Common use of Transaction Litigation Clause in Contracts

Transaction Litigation. From and after the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its terms, GX, on the one hand, and the Company, on the other hand, shall, to the extent permitted by applicable Law, each notify the other in writing promptly after learning of any shareholder demands or other shareholder Actions (including derivative claims) relating to this Agreement, any Ancillary Agreement or any matters relating hereto or thereto (collectively, the “Transaction Litigation”) commenced against, in the case of GX, GX or any of its representatives (in their capacity as such) or, in the case of the Company, the Company, its Subsidiaries or any of their respective representatives (in their capacity as such). GX and the Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, including by providing it with a reasonable opportunity to offer timely comments, suggestions or advice with respect to such Transaction Litigation and considering in good faith such timely comments, suggestions or advice with respect to such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation and (iv) reasonably cooperate with each other. In no event shall (x) GX or any of its representatives (in their capacity as such) settle or compromise any Transaction Litigation without the prior written consent of the Company (not to be unreasonable withheld, conditioned or delayed) or (y) the Company or any of its Subsidiaries or their respective representatives (in their capacity as such) settle or compromise any Transaction Litigation without the prior written consent of GX (not to be unreasonable withheld, conditioned or delayed).

Transaction Litigation. From Subject to entry into a customary joint defense agreement, the Company shall give Parent the opportunity to consult with the Company and after participate in the date defense or settlement of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its terms, GX, on the one hand, and any shareholder litigation against the Company, on the other handany Company Subsidiary or their respective directors or officers (each, shall, to the extent permitted by applicable Law, each notify the other in writing promptly after learning of any shareholder demands or other shareholder Actions (including derivative claimsa “Company Party”) relating to this Agreement, any Ancillary Agreement the Merger or any matters relating hereto or thereto (collectively, the “Transaction Litigation”) commenced against, in the case of GX, GX or any of its representatives (in their capacity as such) or, in the case other Transactions. None of the Company, the Company, its Subsidiaries any Company Subsidiary or any Representative of their respective representatives (in their capacity as such). GX and the Company shall each (i) keep the other reasonably informed compromise, settle or come to an arrangement regarding any Transaction Litigationsuch shareholder litigation, in each case unless Parent shall have consented in writing (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, including by providing it with a reasonable opportunity to offer timely comments, suggestions or advice with respect to such Transaction Litigation and considering in good faith such timely comments, suggestions or advice with respect to such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation and (iv) reasonably cooperate with each other. In no event which consent shall (x) GX or any of its representatives (in their capacity as such) settle or compromise any Transaction Litigation without the prior written consent of the Company (not to be unreasonable withheld, conditioned or delayed) or (y) the Company or any of its Subsidiaries or their respective representatives (in their capacity as such) settle or compromise any Transaction Litigation without the prior written consent of GX (not to be unreasonable unreasonably withheld, conditioned or delayed); provided that the Company may compromise, settle or come to an agreement regarding shareholder litigation made or pending against a Company Party, if each of the following conditions are met: (i) the resolution of all such litigation requires payment from the Company or any of the Company Subsidiaries or Representatives in an amount not to exceed the amount set forth in Section 6.12 of the Company Disclosure Schedule or the provision of disclosures to the shareholders of the Company relating to the Merger (provided that 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); (ii) the settlement provides for no injunctive or similar relief prohibiting or mandating certain action by the Company, Parent, Merger Sub, Guarantor, the Surviving Corporation or any of their respective Affiliates, Subsidiaries or Representatives; (iii) the settlement provides that Parent and its Subsidiaries and Representatives are released from all liability in connection therewith with prejudice; (iv) none of Parent, Merger Sub, the Company, and their respective Subsidiaries and Representatives are required to admit any wrongdoing as part of the settlement, and (v) the withdrawal or dismissal (with prejudice) of all shareholder claims and actions then pending relating to this Agreement, the Merger or the other Transactions.

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

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

Transaction Litigation. From and after the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, GXSPAC, on the one hand, and the Company, on the other hand, shall, to the extent permitted by applicable Law, shall each notify the other in writing promptly after learning of any shareholder or stockholder demands or other shareholder Actions or stockholder Legal Proceedings (including derivative claims) relating to this Agreement, any Ancillary other Transaction Agreement or any other matters relating hereto or thereto (collectively, the “Transaction Litigation”) commenced against, in the case of GXSPAC, GX it, its Affiliates or any of its representatives their respective Representatives (in their capacity as suchRepresentatives) or, in the case of the Company, the Companyit, its Subsidiaries Affiliates or any of their respective representatives Representatives (in their capacity as suchRepresentatives). GX SPAC and the Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, including by providing it with a reasonable opportunity to offer timely comments, suggestions or advice with respect to such Transaction Litigation and considering in good faith such timely comments, suggestions or advice with respect to such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation. Notwithstanding the foregoing, subject to and without limiting the covenants and agreements, and the rights of the other Party set forth in the immediately preceding sentence, SPAC or its Affiliates shall control the negotiation, defense and settlement of any Transaction Litigation brought against SPAC or its Affiliates or any of their respective Representatives, and (iv) reasonably cooperate with each other. In the Company or its Affiliates shall control the negotiation, defense and settlement of any Transaction Litigation brought against the Company or its Affiliates or any of their respective Representatives; provided, however, that prior to the Closing in no event shall (x) GX either Party, its Affiliates, or any of its representatives (in their capacity as such) respective Representatives settle or compromise any Transaction Litigation without the prior written consent of the Company other Party (not to be unreasonable withheld, conditioned or delayed) or (y) the Company or any of its Subsidiaries or their respective representatives (in their capacity as such) settle or compromise any Transaction Litigation without the prior written consent of GX (not to be unreasonable unreasonably withheld, conditioned or delayed).

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

Transaction Litigation. From and after During the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its termsInterim Period, GXSPAC, on the one hand, and the Company, on the other hand, shall, to the extent permitted by applicable Law, shall each notify the other in writing promptly after learning of any shareholder demands stockholder demand (or threat thereof) or other shareholder Actions stockholder Proceeding, claim, investigation, examination or inquiry, whether or not before any Governmental Entity (including derivative claims) ), relating to this Agreement, any Ancillary Agreement or any matters relating hereto or thereto of the transactions contemplated hereby (collectively, the “Transaction Litigation”) commenced againstor, to the knowledge of SPAC or to the knowledge of the Company, as applicable, threatened in writing against (a) in the case of GXSPAC, GX SPAC, any of SPAC’s Affiliates or any of its representatives their respective Representatives or stockholders (in their capacity as such), or (b) or, in the case of the Company, the Company, its Subsidiaries any of the Company’s Affiliates or any of their respective representatives Representatives or stockholders (in their capacity as such). GX SPAC and the Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, including by providing it with a reasonable opportunity to offer timely comments, suggestions or advice with respect to such Transaction Litigation and considering in good faith such timely comments, suggestions or advice with respect to such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation Litigation, and (iv) reasonably cooperate with each other. In other with respect to any Transaction Litigation; provided, however, that in no event shall (x) GX the Company, any of the Company’s Affiliates or any of its representatives (in their capacity as such) respective Representatives settle or compromise any Transaction Litigation without the prior written consent of the Company SPAC (such consent not to be unreasonable unreasonably withheld, conditioned or delayed) or (y) the Company SPAC, any of SPAC’s Affiliates or any of its Subsidiaries or their respective representatives (in their capacity as such) Representatives settle or compromise any Transaction Litigation without the Company’s prior written consent of GX (such consent not to be unreasonable unreasonably withheld, conditioned or delayed). Notwithstanding anything to the contrary in the Agreement, in the event that this Section 5.19 conflicts with Section 2.8, then Section 2.8 shall govern and control solely to the extent of such conflict.

