Common use of Transaction Litigation Clause in Contracts

Transaction Litigation. Subject to applicable Law, other than with respect to any litigation where Parent is adverse to the Company, the Company will give Parent the reasonable opportunity, at Parent’s sole cost and expense, to participate, subject to a customary joint defense agreement, in (but not control) the defense of any action, claim, suit or proceeding against the Company or its directors or officers relating to the Merger and the transactions contemplated hereby, and no such settlement will be agreed to or offered without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed); provided, that Parent shall not be obligated to consent to any settlement (i) which does not include full release of Parent and its Affiliates or which imposes an injunction or other equitable relief upon Parent or any of its Affiliates (including, after the Effective Time, the Surviving Corporation), or (ii) that would result in the payment by Parent, the Company or any Subsidiary thereof of any amount in excess of the retention or deductible under any applicable insurance policy of the Company. Subject to applicable Law, other than with respect to any litigation where the Company is adverse to Parent, Parent will give the Company the reasonable opportunity, at the Company’s sole cost and expense, to participate, subject to a customary joint defense agreement, in (but not control) the defense or settlement of any action, claim, suit or proceeding against Parent or its directors or officers relating to the Merger and the transactions contemplated hereby. Prior to the consummation of the Merger, without the prior written consent of the Company, Parent shall not settle any action, claim, suit or proceeding related to the Merger and the transactions contemplated hereby unless such settlement provides a full and unconditional release for the Company and each officer and director of the Company party to such litigation. Each of the Company and Parent shall, and shall cause their respective Subsidiaries to, cooperate in the defense or settlement of any litigation contemplated by this Section 6.15. The parties acknowledge that this Section 6.15 in no way limits the parties’ obligations under Section 6.8.

Transaction Litigation. Subject (a) In the event that any stockholder litigation related to applicable Lawthis Agreement, the Merger or the other than transactions contemplated by this Agreement is brought, or, to the knowledge of the Company, threatened, against the Company or any members of the Company Board after the date hereof and prior to the Effective Time (“Company Transaction Litigation”), the Company shall promptly notify Parent of any such Company Transaction Litigation and shall keep Parent reasonably informed with respect to any litigation where Parent is adverse to the Company, the status thereof. The Company will shall give Parent the reasonable opportunity, at Parent’s sole cost and expense, opportunity to participate, subject to a customary joint defense agreement, reasonably participate in (but not control) the defense of any actionCompany Transaction Litigation, claim, suit or proceeding against the shall consider in good faith Parent’s advice with respect to such Company or its directors or officers relating to the Merger and the transactions contemplated herebyTransaction Litigation, and no such settlement will be agreed shall not settle or agree to or offered settle any Company Transaction Litigation without the Parent’s prior written consent of Parent (such which consent shall not to be unreasonably withheld, conditioned or delayed); providedprovided that the disclosure of information in connection therewith shall be subject to the provisions of Section 6.4, including attorney-client privilege or other privilege or the work product doctrine; provided further that the Company and Parent shall not be obligated agree to consent provide access to any settlement (i) which such materials in such a way that does not include full release jeopardize the application of Parent and its Affiliates the attorney-client privilege, attorney work product doctrine, or which imposes an injunction any other privilege. (b) In the event that any stockholder litigation related to this Agreement, the Merger or the other equitable relief upon transactions contemplated by this Agreement is brought, or, to the knowledge of Parent, threatened, against Parent or any members of its Affiliates (including, the Parent Board after the date hereof and prior to the Effective TimeTime (“Parent Transaction Litigation” and together with Company Transaction Litigation, the Surviving Corporation“Transaction Litigation”), or (ii) that would result in the payment by Parent, Parent shall promptly notify the Company or any Subsidiary thereof of any amount in excess of such Parent Transaction Litigation and shall keep the retention or deductible under any applicable insurance policy of the Company. Subject to applicable Law, other than Company reasonably informed with respect to any litigation where the Company is adverse to Parent, status thereof. Parent will shall give the Company the reasonable opportunityopportunity to reasonably participate in the defense of any Parent Transaction Litigation, at shall consider in good faith the Company’s sole cost advice with respect to such Parent Transaction Litigation, and expense, shall not settle or agree to participate, subject to a customary joint defense agreement, in (but not control) the defense or settlement of settle any action, claim, suit or proceeding against Parent or its directors or officers relating to the Merger and the transactions contemplated hereby. Prior to the consummation of the Merger, Transaction Litigation without the Company’s prior written consent of the Company, Parent (which consent shall not settle any action, claim, suit or proceeding related be unreasonably withheld); provided that the disclosure of information in connection therewith shall be subject to the Merger and provisions of Section 6.4, including attorney-client privilege or other privilege or the transactions contemplated hereby unless such settlement provides a full and unconditional release for the Company and each officer and director of the Company party to such litigation. Each of work product doctrine; provided further that the Company and Parent shallagree to provide access to any such materials in such a way that does not jeopardize the application of the attorney-client privilege, and shall cause their respective Subsidiaries toattorney work product doctrine, cooperate in the defense or settlement of any litigation contemplated by this Section 6.15. The parties acknowledge that this Section 6.15 in no way limits the parties’ obligations under Section 6.8other privilege.

