing of any actual or threatened shareholder or stockholder litigation against such Party and/or the members of the board of directors of Charter or the board of directors of CenterState related to this Agreement or the Merger and the other transactions contemplated by this Agreement. Charter shall: (i) permit CenterState to review and discuss in advance, and consider in good faith the views of CenterState in connection with, any proposed written or oral response to such shareholder or stockholder litigation; (ii) furnish CenterState’s outside legal counsel with all non-privileged information and documents which outside counsel may reasonably request in connection with such shareholder or stockholder litigation; (iii) consult with CenterState regarding the defense or settlement of any such shareholder or stockholder litigation, shall give due consideration to CenterState’s advice with respect to such shareholder or stockholder litigation and shall not settle any such litigation prior to such consultation and consideration; provided, however, that Charter shall not settle any such shareholder or stockholder litigation if such settlement requires the payment of money damages, without the written consent of CenterState (such consent not to be unreasonably withheld, conditioned or delayed) unless the payment of any such damages by Charter is reasonably expected by Charter, following consultation with outside counsel, to be fully covered (disregarding any deductible to be paid by Charter) under Charter’s existing director and officer insurance policies.

Certain Litigation. Each Party party shall promptly advise the other Party party orally and in writing of any actual or threatened shareholder or stockholder litigation against such Party party and/or the members of the such party’s board of directors of Charter or the board of directors of CenterState related to this Agreement or the Merger and the other transactions contemplated by this Agreement. Charter Seller shall: (i) permit CenterState Buyer to review and discuss in advance, and consider in good faith the views view of CenterState Buyer in connection with, any proposed written or oral response to such shareholder or stockholder litigation; (ii) furnish CenterStateBuyer’s outside legal counsel with all non-privileged information and documents which outside legal counsel may reasonably request in connection with such shareholder or stockholder litigation; (iii) consult with CenterState Buyer regarding the defense or settlement of any such shareholder or stockholder litigation, shall give due consideration to CenterState’s advice with respect to such shareholder or stockholder litigation and shall (iv) not settle any such litigation prior to such consultation and consideration; provided, however, that Charter Seller shall not settle any such shareholder or stockholder litigation if such settlement requires the payment of money damages, without the written consent of CenterState Buyer (such consent not to be unreasonably withheld, conditioned or delayed) unless the payment of any such damages by Charter Seller is reasonably expected by CharterSeller, following consultation with outside counsel, to be fully covered (disregarding any deductible to be paid by CharterSeller) under CharterSeller’s existing director and officer insurance policies, including any tail policy.

Certain Litigation. Each Party shall promptly advise the other Party orally and in writing of any actual or threatened shareholder or stockholder litigation against such Party or any of its Subsidiaries and/or the members of the board boards of directors of Charter Seller or the board of directors of CenterState Buyer or their respective Subsidiaries related to this Agreement or the Merger and the other transactions contemplated by this Agreement. Charter Seller shall: (i) permit CenterState Buyer to review and discuss in advance, and consider in good faith the views of CenterState Buyer in connection with, any proposed written or oral response to such shareholder or stockholder litigation; (ii) furnish CenterStateBuyer’s outside legal counsel with all non-privileged information and documents which outside counsel may reasonably request in connection with such shareholder or stockholder litigation; (iii) consult with CenterState Buyer regarding the defense or settlement of any such shareholder or stockholder litigation, shall give due consideration to CenterStateBuyer’s advice with respect to such shareholder or stockholder litigation and shall not settle any such litigation prior to such consultation and consideration; provided, however, that Charter Seller shall not settle any such shareholder or stockholder litigation if such settlement requires the payment of money damages, without the written consent of CenterState Buyer (such consent not to be unreasonably withheld, conditioned or delayed) unless the payment of any such damages by Charter Seller is reasonably expected by CharterSeller, following consultation with outside counsel, to be fully covered (disregarding any deductible to be paid by CharterSeller) under CharterSeller’s existing director and officer insurance policies, including any tail policy.

Certain Litigation. Each Party Company shall promptly advise the other Party Buyer orally and in writing of any actual or threatened shareholder or stockholder litigation against such Party Company and/or the members of the board of directors of Charter or the board of directors of CenterState Company Board related to this Agreement or the Merger and the other transactions contemplated by this Agreement. Charter Company shall: (i) permit CenterState Buyer to review and discuss in advance, and consider in good faith the views of CenterState Buyer in connection with, any proposed written or oral response to such shareholder or stockholder litigation; (ii) furnish CenterStateBuyer’s outside legal counsel with all non-privileged information and documents which outside counsel may reasonably request in connection with such shareholder or stockholder litigation; (iii) consult with CenterState Buyer regarding the defense or settlement of any such shareholder or stockholder litigation, shall give due consideration to CenterStateBuyer’s advice with respect to such shareholder or stockholder litigation and shall not settle any such litigation prior to such consultation and consideration; provided, however, that Charter Company shall not settle any such shareholder or stockholder litigation if such settlement requires the payment of money damages, without the written consent of CenterState Buyer (such consent not to be unreasonably withheld, conditioned withheld or delayed) unless the payment of any such damages by Charter Company is reasonably expected by CharterCompany, following consultation with outside counsel, to be fully covered (disregarding any deductible to be paid by CharterCompany) under CharterCompany’s existing director and officer insurance policies, including any tail policy.