Transaction Litigation. From and after the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its terms, GX, on the one hand, and the Company, on the other hand, shall, to the extent permitted by applicable Law, each Each Party shall promptly notify the other Party in writing promptly after learning upon becoming aware of any shareholder demands or other shareholder Actions (including derivative claims) relating litigation related to this Agreement, the Transactions or the other transactions contemplated by this Agreement that is brought against any Ancillary Agreement Party, a Subsidiary of any Party or any matters relating hereto its or thereto their respective current or former directors or officers (collectively, the “Transaction Litigation”). Without limitation to the rights and obligations set forth in Article XI, prior to the Mandatory Exchange Effective Time, (a) IAC shall have the right to control any Transaction Litigation (provided that the Match Separation Committee or its designee shall have the right to control (x) the portion of any Transaction Litigation that is commenced against, in against the case of GX, GX Match Separation Committee or any of its representatives members or (in their capacity y) any Transaction Litigation to which Match or a member of the Match Group is a party and no member of the IAC Group is a party), (b) IAC shall give the Match Separation Committee (or the Match Separation Committee will give IAC, as suchapplicable) orthe opportunity to participate, at each party’s own expense and, if appropriate, subject to a customary joint defense agreement, in the case of the Company, the Company, its Subsidiaries defense or any of their respective representatives (in their capacity as such). GX and the Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, including by providing it with a reasonable opportunity to offer timely comments, suggestions or advice with respect to such Transaction Litigation and considering in good faith such timely comments, suggestions or advice with respect to such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation and (ivc) reasonably each of IAC, Match and the Match Separation Committee shall cooperate, and shall use its reasonable best efforts to cause its Representatives to cooperate, and IAC shall cause the members of the IAC Group to cooperate with and Match shall cause the members of the Match Group to cooperate, in each othercase in the defense against any Transaction Litigation. In no event Prior to the Mandatory Exchange Effective Time, neither IAC nor Match shall (x) GX settle, compromise or any of its representatives (in their capacity as such) offer to settle or compromise any Transaction Litigation without the prior written consent of the Company (other Party, such consent not to be unreasonable withheldunreasonably conditioned, conditioned withheld or delayed) or (y) the Company or any of its Subsidiaries or their respective representatives (in their capacity as such) settle , unless such settlement or compromise any involves solely the payment of monetary damages by the settling party and provides for a full, unconditional and irrevocable release of the other Party and its current and former directors and officers (to the extent such individuals are a party to such Transaction Litigation without the prior written consent of GX (not to be unreasonable withheld, conditioned or delayedLitigation).

Transaction Litigation. From and after the date of this Agreement until the earlier of the Acquisition Merger Closing or termination of this Agreement in accordance with its terms, GXSPAC, on the one hand, and the Company, on the other hand, shall, to the extent permitted by applicable Law, shall each notify the other in writing promptly after learning of any shareholder demands or stockholder demands, other shareholder stockholder Actions (including derivative claims) or Actions brought by any third-party relating to this Agreement, any Ancillary Agreement related agreements or any matters relating hereto or thereto (collectively, the “Transaction Litigation”) commenced against, in the case of GXSPAC, GX any of SPAC or its Subsidiaries or any of its representatives their respective Representatives (in their capacity as such) a Representative of SPAC or any of its Subsidiaries), or, in the case of the Company, any of the Company, Company or its Subsidiaries or any of their respective representatives Representatives (in their capacity as sucha Representative of the Company or any of its Subsidiaries). GX SPAC and the Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, including by providing it with a reasonable opportunity to offer timely comments, suggestions or advice with respect to such Transaction Litigation and considering in good faith such timely comments, suggestions or advice with respect to such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation and (iv) reasonably cooperate with each other. In ; provided, however, that in no event shall (x) GX SPAC or any of its representatives (in Subsidiaries or any of their capacity as such) respective Representatives settle or compromise any Transaction Litigation without the prior written consent of the Company (not to be unreasonable unreasonably withheld, conditioned or delayed) ), or (y) the Company or any of its Subsidiaries any or any of their respective representatives (in their capacity as such) Representatives settle or compromise any Transaction Litigation without the prior written consent of GX SPAC (not to be unreasonable unreasonably withheld, conditioned or delayed).

Transaction Litigation. From and after the date of this Agreement until the earlier of the Closing or and the termination of this Agreement in accordance with its termsArticle 8, GXAcquirer, on the one hand, and the Company, on the other hand, shall, to the extent permitted by applicable Law, shall each notify the other in writing promptly after learning of any shareholder demands demand (or threat thereof) or other shareholder Actions Proceeding brought on behalf of an Acquirer Stockholder or Company Stockholder, respectively, whether or not before any Governmental Entity (including derivative claims) ), relating to this Agreement, any Ancillary Agreement or any matters relating hereto or thereto the Transactions (collectively, the “Transaction Litigation”) commenced againstor, to the knowledge of Acquirer or to the knowledge of the Company, as applicable, threatened in writing against (a) in the case of GXAcquirer, GX Acquirer, any of Acquirer’s Affiliates or any of its representatives their respective officers, directors, managers, employees, or stockholders or members (in their capacity as such) or, or (b) in the case of the Company, any Company Group Member, any of the Company, its Subsidiaries Company Group’s controlled Affiliates or any of their respective representatives officers, directors, managers, employees or members (in their capacity as such). GX Acquirer and the Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, including by providing it with a reasonable opportunity to offer timely comments, suggestions or advice with respect to such Transaction Litigation and considering in good faith such timely comments, suggestions or advice with respect to such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation Litigation, and (iv) reasonably cooperate with each other. In other with respect to any Transaction Litigation; provided, however, that in no event shall (x) GX any Company Group Member, any of the Company Group’s Affiliates or any of its representatives (in their capacity as such) respective Representatives settle or compromise any Transaction Litigation without the prior written consent of the Company Acquirer (such consent not to be unreasonable unreasonably withheld, conditioned or delayed) or (y) the Company Acquirer, any of Acquirer’s Affiliates or any of its Subsidiaries or their respective representatives (in their capacity as such) Representatives settle or compromise any Transaction Litigation without the Company’s prior written consent of GX (such consent not to be unreasonable unreasonably withheld, conditioned or delayed).

Transaction Litigation. From and after the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its terms, GXSSMP, on the one hand, and the Company, on the other hand, shall, to the extent permitted by applicable Law, shall each notify the other in writing promptly after learning of any shareholder stockholder demands or other shareholder Actions stockholder Legal Proceedings (including derivative claims) relating to this Agreement, any Ancillary Agreement or any matters relating hereto or thereto the Contemplated Transactions (collectively, the “Transaction Litigation”) commenced against, in the case of GXSSMP, GX any of SSMP, Merger Sub or any of its representatives their respective Representatives (in their capacity as sucha Representative of SSMP or Merger Sub) or, in the case of the Company, the Company, its Subsidiaries Company or any of their respective representatives its Representatives (in their capacity as sucha Representative of the Company). GX Without limiting Section 1.9, SSMP and the Company shall each (ia) keep the other reasonably informed regarding any Transaction Litigation, (iib) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, including by providing it with a reasonable opportunity to offer timely comments, suggestions or advice with respect to such Transaction Litigation and considering in good faith such timely comments, suggestions or advice with respect to such Transaction Litigation, (iiic) consider in good faith the other’s advice with respect to any such Transaction Litigation and (ivd) reasonably cooperate with each other. In ; provided, however, that in no event shall (x) GX SSMP, Merger Sub or any of its representatives (in their capacity as such) respective Representatives settle or compromise any Transaction Litigation without the prior written consent of the Company (not to be unreasonable unreasonably withheld, conditioned or delayed) ), or (y) the Company or any of its Subsidiaries or their respective representatives (in their capacity as such) settle or compromise any Transaction Litigation without the prior written consent of GX SSMP (not to be unreasonable unreasonably withheld, conditioned or delayed).