Transaction Litigation. Subject to applicable Lawthe last sentence of this Section 8.07, each of the Company and Parent shall promptly notify the other than of any stockholder or shareholder demands, litigations, arbitrations or other 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 or any of the transactions contemplated hereby or any matters relating thereto (collectively, “Transaction Litigation”) and shall keep the other party informed regarding any Transaction Litigation (including by promptly furnishing to the other party and 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 the defense or settlement 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, shall consider in good faith the other party’s advice with respect to any litigation where Parent is adverse such Transaction Litigation and shall give the other party the opportunity to participate (at the Company, the Company will give Parent the reasonable opportunity, at Parentother party’s sole cost and expense, to participate, subject to a customary joint defense agreement, ) in (but not control) the defense and settlement of such Transaction Litigation. Prior to the First Effective Time, other than with respect to any Transaction Litigation where the parties are adverse to each other or in the context of any actionTransaction Litigation related to or arising out of a Company Acquisition Proposal or a Parent Acquisition Proposal, claim, suit or proceeding against neither the Company nor any of its Subsidiaries shall settle or its directors or officers relating offer to the Merger and the transactions contemplated hereby, and no such settlement will be agreed to or offered settle any Transaction Litigation without the prior written consent of Parent (such which consent shall not to be unreasonably withheld, conditioned or delayed); provided. Notwithstanding anything to the contrary in this Section 8.07, that Parent shall not be obligated to consent to any settlement (ia) which does not include full release of Parent and its Affiliates or which imposes an injunction or other equitable relief upon Parent or any of its Affiliates (including, after the Effective Time, the Surviving Corporation), or (ii) that would result in the payment by Parent, the Company or any Subsidiary thereof event of any amount conflict with any other covenant or agreement contained in excess Section 8.02 that expressly addresses the subject matter of the retention or deductible under any applicable insurance policy of the Company. Subject to applicable Lawthis Section 8.07, other than with respect to any litigation where the Company is adverse to Parent, Parent will give the Company the reasonable opportunity, at the Company’s sole cost Section 8.02 shall govern and expense, to participate, subject to a customary joint defense agreement, in (but not control) the defense or settlement of any action, claim, suit or proceeding against Parent or its directors or officers relating to the Merger and the transactions contemplated hereby. Prior to the consummation of the Merger, without the prior written consent of the Company, Parent shall not settle any action, claim, suit or proceeding related to the Merger and the transactions contemplated hereby unless such settlement provides a full and unconditional release for the Company and each officer and director of the Company party to such litigation. Each of the Company and Parent shall, and (b) Section 8.07 shall cause their respective Subsidiaries to, cooperate be in the defense addition to and not limit or settlement of any litigation contemplated by this Section 6.15. The parties acknowledge that this Section 6.15 in no way limits otherwise modify the parties’ respective obligations under Section 6.86.02 or Section 7.02.