Certain Litigation. Each Party party shall promptly advise the other Party party orally and in writing of any actual or threatened shareholder or stockholder litigation against such Party party and/or the members of the such party’s board of directors of Charter or the board of directors of CenterState related to this Agreement or the Merger and the other transactions contemplated by this Agreement. Charter HPBC shall: (i) permit CenterState BNC to review and discuss in advance, and consider in good faith the views view of CenterState BNC in connection with, any proposed written or oral response to such shareholder or stockholder litigation; (ii) furnish CenterStateBNC’s outside legal counsel with all non-privileged information and documents which outside legal counsel may reasonably request in connection with such shareholder or stockholder litigation; (iii) consult with CenterState BNC regarding the defense or settlement of any such shareholder or stockholder litigation, shall give due consideration to CenterState’s advice with respect to such shareholder or stockholder litigation and shall (iv) not settle any such litigation prior to such consultation and consideration; provided, however, that Charter HPBC shall not settle any such shareholder or stockholder litigation if such settlement requires the payment of money damages, without the written consent of CenterState BNC (such consent not to be unreasonably withheld, conditioned or delayed) unless the payment of any such damages by Charter HPBC is reasonably expected by CharterHPBC, following consultation with outside counsel, to be fully covered (disregarding any deductible to be paid by CharterHPBC) under CharterHPBC’s existing director and officer insurance policies, including any tail policy.

Certain Litigation. Each Party Company shall promptly advise the other Party Buyer orally and in writing of any actual or threatened shareholder or stockholder litigation against such Party Company, its Subsidiaries and/or the members of the board of directors of Charter or the board of directors of CenterState Company Board related to this Agreement or the Merger and the other transactions contemplated by this Agreement. Charter Company shall: (i) permit CenterState Buyer to review and discuss in advance, and consider in good faith the views of CenterState Buyer in connection with, any proposed written or oral response to such shareholder or stockholder litigation; (ii) furnish CenterStateBuyer’s outside legal counsel with all non-privileged information and documents which outside counsel may reasonably request in connection with such shareholder or stockholder litigation; (iii) consult with CenterState Buyer regarding the defense or settlement of any such shareholder or stockholder litigation, shall give due consideration to CenterStateconsider in good faith the views of Buyer’s advice with respect to such shareholder or stockholder litigation and shall not settle any such litigation prior to such consultation and consideration; provided, however, that Charter Company shall not settle any such shareholder or stockholder litigation if such settlement requires the payment of money damages, without the written consent of CenterState Buyer (such consent not to be unreasonably withheld, conditioned withheld or delayed) unless the payment of any such damages by Charter Company is reasonably expected by CharterCompany, following consultation with outside counsel, to be fully covered (disregarding any deductible to be paid by CharterCompany) under CharterCompany’s existing director and officer insurance policies, including any tail policy.

Certain Litigation. Each Party party shall promptly advise the other Party party orally and in writing of any actual or threatened shareholder or stockholder litigation against such Party party and/or the members of the Company Board or Buyer’s board of directors of Charter or the board of directors of CenterState related to this Agreement or the Merger and the other transactions contemplated by this Agreement. Charter Company shall: (i) permit CenterState Buyer to review and discuss in advance, and consider in good faith the views of CenterState Buyer in connection with, any proposed written or oral response to such shareholder or stockholder litigation; (ii) furnish CenterStateBuyer’s outside legal counsel with all non-privileged information and documents which outside counsel may reasonably request in connection with such shareholder or stockholder litigation; (iii) consult with CenterState Buyer regarding the defense or settlement of any such shareholder or stockholder litigation, shall give due consideration to CenterStateBuyer’s advice with respect to such shareholder or stockholder litigation and shall not settle any such litigation prior to such consultation and consideration; provided, however, that Charter Company shall not settle any such shareholder or stockholder litigation if such settlement requires the payment of money damages, without the written consent of CenterState Buyer (such consent not to be unreasonably withheld, conditioned or delayed) unless the payment of any such damages by Charter Company is reasonably expected by CharterCompany, following consultation with outside counsel, to be fully covered (disregarding any deductible to be paid by CharterCompany) under CharterCompany’s existing director and officer insurance policies, including any tail policy.