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

Transaction Litigation. From and after the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its terms, GXCascadia, on the one hand, and the Company, on the other hand, shall, to the extent permitted by applicable Law, shall each notify the other in writing promptly after learning of any shareholder demands or other shareholder Actions Proceedings (including derivative claims) relating to this Agreement, any Ancillary Agreement Document or any matters relating hereto or thereto (collectively, the “Transaction Litigation”) commenced against, in the case of GXCascadia, GX any of the Cascadia Parties or any of its representatives their respective Representatives (in their capacity as sucha Representative of a Cascadia Party) or, in the case of the Company, the Company, its Subsidiaries any other Group Company or any of their respective representatives Representatives (in their capacity as sucha Representative of a Group Company). GX Cascadia and the Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, including by providing it with a reasonable opportunity to offer timely comments, suggestions or advice with respect to such Transaction Litigation and considering in good faith such timely comments, suggestions or advice with respect to such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation and (iv) reasonably cooperate with each other. In ; provided, however, that in no event shall (x) GX Cascadia, any other Cascadia Party or any of its representatives (in their capacity as such) respective Representatives settle or compromise any Transaction Litigation without the prior written consent of the Company (not to be unreasonable unreasonably withheld, conditioned or delayed) ), or (y) the any Group Company or any of its Subsidiaries or their respective representatives (in their capacity as such) Representatives settle or compromise any Transaction Litigation without the prior written consent of GX Cascadia (not to be unreasonable unreasonably withheld, conditioned or delayed).

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

Transaction Litigation. From and after the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its terms, GXAcquiror, on the one hand, and the Company, on the other hand, shall, to the extent permitted by applicable Law, shall each notify the other in writing promptly after learning of any shareholder stockholder demands or other shareholder Actions stockholder actions (including derivative claims) relating to this Agreement, any Ancillary Agreement Agreements or any matters relating hereto or thereto (collectively, the “Transaction Litigation”) commenced against, in the case of GXAcquiror, GX any of Acquiror or any of its representatives respective Representatives (in their capacity as sucha Representative of Acquiror) or, in the case of the Company, any of the Company, its Subsidiaries Company or any of their respective representatives its Representatives (in their capacity as sucha Representative of the Company). GX Acquiror and the Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, including by providing it with a reasonable opportunity to offer timely comments, suggestions or advice with respect to such Transaction Litigation and considering in good faith such timely comments, suggestions or advice with respect to such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation and (iv) reasonably cooperate with each other. In ; provided, however, that in no event shall (x) GX Acquiror or any of its representatives (in their capacity as such) respective Representatives settle or compromise any Transaction Litigation without the prior written consent of the Company (not to be unreasonable unreasonably withheld, conditioned or delayed) ), or (y) the any Company or any of its Subsidiaries or their respective representatives (in their capacity as such) Representatives settle or compromise any Transaction Litigation without the prior written consent of GX Acquiror (not to be unreasonable unreasonably withheld, conditioned or delayed).

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

Transaction Litigation. From and after the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its terms, GXSPAC, on the one hand, and the Company, on the other hand, shall, to the extent permitted by applicable Law, shall each notify the other in writing promptly after learning of any shareholder demands or other shareholder Actions (including derivative claims) relating to this Agreement, any Ancillary Transaction Agreement or any matters relating hereto or thereto (collectively, the “Transaction Litigation”) commenced against, in the case of GXSPAC, GX any of SPAC or any of its representatives respective Representatives (in their capacity as sucha Representative of SPAC) or, in the case of the Company, the Company, its Subsidiaries any Group Company or any of their respective representatives Representatives (in their capacity as sucha Representative of a Group Company). GX SPAC and the Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, including by providing it with a reasonable opportunity to offer timely comments, suggestions or advice with respect to such Transaction Litigation and considering in good faith such timely comments, suggestions or advice with respect to such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation and (iv) reasonably cooperate with each other. In ; provided, however, that in no event shall (x) GX SPAC or any of its representatives (in their capacity as such) respective Representatives settle or compromise any Transaction Litigation without the prior written consent of the Company (not to be unreasonable unreasonably withheld, conditioned or delayed) ), or (y) the any Group Company or any of its Subsidiaries or their respective representatives (in their capacity as such) Representatives settle or compromise any Transaction Litigation without the prior written consent of GX SPAC (not to be unreasonable unreasonably withheld, conditioned or delayed).

Transaction Litigation. From and after the date of this Agreement Execution Date until the earlier of the Closing or termination of this Agreement in accordance with its terms, GXAltimar, on the one hand, and the CompanyFathom, on the other hand, shall, to the extent permitted by applicable Law, shall each notify the other in writing promptly after learning of any shareholder demands or demands, other shareholder Actions (including derivative claims) or Actions brought by any third-party relating to this Agreement, any Ancillary Agreement related agreements or any matters relating hereto or thereto (collectively, the “Transaction Litigation”) commenced against, in the case of GXthe Altimar, GX any of Altimar or any of its representatives Representatives (in their capacity as such) a Representative of Altimar or Fathom (in the case of any Action seeking to enjoin the Transactions), or, in the case of the CompanyFathom, the Company, any of Fathom or its Subsidiaries or any of their respective representatives Representatives (in their capacity as sucha Representative of Fathom or any of its Subsidiaries). GX Altimar and the Company Fathom shall each (ia) keep the other reasonably informed regarding any Transaction Litigation, (iib) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, including by providing it with a reasonable opportunity to offer timely comments, suggestions or advice with respect to such Transaction Litigation and considering in good faith such timely comments, suggestions or advice with respect to such Transaction Litigation, (iiic) consider in good faith the other’s advice with respect to any such Transaction Litigation and (ivd) reasonably cooperate with each other. In ; provided, however, that in no event shall (xi) GX Altimar or any of its representatives (in their capacity as such) Representatives settle or compromise any Transaction Litigation without the prior written consent of the Company Fathom (not to be unreasonable unreasonably withheld, conditioned or delayed) ), or (y) the Company Fathom or any of its Subsidiaries any or any Table of Contents of their respective representatives (in their capacity as such) Representatives settle or compromise any Transaction Litigation without the prior written consent of GX Altimar (not to be unreasonable unreasonably withheld, conditioned or delayed).