Transaction Litigation. Subject (a) In the event that any stockholder litigation related to applicable Lawthis Agreement, the Merger or the other than transactions contemplated by this Agreement is brought, or, to the knowledge of the Company, threatened, against the Company or any members of the Company Board after May 4, 2021 and prior to the Effective Time (“Company Transaction Litigation”), the Company shall promptly notify Parent of any such Company Transaction Litigation and shall keep Parent reasonably informed with respect to any litigation where Parent is adverse to the Company, the status thereof. The Company will shall give Parent the reasonable opportunity, at Parent’s sole cost and expense, opportunity to participate, subject to a customary joint defense agreement, reasonably participate in (but not control) the defense of any actionCompany Transaction Litigation, claim, suit or proceeding against the shall consider in good faith Parent’s advice with respect to such Company or its directors or officers relating to the Merger and the transactions contemplated herebyTransaction Litigation, and no such settlement will be agreed shall not settle or agree to or offered settle any Company Transaction Litigation without the Parent’s prior written consent of Parent (such which consent shall not to be unreasonably withheld, conditioned or delayed); providedprovided that the disclosure of information in connection therewith shall be subject to the provisions of Section 6.4, including attorney-client privilege or other privilege or the work product doctrine; provided further that the Company and Parent shall not be obligated agree to consent provide access to any settlement (i) which such materials in such a way that does not include full release jeopardize the application of Parent and its Affiliates the attorney-client privilege, attorney work product doctrine, or which imposes an injunction any other privilege. (b) In the event that any stockholder litigation related to this Agreement, the Merger or the other equitable relief upon transactions contemplated by this Agreement is brought, or, to the knowledge of Parent, threatened, against Parent or any members of its Affiliates (includingthe Parent Board after May 4, after 2021 and prior to the Effective TimeTime (“Parent Transaction Litigation” and together with Company Transaction Litigation, the Surviving Corporation“Transaction Litigation”), or (ii) that would result in the payment by Parent, Parent shall promptly notify the Company or any Subsidiary thereof of any amount in excess of such Parent Transaction Litigation and shall keep the retention or deductible under any applicable insurance policy of the Company. Subject to applicable Law, other than Company reasonably informed with respect to any litigation where the Company is adverse to Parent, status thereof. Parent will shall give the Company the reasonable opportunityopportunity to reasonably participate in the defense of any Parent Transaction Litigation, at shall consider in good faith the Company’s sole cost advice with respect to such Parent Transaction Litigation, and expense, shall not settle or agree to participate, subject to a customary joint defense agreement, in (but not control) the defense or settlement of settle any action, claim, suit or proceeding against Parent or its directors or officers relating to the Merger and the transactions contemplated hereby. Prior to the consummation of the Merger, Transaction Litigation without the Company’s prior written consent of the Company, Parent (which consent shall not settle any action, claim, suit or proceeding related be unreasonably withheld); provided that the disclosure of information in connection therewith shall be subject to the Merger and provisions of Section 6.4, including attorney-client privilege or other privilege or the transactions contemplated hereby unless such settlement provides a full and unconditional release for the Company and each officer and director of the Company party to such litigation. Each of work product doctrine; provided further that the Company and Parent shallagree to provide access to any such materials in such a way that does not jeopardize the application of the attorney-client privilege, and shall cause their respective Subsidiaries toattorney work product doctrine, cooperate in the defense or settlement of any litigation contemplated by this Section 6.15. The parties acknowledge that this Section 6.15 in no way limits the parties’ obligations under Section 6.8other privilege.