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

Transaction Litigation. From and after In the date of this Agreement until the earlier of the Closing event that any litigation or termination of this Agreement in accordance with its terms, GX, on the one hand, and the Company, on the other hand, shall, to the extent permitted by applicable Law, each notify the other in writing promptly after learning of any shareholder demands or other shareholder Actions (including derivative claims) relating Proceeding related to this Agreement, any Ancillary the Transactions or the other transactions contemplated by this Agreement or any matters relating hereto or thereto (collectively, the “Transaction Litigation”) commenced againstis brought, in the case of GX, GX or any of its representatives (in their capacity as such) or, to the Knowledge of Sabine Investor Holdings or Forest, threatened in writing, against a party and/or the case members of the Companyparty’s board of directors prior to the Effective Time, such party against which the Company, its Subsidiaries litigation or any Proceeding has been brought or which has knowledge of their respective representatives (in their capacity as such). GX and the Company such threat shall each (i) keep promptly notify the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise party of any such Transaction Litigation and reasonably cooperate with shall keep the other party reasonably informed with respect to the status thereof. Subject to the fiduciary duties of the board of directors of such party, each of Sabine Investor Holdings and Forest shall give the other party the opportunity to participate in connection with the defensedefense or settlement of any Transaction Litigation (other than any litigation or settlement where the interests of Sabine Investor Holdings or its Affiliates are adverse to those of Forest or its Affiliates), settlement and neither Sabine Investor Holdings nor Forest shall settle, compromise, come to an arrangement regarding or agree to settle, compromise of or come to an arrangement regarding any such Transaction Litigation, including by providing it with a reasonable opportunity without the other party’s prior written consent (such consent not to offer timely commentsbe unreasonably withheld, suggestions conditioned or advice with respect to such Transaction Litigation and considering in good faith such timely commentsdelayed); provided, suggestions or advice with respect to such Transaction Litigationhowever, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation and (iv) reasonably cooperate with each other. In no event shall (x) GX or any of its representatives (in their capacity as such) that Sabine Investor Holdings may settle or compromise any Transaction Litigation without the prior written consent of Forest if such settlement provides (a) for a complete release of the Company claims, if any, related to or against Forest and all directors and officers of Forest and (b) that the sole remedy shall be monetary damages not to be unreasonable withheld, conditioned or delayed) or (y) the Company or any of its Subsidiaries or their respective representatives (in their capacity as such) settle or compromise any Transaction Litigation without the prior written consent of GX (not to be unreasonable withheld, conditioned or delayed)exceed $20,000,000.

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

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

Transaction Litigation. From and after the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its terms, GXDCRC, on the one hand, and the Company, on the other hand, shall, to the extent permitted by applicable Law, shall each notify the other in writing promptly after learning of any shareholder stockholder demands or other shareholder Actions stockholder actions (including derivative claims) relating to this Agreement, any Ancillary Agreement Agreements or any matters relating hereto or thereto (collectively, the “Transaction Litigation”) commenced against, in the case of GXDCRC, GX any of DCRC or any of its representatives respective Representatives (in their capacity as sucha Representative of DCRC) or, in the case of the Company, the Company, its Subsidiaries Company or any of their respective representatives its Representatives (in their capacity as sucha Representative of the Company). GX DCRC and the Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, including by providing it with a reasonable opportunity to offer timely comments, suggestions or advice with respect to such Transaction Litigation and considering in good faith such timely comments, suggestions or advice with respect to such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation and (iv) reasonably cooperate with each other. In ; provided, however, that in no event shall (x) GX DCRC or any of its representatives (in their capacity as such) respective Representatives settle or compromise any Transaction Litigation without the prior written consent of the Company (not to be unreasonable unreasonably withheld, conditioned or delayed) ), or (y) the any Company or any of its Subsidiaries or their respective representatives (in their capacity as such) Representatives settle or compromise any Transaction Litigation without the prior written consent of GX DCRC (not to be unreasonable unreasonably withheld, conditioned or delayed).

Transaction Litigation. From and after Subject to the date last sentence of this Agreement until the earlier Section 8.07, each of the Closing or termination of this Agreement in accordance with its terms, GX, on the one hand, Company and the Company, on the other hand, shall, to the extent permitted by applicable Law, each Parent shall promptly notify the other in writing promptly after learning of any stockholder or shareholder demands demands, litigations, arbitrations or other shareholder Actions similar claims, actions, suits or proceedings (including derivative claims) commenced against it, its Subsidiaries and/or its or its Subsidiaries’ respective directors or officers relating to this Agreement, Agreement or any Ancillary Agreement of the transactions contemplated hereby or any matters relating hereto or thereto (collectively, the “Transaction Litigation”) commenced against, in the case of GX, GX or any of its representatives (in their capacity as such) or, in the case of the Company, the Company, its Subsidiaries or any of their respective representatives (in their capacity as such). GX and the Company shall each (i) keep the other reasonably party informed regarding any Transaction Litigation, Litigation (ii) give including by promptly furnishing to the other the opportunity to, at its own cost party and expense, participate in the defense, settlement and compromise of any such other party’s Representatives such information relating to such Transaction Litigation as may reasonably be requested). Each of the Company and Parent shall reasonably cooperate with the other in connection with the defense, defense or settlement and compromise of any Transaction Litigation, and shall give the other party the opportunity to consult with it regarding the defense and settlement of such Transaction Litigation, including by providing it with a reasonable opportunity to offer timely comments, suggestions or shall consider in good faith the other party’s advice with respect to such Transaction Litigation and considering shall give the other party the opportunity to participate (at the other party’s expense) in good faith such timely comments, suggestions or advice with respect to (but not control) the defense and settlement of such Transaction Litigation. Prior to the First Effective Time, (iii) consider in good faith the other’s advice other than with respect to any such Transaction Litigation and (iv) reasonably cooperate with where the parties are adverse to each other. In no event shall (x) GX other or in the context of any Transaction Litigation related to or arising out of a Company Acquisition Proposal or a Parent Acquisition Proposal, neither the Company nor any of its representatives (in their capacity as such) Subsidiaries shall settle or compromise offer to settle any Transaction Litigation without the prior written consent of the Company Parent (which consent shall not to be unreasonable withheld, conditioned or delayed) or (y) the Company or any of its Subsidiaries or their respective representatives (in their capacity as such) settle or compromise any Transaction Litigation without the prior written consent of GX (not to be unreasonable unreasonably withheld, conditioned or delayed).. Notwithstanding anything to the contrary in this Section 8.07, (a) in the event of any conflict with any other covenant or agreement contained in Section 8.02 that expressly addresses the subject matter of this Section

Transaction Litigation. From and after the date of this Agreement until the earlier of the Closing or and the termination of this Agreement in accordance with its termsArticle 8, GXAcquiror, on the one hand, and the Company, on the other hand, shall, to the extent permitted by applicable Law, shall each notify the other in writing promptly after learning of any shareholder demands demand (or threat thereof) or other shareholder Actions Proceeding brought on behalf of an Acquiror Stockholder or Company Stockholder, respectively, whether or not before any Governmental Entity (including derivative claims) ), relating to this Agreement, any Ancillary Agreement or any matters relating hereto or thereto the Transactions (collectively, the “Transaction Litigation”) commenced againstor, to the knowledge of Acquiror or to the knowledge of the Company, as applicable, threatened in writing against (a) in the case of GXAcquiror, GX Acquiror, any of Acquiror’s Affiliates or any of its representatives their respective officers, directors, managers, employees, or stockholders or members (in their capacity as such) or, or (b) in the case of the Company, any Company Group Member, any of the Company, its Subsidiaries Company Group’s controlled Affiliates or any of their respective representatives officers, directors, managers, employees or members (in their capacity as such). GX Acquiror and the Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, including by providing it with a reasonable opportunity to offer timely comments, suggestions or advice with respect to such Transaction Litigation and considering in good faith such timely comments, suggestions or advice with respect to such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation Litigation, and (iv) reasonably cooperate with each other. In other with respect to any Transaction Litigation; provided, however, that in no event shall (x) GX any Company Group Member, any of the Company Group’s Affiliates or any of its representatives (in their capacity as such) respective Representatives settle or compromise any Transaction Litigation without the prior written consent of the Company Acquiror (such consent not to be unreasonable unreasonably withheld, conditioned or delayed) or (y) the Company Acquiror, any of Acquiror’s Affiliates or any of its Subsidiaries or their respective representatives (in their capacity as such) Representatives settle or compromise any Transaction Litigation without the Company’s prior written consent of GX (such consent not to be unreasonable unreasonably withheld, conditioned or delayed).