Transaction Litigation. Subject to applicable Law, other than with respect to any litigation where Parent is adverse to the Company, the Company will give Parent the reasonable opportunity, at Parent’s sole cost and expense, to participate, subject to entry into a customary joint defense agreement, the Company shall give Parent the opportunity to consult with the Company and participate in (but not control) the defense or settlement of any action, claim, suit or proceeding shareholder litigation against the Company, any Company Subsidiary or its their respective directors or officers (each, a “Company Party”) relating to this Agreement, the Merger and or the transactions contemplated herebyother Transactions. None of the Company, and no any Company Subsidiary or any Representative of the Company shall compromise, settle or come to an arrangement regarding any such settlement will be agreed to or offered without the prior written shareholder litigation, in each case unless Parent shall have consented in writing (which consent of Parent (such consent shall not to be unreasonably withheld, conditioned or delayed); providedprovided that the Company may compromise, that Parent shall not be obligated settle or come to consent to any settlement an agreement regarding shareholder litigation made or pending against a Company Party, if each of the following conditions are met: (i) which does not include full release the resolution of Parent and its Affiliates or which imposes an injunction or other equitable relief upon Parent or any of its Affiliates (including, after the Effective Time, the Surviving Corporation), or (ii) that would result in the all such litigation requires payment by Parent, from the Company or any Subsidiary thereof of any amount in excess of the retention Company Subsidiaries or deductible under any applicable insurance policy Representatives in an amount not to exceed the amount set forth in Section 6.12 of the Company. Subject Company Disclosure Schedule or the provision of disclosures to applicable Law, other than with respect to any litigation where the shareholders of the Company is adverse to Parent, Parent will give the Company the reasonable opportunity, at the Company’s sole cost and expense, to participate, subject to a customary joint defense agreement, in (but not control) the defense or settlement of any action, claim, suit or proceeding against Parent or its directors or officers relating to the Merger (provided that Parent shall be given reasonable opportunity to review and comment on any supplemental disclosure and the transactions contemplated hereby. Prior to Company shall consider in good faith any reasonable changes thereto proposed by Parent); (ii) the consummation of the Merger, without the prior written consent of settlement provides for no injunctive or similar relief prohibiting or mandating certain action by the Company, Parent shall not settle Parent, Merger Sub, Guarantor, the Surviving Corporation or any actionof their respective Affiliates, claim, suit Subsidiaries or proceeding related to Representatives; (iii) the Merger and the transactions contemplated hereby unless such settlement provides a full that Parent and unconditional release for its Subsidiaries and Representatives are released from all liability in connection therewith with prejudice; (iv) none of Parent, Merger Sub, the Company and each officer and director of the Company party to such litigation. Each of the Company and Parent shallCompany, and shall cause their respective Subsidiaries toand Representatives are required to admit any wrongdoing as part of the settlement, cooperate in and (v) the defense withdrawal or settlement dismissal (with prejudice) of any litigation contemplated by all shareholder claims and actions then pending relating to this Section 6.15. The parties acknowledge that this Section 6.15 in no way limits Agreement, the parties’ obligations under Section 6.8Merger or the other Transactions.

Transaction Litigation. Subject The Company shall promptly advise Parent in writing of any Transaction Litigation and shall keep Parent informed on a reasonably prompt basis regarding any such Transaction Litigation. The Company shall give Parent the opportunity to applicable Law(a) participate in the defense of any Transaction Litigation, other than and (b) consult with counsel to the Company regarding the defense, settlement or compromise with respect to any litigation where such Transaction Litigation. For purposes of this Section 6.10, “participate” means that Parent is adverse will be kept reasonably apprised of proposed strategy and other significant decisions with respect to the Company, Transaction Litigation (to the extent that the attorney-client privilege between the Company and its counsel is not undermined or otherwise adversely affected), and Parent may offer comments or suggestions with respect to such Transaction Litigation which the Company shall consider in good faith, but Parent will give Parent not be afforded any decision making power or other authority over such Transaction Litigation; provided that the reasonable opportunity, at Company shall not settle or compromise or agree to settle or compromise any Transaction Litigation without Parent’s sole cost and expense, to participate, subject to a customary joint defense agreement, in (but not control) the defense of any action, claim, suit or proceeding against the Company or its directors or officers relating