Transaction Litigation. From and after the date of this Agreement Original Effective Date until the earlier of the Acquisition Merger Closing or termination of this Agreement in accordance with its terms, GXSPAC, on the one hand, and the Company, on the other hand, shall, to the extent permitted by applicable Law, shall each notify the other in writing promptly after learning of any shareholder demands or stockholder demands, other shareholder stockholder Actions (including derivative claims) or Actions brought by any third-party relating to this Agreement, any Ancillary Agreement related agreements or any matters relating hereto or thereto (collectively, the “Transaction Litigation”) commenced against, in the case of GXSPAC, GX any of SPAC or its Subsidiaries or any of its representatives their respective Representatives (in their capacity as such) a Representative of SPAC or any of its Subsidiaries), or, in the case of the Company, any of the Company, Company or its Subsidiaries or any of their respective representatives Representatives (in their capacity as sucha Representative of the Company or any of its Subsidiaries). GX SPAC and the Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, including by providing it with a reasonable opportunity to offer timely comments, suggestions or advice with respect to such Transaction Litigation and considering in good faith such timely comments, suggestions or advice with respect to such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation and (iv) reasonably cooperate with each other. In ; provided, however, that in no event shall (x) GX SPAC or any of its representatives (in Subsidiaries or any of their capacity as such) respective Representatives settle or compromise any Transaction Litigation without the prior written consent of the Company (not to be unreasonable unreasonably withheld, conditioned or delayed) ), or (y) the Company or any of its Subsidiaries any or any of their respective representatives (in their capacity as such) Representatives settle or compromise any Transaction Litigation without the prior written consent of GX SPAC (not to be unreasonable unreasonably withheld, conditioned or delayed).

Transaction Litigation. From and after the date of this Agreement until the earlier Closing Date, each of the Closing or termination of this Agreement in accordance with its terms, GX, on the one hand, Company and the Company, on the other hand, shall, to the extent permitted by applicable Law, each Parent shall promptly notify the other in writing promptly after learning of any shareholder demands actions, suits, claims, litigations, investigations or other shareholder Actions (including derivative claims) relating proceedings commenced or, to this Agreementany party’s knowledge, any Ancillary Agreement or any matters relating hereto or thereto (collectively, the “Transaction Litigation”) commenced against, in the case of GX, GX threatened against such party or any of its representatives (Subsidiaries, Affiliates, directors or officers in their capacity as such) orconnection with, arising from or otherwise relating to the Merger or the other transactions contemplated by this Agreement. Subject to entry into a customary joint defense agreement, the Company shall give Parent the opportunity to consult with the Company and participate in the case defense or settlement of any stockholder litigation against the Company, any Company Subsidiary and/or their respective directors or officers (each, a “Company Party”) relating to the Merger and the other transactions contemplated by this Agreement. None of the Company, the Company, its Subsidiaries any Company Subsidiary or any Representative of their respective representatives (in their capacity as such). GX and the Company shall each (i) keep the other reasonably informed compromise, settle or come to an arrangement regarding any Transaction Litigationsuch stockholder litigation, in each case unless Parent shall have consented in writing (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, including by providing it with a reasonable opportunity to offer timely comments, suggestions or advice with respect to such Transaction Litigation and considering in good faith such timely comments, suggestions or advice with respect to such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation and (iv) reasonably cooperate with each other. In no event which consent shall (x) GX or any of its representatives (in their capacity as such) settle or compromise any Transaction Litigation without the prior written consent of the Company (not to be unreasonable unreasonably withheld, conditioned or delayed); provided that the Company may compromise, settle or come to an agreement regarding stockholder litigation made or pending against a Company Party, if each of the following conditions are met: (i) or (y) the resolution of all such litigation requires payment from the Company or any of its Subsidiaries or Representatives in an amount not to exceed the amount set forth in Section 6.06 of the Company Disclosure Letter and/or the provision of disclosures to the stockholders of the Company relating to the Merger (which disclosures shall be subject to review and comment by Parent); (ii) the settlement provides for no injunctive relief; (iii) the settlement provides that Parent and its Subsidiaries and Representatives are released from all liability in connection therewith; and (iv) none of Parent, HHC, Merger Sub, the Company, and their respective representatives (in their capacity Subsidiaries and Representatives are required to admit any wrongdoing as such) settle or compromise any Transaction Litigation without part of the prior written consent of GX (not to be unreasonable withheld, conditioned or delayed)settlement.

Transaction Litigation. From and after Subject to the date last sentence of this Agreement until the earlier Section 8.08, each of the Closing or termination of this Agreement in accordance with its terms, GX, on the one hand, Company and the Company, on the other hand, shall, to the extent permitted by applicable Law, each Parent shall promptly notify the other in writing promptly after learning of any shareholder demands stockholder demands, litigations, arbitrations or other shareholder Actions similar claims, actions, suits or proceedings (including derivative claims) commenced against it, its Subsidiaries and/or its or its Subsidiaries’ respective directors or officers relating to this Agreement, Agreement or any Ancillary Agreement of the transactions contemplated hereby or any matters relating hereto or thereto (collectively, the “Transaction Litigation”) commenced against, in the case of GX, GX or any of its representatives (in their capacity as such) or, in the case of the Company, the Company, its Subsidiaries or any of their respective representatives (in their capacity as such). GX and the Company shall each (i) keep the other reasonably party informed regarding any Transaction Litigation, (ii) give . Other than with respect to any Transaction Litigation where the parties are adverse to each other the opportunity to, at its own cost and expense, participate or in the defense, settlement and compromise context of any such Transaction Litigation related to or arising out of a Company Acquisition Proposal or a Parent Acquisition Proposal, each of the Company and Parent shall reasonably cooperate with the other in connection with the defense, defense or settlement and compromise of any Transaction Litigation, and shall give the other party the opportunity to consult with it regarding the defense and settlement of such Transaction Litigation, including by providing it with a reasonable opportunity to offer timely comments, suggestions or shall consider in good faith the other party’s advice with respect to such Transaction Litigation and, in the case of any Transaction Litigation involving the Company, its Subsidiaries or their respective directors or officers, the Company shall give Parent the opportunity to participate in (but not control), at Parent’s expense, in the defense and considering in good faith such timely comments, suggestions or advice with respect to settlement of such Transaction Litigation. Prior to the Merger Effective Time, (iii) consider in good faith the other’s advice other than with respect to any such Transaction Litigation and (iv) reasonably cooperate with where the parties are adverse to each other. In no event shall (x) GX other or in the context of any Transaction Litigation related to or arising out of a Company Acquisition Proposal or a Parent Acquisition Proposal, none of the Company or any of its representatives (in their capacity as such) Subsidiaries shall settle or compromise offer to settle any Transaction Litigation without the prior written consent of the Company Parent (which consent shall not to be unreasonable withheld, conditioned or delayed) or (y) the Company or any of its Subsidiaries or their respective representatives (in their capacity as such) settle or compromise any Transaction Litigation without the prior written consent of GX (not to be unreasonable unreasonably withheld, conditioned or delayed).. Notwithstanding anything to the contrary in this Section 8.08, (a) in the event of any conflict with any other covenant or agreement contained in Section 8.02 that expressly addresses the subject matter of this Section 8.08, Section 8.02 shall govern and control, and (b) nothing in this Section 8.08 shall limit or otherwise modify the parties obligations under Section 6.02, Section 7.02 or any other provisions of this Agreement. 102

Transaction Litigation. From and after the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, GXSPAC, on the one hand, and the Company, on the other hand, shall, to the extent permitted by applicable Law, shall each notify the other in writing promptly after learning of any shareholder or stockholder demands or other shareholder Actions or stockholder Legal Proceedings (including derivative claims) relating to this Agreement, any Ancillary other Transaction Agreement or any other matters relating hereto or thereto (collectively, the “Transaction Litigation”) commenced against, in the case of GXSPAC, GX it, its Affiliates or any of its representatives their respective Representatives (in their capacity as suchRepresentatives) or, in the case of the Company, the Companyit, its Subsidiaries Affiliates or any of their respective representatives Representatives (in their capacity as suchRepresentatives). GX SPAC and the Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in (subject to a customary joint defense agreement), but not control, the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, including by providing it with a reasonable opportunity to offer timely comments, suggestions or advice with respect to such Transaction Litigation and considering in good faith such timely comments, suggestions or advice with respect to such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation. Notwithstanding the foregoing, subject to and without limiting the covenants and agreements, and the rights of the other Party set forth in the immediately preceding sentence, SPAC or its Affiliates shall control the negotiation, defense and settlement of any Transaction Litigation brought against SPAC or its Affiliates or any of their respective Representatives, and (iv) reasonably cooperate with each other. In the Company or its Affiliates shall control the negotiation, defense and settlement of any Transaction Litigation brought against the Company or its Affiliates or any of their respective Representatives; provided, however, that prior to the Closing in no event shall (x) GX either Party, its Affiliates, or any of its representatives (in their capacity as such) respective Representatives settle or compromise any Transaction Litigation without the prior written consent of the Company other Party (not to be unreasonable withheld, conditioned or delayed) or (y) the Company or any of its Subsidiaries or their respective representatives (in their capacity as such) settle or compromise any Transaction Litigation without the prior written consent of GX (not to be unreasonable unreasonably withheld, conditioned or delayed).

Transaction Litigation. From and after the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its terms, GXHolicity, on the one hand, and the Company, on the other hand, shall, to the extent permitted by applicable Law, shall each notify the other in writing promptly after learning of any shareholder stockholder demands or other shareholder stockholder Actions (including derivative claims) relating to this Agreement, any Ancillary Agreement or any matters relating hereto or thereto (collectively, the “Transaction Litigation”) commenced against, in the case of GXHolicity, GX it or any of its representatives Representatives (in their capacity as sucha representative of Holicity) or, in the case of the Company, the Company, its Subsidiaries it or any of their respective representatives its Representatives (in their capacity as sucha representative of the Company). GX Holicity and the Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, including by providing it with a reasonable opportunity to offer timely comments, suggestions or advice with respect to such Transaction Litigation and considering in good faith such timely comments, suggestions or advice with respect to such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation. Notwithstanding the foregoing, subject to and without limiting the covenants and agreements, and the rights of the other party set forth in the immediately preceding sentence, Holicity shall control the negotiation, defense and settlement of any Transaction Litigation and (iv) reasonably cooperate with each other. In no event shall (x) GX brought against Holicity or any of its representatives (Representatives and the Company shall control the negotiation, defense and settlement of any Transaction Litigation brought against the Company or any of its Representatives; provided, however, that in no event shall either party or any of their capacity as such) respective Representatives settle or compromise any Transaction Litigation without the prior written consent of the Company other party (not to be unreasonable unreasonably withheld, conditioned or delayed, provided that it shall be deemed to be reasonable for the other party to withhold, condition or delay its consent if any such settlement or compromise (A) does not provide for a legally binding, full, unconditional and irrevocable release of the other party and any Representative of such party that is the subject of such Transaction Litigation, (B) provides for (x) the payment of cash any portion of which is payable by the other party or any Representative of such party or (y) any non-monetary, injunctive, equitable or similar relief against the Company other party or (C) contains an admission of wrongdoing or lability by the other party or any of its Subsidiaries or their respective representatives (in their capacity as such) settle or compromise any Transaction Litigation without the prior written consent of GX (not to be unreasonable withheld, conditioned or delayedRepresentatives).

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

Transaction Litigation. From and after the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its terms, GXIIAC, on the one hand, and the Company, on the other hand, shall, to the extent permitted by applicable Law, shall each notify the other in writing promptly after learning of any shareholder demands or other shareholder Actions Proceedings (including derivative claims) relating to this Agreement, any Ancillary Agreement Document or any matters relating hereto or thereto (collectively, the “Transaction Litigation”) commenced against, in the case of GXIIAC, GX IIAC or any of its representatives Representatives (in their capacity as sucha Representative of IIAC) or, in the case of the Company, the Company, its Subsidiaries any other Group Company or any of their respective representatives Representatives (in their capacity as sucha Representative of a Group Company). GX IIAC and the Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, including by providing it with a reasonable opportunity to offer timely comments, suggestions or advice with respect to such Transaction Litigation and considering in good faith such timely comments, suggestions or advice with respect to such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation and (iv) reasonably cooperate with each otherother with respect to any such Transaction Litigation. In no event Subject to the Company’s compliance with, and the rights of IIAC set forth in, the immediately preceding sentence, the Company shall (x) GX control the negotiation, defense and settlement of any such Transaction Litigation commenced against the Company, Merger Sub or any of its representatives their respective Representatives (in their capacity as such) a representative of the Company or Merger Sub, as applicable); provided, however, that in no event shall the Company or any of its Representatives settle or compromise any Transaction Litigation without the prior written consent of IIAC (not to be unreasonably withheld, conditioned or delayed). Subject to IIAC’s compliance with, and the rights of the Company set forth in, the second preceding sentence, IIAC shall control the negotiation, defense and settlement of any such Transaction Litigation commenced against IIAC or any of its Representatives (in their capacity as a representative of IIAC); provided, however, that in no event shall IIAC or any of its Representatives settle or compromise any Transaction Litigation without the prior written consent of the Company (not to be unreasonable withheld, conditioned or delayed) or (y) the Company or any of its Subsidiaries or their respective representatives (in their capacity as such) settle or compromise any Transaction Litigation without the prior written consent of GX (not to be unreasonable unreasonably withheld, conditioned or delayed), unless such settlement (other than immaterial, procedural or ministerial matters or matters ancillary to the following clauses (A) and (B)) is limited to (A) supplemental disclosures furnished to or filed with the SEC and related to the transactions contemplated by this Agreement or the Ancillary Documents or (B) monetary payments that are not materially in excess of the amounts otherwise covered under the insurance policies of IIAC (for this purpose ignoring any deductible, retention or similar amounts thereunder), in which case, the prior written consent of the Company shall not be required.