to the Merger and the transactions contemplated hereby, and no such settlement will be agreed to or offered without the prior written consent of Parent (such which consent shall not to be unreasonably withheld, conditioned or delayed); , provided, further that Parent shall not be obligated the Company may settle or agree to settle any Transaction Litigation without Parent’s prior written consent to any if such settlement or compromise (i) which includes an unconditional release of the Parent Parties and their directors, officers, employees, agents and Affiliates from all liability in respect of such claim, (ii) does not include full release any statement as to, or any admission of, fault, culpability or a failure to act on the part of the any Company Party, Parent and its Affiliates Party or which imposes an injunction any of their respective directors, officers, employees, agents or other Affiliates, (iii) does not contain any equitable relief upon order, judgment or term that in any manner affects, restrains or interferes with the business of any Parent Party or any of its Affiliates Subsidiaries (includingincluding the Surviving Company or the Acquired Companies following the Effective Time), after and (iv) consists solely of the payment of monetary relief that is either paid in full prior to, or reserved against in, the calculation of the Closing Dividend Amount and would not provide for any other Liabilities or restrictions on the business of the Company. Following the Effective Time, the Surviving Corporation)Indemnified Parties may continue to retain counsel retained prior to the Effective Time to defend any Transaction Litigation; provided, or (ii) that would result in the payment by Parenthowever, the Company or any Subsidiary thereof of any amount in excess of the retention or deductible under any applicable insurance policy of the Company. Subject to applicable Law, other than with respect to any litigation where the Company is adverse to Parent, Parent will give the Company the reasonable opportunity, at the Company’s sole cost and expense, to participate, subject to a customary joint defense agreementthat, in (but not control) no event shall Parent be required to retain more than one pre-Effective Time counsel for all the defense Indemnified Parties as a group, unless required by conflicts of interest between or settlement of any action, claim, suit or proceeding against Parent or its directors or officers relating to among the Merger and the transactions contemplated hereby. Prior to the consummation of the Merger, without the prior written consent of the Company, Parent shall not settle any action, claim, suit or proceeding related to the Merger and the transactions contemplated hereby unless such settlement provides a full and unconditional release for the Company and each officer and director of the Company party to such litigation. Each of the Company and Parent shall, and shall cause their respective Subsidiaries to, cooperate in the defense or settlement of any litigation contemplated by this Section 6.15. The parties acknowledge that this Section 6.15 in no way limits the parties’ obligations under Section 6.8Indemnified Parties.

Transaction Litigation. Subject to applicable Law, other than with respect to any litigation where Parent is adverse to the Company, the Company will give Parent the reasonable opportunity, at Parent’s sole cost and expense, to participate, subject to a customary joint defense agreement, in (but not control) the defense of any action, claim, suit or proceeding against the Company or its directors or officers relating to the Offer, the Merger and or the other transactions contemplated hereby, and no such settlement will be agreed to or offered without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed); provided, that Parent shall not be obligated to consent to any settlement (i) which does not include full release of Parent and its Affiliates or which imposes an injunction or other equitable relief upon Parent or any of its Affiliates (including, after the Effective Time, the Surviving Corporation), or (ii) that would result in the payment by Parent, the Company or any Subsidiary thereof of any amount in excess of the retention or deductible under any applicable insurance policy of the Company. Subject to applicable Law, other than with respect to any litigation where the Company is adverse to Parent, Parent will give the Company the reasonable opportunity, at the Company’s sole cost and expense, to participate, subject to a customary joint defense agreement, in (but not control) the defense or settlement of any action, claim, suit or proceeding against Parent or its directors or officers relating to the Offer, the Merger and or the other transactions contemplated hereby. Prior to the consummation of the Merger, without the prior written consent of the Company, Parent shall not settle any action, claim, suit or proceeding related to the Offer, the Merger and or the other transactions contemplated hereby unless such settlement provides a full and unconditional release for the Company and each officer and director of the Company party to such litigation. Each of the Company and Parent shall, and shall cause their respective Subsidiaries to, cooperate in the defense or settlement of any litigation contemplated by this Section 6.157.11. The parties acknowledge that this Section 6.15 7.11 in no way limits the parties’ obligations under Section 6.87.7.