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

Transaction Litigation. From and after the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its terms, GXCBAH, on the one hand, and the Company, on the other hand, shall, to the extent permitted by applicable Law, shall each notify the other in writing promptly after learning of any shareholder stockholder demands or other shareholder stockholder Actions (including derivative claims) relating to this Agreement, any Ancillary Agreement or any matters relating hereto or thereto (collectively, the “Transaction Litigation”) commenced against, in the case of GXCBAH, GX it or any of its representatives Representatives (in their capacity as sucha representative of CBAH) or, in the case of the Company, the Companyit, its Subsidiaries or any of their respective representatives its Representatives (in their capacity as sucha representative of the Company). GX CBAH and the Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, including by providing it with a reasonable opportunity to offer timely comments, suggestions or advice with respect to such Transaction Litigation and considering in good faith such timely comments, suggestions or advice with respect to such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation. Notwithstanding the foregoing, subject to and without limiting the covenants and agreements, and the rights of the other party set forth in the immediately preceding sentence, CBAH shall control the negotiation, defense and settlement of any Transaction Litigation and (iv) reasonably cooperate with each other. In no event shall (x) GX brought against CBAH or any of its representatives (Representatives and the Company shall control the negotiation, defense and settlement of any Transaction Litigation brought against the Company or any of its Representatives; provided, however, that prior to Closing in no event shall either party or any of their capacity as such) respective Representatives settle or compromise any Transaction Litigation without the prior written consent of the Company other party (not to be unreasonable withheld, conditioned or delayed) or (y) the Company or any of its Subsidiaries or their respective representatives (in their capacity as such) settle or compromise any Transaction Litigation without the prior written consent of GX (not to be unreasonable unreasonably withheld, conditioned or delayed).

Transaction Litigation. From The Partnership Entities and after Holdings will give the date Parent Entities prompt notice of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its terms, GX, on the one hand, and the Company, on the other hand, shallany Proceeding commenced or, to the extent permitted by applicable LawKnowledge of the Partnership Entities, each notify the other in writing promptly after learning threatened, against any of any shareholder demands them or other shareholder Actions (including derivative claims) their respective directors, officers, managers, partners or Affiliates relating to this Agreement, any Ancillary Agreement or any matters relating hereto or thereto the Transactions (collectively, the “Transaction Litigation”) commenced against, in and shall keep the case of GX, GX or any of Parent Entities reasonably informed with respect to the status thereof (including by promptly furnishing to Parent and its representatives (in their capacity Representatives such information relating to such Proceeding as such) or, in the case of the Company, the Company, its Subsidiaries or any of their respective representatives (in their capacity as suchmay be reasonably requested). GX The Partnership Entities and Holdings shall reasonably consult with the Company Parent Entities regarding the defense or settlement of any Transaction Litigation and shall each (i) keep the other reasonably informed not compromise, settle, come to an arrangement regarding or agree to compromise, settle or come to an arrangement regarding any Transaction LitigationLitigation or consent to the same, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, including by providing it with a reasonable opportunity to offer timely comments, suggestions or advice with respect to such Transaction Litigation and considering in good faith such timely comments, suggestions or advice with respect to such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation and (iv) reasonably cooperate with each other. In no event shall (x) GX or any of its representatives (in their capacity as such) settle or compromise any Transaction Litigation without the prior written consent of the Company Parent (which consent shall not to be unreasonable withheld, conditioned or delayed) or (y) the Company or any of its Subsidiaries or their respective representatives (in their capacity as such) settle or compromise any Transaction Litigation without the prior written consent of GX (not to be unreasonable unreasonably withheld, conditioned or delayed); provided that the Partnership Entities and Holdings may at any time, without Parent’s consent, settle such Transaction Litigation pursuant to settlements providing solely for (i) money damages and the payment of attorney’s fees in an aggregate amount not in excess of amounts equal to the dollar amount of the limits of the D&O Insurance and for which the insurers under the D&O Insurance have accepted liability along with a dismissal of such Transaction Litigation that either is on a with prejudice basis or a release of all claims executed by all Persons that are the counterparties to such Transaction Litigation and/or (ii) providing additional disclosure in the Proxy Statement that does not disparage the Parent Entities, the Partnership Entities, any of their respective Affiliates or any of their respective businesses.

Transaction Litigation. From and after the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its terms, GX, on the one hand, and the Company, on the other hand, shall, Prior to the extent permitted by applicable LawEffective Time, each notify the other in writing promptly after learning of any shareholder demands or other shareholder Actions (including derivative claims) relating to this Agreement, any Ancillary Agreement or any matters relating hereto or thereto (collectively, the “Transaction Litigation”) commenced against, in the case of GX, GX or any of its representatives (in their capacity as such) or, in the case of the Company, the Company, its Subsidiaries or any of their respective representatives (in their capacity as such). GX and the Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise promptly notify Newco of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, including by providing it with a reasonable opportunity to offer timely comments, suggestions all Legal Proceedings commenced or advice with respect to such Transaction Litigation and considering in good faith such timely comments, suggestions or advice with respect to such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation and (iv) reasonably cooperate with each other. In no event shall (x) GX or any of its representatives (in their capacity as such) settle or compromise any Transaction Litigation without the prior written consent of the Company (not to be unreasonable withheld, conditioned or delayed) or (y) threatened against the Company or any of its Subsidiaries or Affiliates, in each case in connection with, arising from or otherwise relating to the Merger or any other transaction contemplated by this Agreement (“Transaction Litigation”) (including by providing copies of all pleadings with respect thereto) and thereafter keep Newco reasonably informed with respect to the status thereof. For the avoidance of doubt, Transaction Litigation shall in no event include or be deemed to encompass any Legal Proceedings related to or in connection with any disputes between the Company, on the one hand, and Newco, Merger Sub, Guarantor, the Financing Sources or their respective representatives Affiliates, on the other hand, relating to this Agreement. The Company shall (a) give Newco the opportunity to participate in their capacity as such) settle the defense, settlement or compromise prosecution of any Transaction Litigation without and (b) consult with Newco with respect to the prior written defense, settlement and prosecution of any Transaction Litigation. Further, the Company may not compromise, settle or come to an arrangement regarding, or agree to compromise, settle or come to an arrangement regarding, any Transaction Litigation unless Newco has consented thereto in writing (which consent of GX (will not to be unreasonable unreasonably withheld, conditioned or delayed). For purposes of this Section 7.9, “participate” means that Newco will be kept apprised of proposed strategy and other significant decisions with respect to the Transaction Litigation by the Company (to the extent that the attorney-client privilege between the Company and its counsel is not undermined or otherwise affected), and Newco 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. Notwithstanding anything to the contrary in the foregoing, nothing in this Section 7.9 shall limit the rights of Newco under Section 1.4(b)(iii).

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

Transaction Litigation. From and after the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, GXSPAC, on the one hand, and the Company, on the other hand, shall, to the extent permitted by applicable Law, shall each notify the other in writing promptly after learning of any shareholder or stockholder demands or other shareholder Actions or stockholder Legal Proceedings (including derivative claims) relating to this Agreement, any Ancillary other Transaction Agreement or any other matters relating hereto or thereto (collectively, the “Transaction Litigation”) commenced against, in the case of GXSPAC, GX it, its Affiliates or any of its representatives their respective Representatives (in their capacity as suchRepresentatives) or, in the case of the Company, the Companyit, its Subsidiaries Affiliates or any of their respective representatives Representatives (in their capacity as suchRepresentatives). GX SPAC and the Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, including by providing it with a reasonable opportunity to offer timely comments, suggestions or advice with respect to such Transaction Litigation and considering in good faith such timely comments, suggestions or advice with respect to such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation. Notwithstanding the foregoing, subject to and without limiting the covenants and agreements, and the rights of the other Party set forth in the immediately preceding sentence, SPAC or its Affiliates shall control the negotiation, defense and settlement of any Transaction Litigation brought against SPAC or its Affiliates or any of their respective Representatives, and (iv) reasonably cooperate with each other. In the Company or its Affiliates shall control the negotiation, defense and settlement of any Transaction Litigation brought against the Company or its Affiliates or any of their respective Representatives; provided, however, that prior to the Closing in no event shall (x) GX either Party, its Affiliates, or any of its representatives (in their capacity as such) respective Representatives settle or compromise any Transaction Litigation without the prior written consent of the Company other Party (not to be unreasonable withheld, conditioned or delayed) or (y) the Company or any of its Subsidiaries or their respective representatives (in their capacity as such) settle or compromise any Transaction Litigation without the prior written consent of GX (not to be unreasonable unreasonably withheld, conditioned or delayed).

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

Transaction Litigation. From and after the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its terms, GXAcquiror, on the one hand, and the Company, on the other hand, shall, to the extent permitted by applicable Law, shall each notify the other in writing promptly after learning of any shareholder demands or other shareholder Actions (including derivative claims) relating to this Agreement, any Ancillary Agreement or any matters relating hereto or thereto (collectively, the “Transaction Litigation”) commenced against, in the case of GXAcquiror, GX Acquiror, Merger Sub or any of its representatives the Acquiror Related Parties or any of their respective Representatives (in their capacity as sucha representative of Acquiror, Merger Sub or an Acquiror Related Party) or, in the case of the Company, the Company, its Subsidiaries or any of their respective representatives Representatives (in their capacity as sucha representative of Company or its Subsidiaries). GX Acquiror and the Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, including by providing it with a reasonable opportunity to offer timely comments, suggestions or advice with respect to such Transaction Litigation and considering in good faith such timely comments, suggestions or advice with respect to such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation and (iv) reasonably cooperate with each other. In no event shall (x) GX Acquiror, Merger Sub, any Acquiror Related Parties or any of its representatives their respective Representatives (acting in their capacity as suchsuch capacity) settle or compromise any Transaction Litigation without the prior written consent of the Company (not to be unreasonable withheld, conditioned or delayed) or (y) the Company or any of its Subsidiaries or their respective representatives (in their capacity as such) settle or compromise any Transaction Litigation without the prior written consent of GX Acquiror (not to be unreasonable withheld, conditioned or delayed).

Transaction Litigation. From and after Subject to the date last sentence of this Agreement until the earlier Section 8.08, each of the Closing or termination of this Agreement in accordance with its terms, GX, on the one hand, Company and the Company, on the other hand, shall, to the extent permitted by applicable Law, each Parent shall promptly notify the other in writing promptly after learning of any shareholder demands stockholder demands, litigations, arbitrations or other shareholder Actions similar claims, actions, suits or proceedings (including derivative claims) commenced against it, its Subsidiaries and/or its or its Subsidiaries’ respective directors or officers relating to this Agreement, Agreement or any Ancillary Agreement of the transactions contemplated hereby or any matters relating hereto or thereto (collectively, the “Transaction Litigation”) commenced against, in the case of GX, GX or any of its representatives (in their capacity as such) or, in the case of the Company, the Company, its Subsidiaries or any of their respective representatives (in their capacity as such). GX and the Company shall each (i) keep the other reasonably party informed regarding any Transaction Litigation, (ii) give . Other than with respect to any Transaction Litigation where the parties are adverse to each other the opportunity to, at its own cost and expense, participate or in the defense, settlement and compromise context of any such Transaction Litigation related to or arising out of a Company Acquisition Proposal or a Parent Acquisition Proposal, each of the Company and Parent shall reasonably cooperate with the other in connection with the defense, defense or settlement and compromise of any Transaction Litigation, and shall give the other party the opportunity to consult with it regarding the defense and settlement of such Transaction Litigation, including by providing it with a reasonable opportunity to offer timely comments, suggestions or shall consider in good faith the other party’s advice with respect to such Transaction Litigation and, in the case of any Transaction Litigation involving the Company, its Subsidiaries or their respective directors or officers, the Company shall give Parent the opportunity to participate in (but not control), at Parent’s expense, in the defense and considering in good faith such timely comments, suggestions or advice with respect to settlement of such Transaction Litigation. Prior to the Merger Effective Time, (iii) consider in good faith the other’s advice other than with respect to any such Transaction Litigation and (iv) reasonably cooperate with where the parties are adverse to each other. In no event shall (x) GX other or in the context of any Transaction Litigation related to or arising out of a Company Acquisition Proposal or a Parent Acquisition Proposal, none of the Company or any of its representatives (in their capacity as such) Subsidiaries shall settle or compromise offer to settle any Transaction Litigation without the prior written consent of the Company Parent (which consent shall not to be unreasonable withheld, conditioned or delayed) or (y) the Company or any of its Subsidiaries or their respective representatives (in their capacity as such) settle or compromise any Transaction Litigation without the prior written consent of GX (not to be unreasonable unreasonably withheld, conditioned or delayed). Notwithstanding anything to the contrary in this Section 8.08, (a) in the event of any conflict with any other covenant or agreement contained in Section 8.02 that expressly addresses the subject matter of this Section 8.08, Section 8.02 shall govern and control, and (b) nothing in this Section 8.08 shall limit or otherwise modify the parties obligations under Section 6.02, Section 7.02 or any other provisions of this Agreement.

Transaction Litigation. From and after the date of this Agreement until the earlier of the Closing or and the termination of this Agreement in accordance with its termsArticle 8, GXAcquiror, on the one hand, and the Company, on the other hand, shall, to the extent permitted by applicable Law, shall each notify the other in writing promptly after learning of any shareholder demands demand (or threat thereof) or other shareholder Actions Proceeding brought on behalf of an Acquiror Stockholder or Holder, respectively, whether or not before any Governmental Entity (including derivative claims) ), relating to this Agreement, any Ancillary Agreement or any matters relating hereto or thereto the Transactions (collectively, the “Transaction Litigation”) commenced againstor, to the knowledge of Acquiror or to the knowledge of the Company, as applicable, threatened in writing against (a) in the case of GXAcquiror, GX Acquiror, any of Acquiror’s Affiliates or any of its representatives their respective officers, directors, managers, employees, or stockholders or members (in their capacity as such) or, or (b) in the case of the Company, any Company Group Member, any of the Company, its Subsidiaries Company Group’s controlled Affiliates or any of their respective representatives officers, directors, managers, employees or members (in their capacity as such). GX Acquiror and the Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, including by providing it with a reasonable opportunity to offer timely comments, suggestions or advice with respect to such Transaction Litigation and considering in good faith such timely comments, suggestions or advice with respect to such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation Litigation, and (iv) reasonably cooperate with each other. In other with respect to any Transaction Litigation; provided, however, that in no event shall (x) GX any Company Group Member, any of the Company Group’s Affiliates or any of its representatives (in their capacity as such) respective officers, directors, managers or employees settle or compromise any Transaction Litigation without the prior written consent of the Company Acquiror (such consent not to be unreasonable unreasonably withheld, conditioned or delayed) or (y) the Company Acquiror, any of Acquiror’s Affiliates or any of its Subsidiaries or their respective representatives (in their capacity as such) officers, directors, managers or employees settle or compromise any Transaction Litigation without the Company’s prior written consent of GX (such consent not to be unreasonable unreasonably withheld, conditioned or delayed).

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