Transaction Litigation. Subject (a) The Company shall provide Parent with the opportunity to applicable Lawparticipate in the Company’s defense or settlement of any shareholder litigation against the Company and/or its directors or executive officers relating to the transactions contemplated by this Agreement, including the Merger; provided that the Company and Parent will utilize a joint defense agreement or implement such other than with respect techniques if doing so would reasonably permit the disclosure of privileged information without jeopardizing such privilege. The Company agrees that it shall not settle or offer to settle any litigation where Parent is adverse commenced prior to or after the Company, the Company will give Parent the reasonable opportunity, at Parent’s sole cost and expense, to participate, subject to a customary joint defense agreement, in (but not control) the defense date of any action, claim, suit or proceeding this Agreement against the Company or its directors directors, executive officers or officers similar persons by any shareholder of the Company relating to this Agreement, the Merger and the transactions Merger, or any other transaction contemplated hereby, and no such settlement will be agreed to or offered hereby without the prior written consent of Parent (Parent, except for such consent settlements or offers of settlement that would not to be unreasonably withheld, conditioned or delayed); provided, that Parent shall not be obligated to consent to any settlement (i) which does not include full release of Parent and its Affiliates or which imposes an injunction or other equitable relief upon require out-of-pocket expenditures by Parent or any of its Affiliates (including, after the Effective Time, the Surviving Corporation), or (ii) that would result in the payment by Parent, the Company or any Subsidiary thereof of their respective Subsidiaries (in each case except for amounts paid as part of any amount in excess self-insured retention) and that do not involve any injunctive or other non-monetary relief (except for customary supplemental disclosure) or the admission of the retention or deductible under any applicable insurance policy of the Company. Subject to applicable Law, other than with respect to any litigation where wrongdoing. (b) Parent shall provide the Company is adverse with the opportunity to participate in Parent, Parent will give the Company the reasonable opportunity, at the Company’s sole cost and expense, to participate, subject to a customary joint defense agreement, in (but not control) the defense or settlement of any actionshareholder litigation against Parent and/or its directors or executive officers relating to the transactions contemplated by this Agreement, claim, suit including the Merger; provided that the Company and Parent will utilize a joint defense agreement or proceeding implement such other techniques if doing so would reasonably permit the disclosure of privileged information without jeopardizing such privilege. Parent agrees that it shall not settle or offer to settle any litigation commenced prior to or after the date of this Agreement against Parent or its directors directors, executive officers or officers similar persons by any stockholder of Parent relating to the Merger and the transactions contemplated hereby. Prior to the consummation of this Agreement, the Merger, or any other transaction contemplated hereby without the prior written consent of the Company, Parent shall except for such settlements that would not settle any actionmaterially impair, claim, suit delay or proceeding related to prevent the Merger and the transactions contemplated hereby unless such settlement provides a full and unconditional release for the Company and each officer and director consummation of the Company party to such litigation. Each of the Company and Parent shall, and shall cause their respective Subsidiaries to, cooperate in the defense or settlement of any litigation contemplated by this Section 6.15. The parties acknowledge that this Section 6.15 in no way limits the parties’ obligations under Section 6.8Merger.

Transaction Litigation. Subject (a) In the event that any litigation related to applicable Lawthis Agreement or the Transactions is brought, other than or, to RMT Partner’s Knowledge, threatened, against RMT Partner, any members of the RMT Partner Board or a Significant Stockholder from and following the date of this Agreement (such litigation, “RMT Partner Transaction Litigation”), RMT Partner shall promptly notify Remainco of such RMT Partner Transaction Litigation and shall keep Remainco reasonably informed with respect to any litigation where Parent is adverse the status thereof. RMT Partner shall give Remainco a reasonable opportunity to participate in the Company, the Company will give Parent the reasonable opportunity, defense or settlement (at ParentRemainco’s sole cost expense and expense, to participate, subject to a customary joint defense agreement, in (but not control) the defense of any action, claim, suit or proceeding against RMT Partner Transaction Litigation and shall consider in good faith Remainco’s advice with respect to such RMT Partner Transaction Litigation; provided that RMT Partner shall in any event control such defense in its sole discretion and the Company or its directors or officers relating disclosure of information to Remainco in connection therewith shall be subject to the Merger and the transactions contemplated herebyprovisions of Section 8.10; provided, and no such settlement will be agreed further, that RMT Partner shall not settle or agree to or offered settle any RMT Partner Transaction Litigation without the prior written consent of Parent Remainco. (b) In the event that any litigation related to this Agreement or the Transactions is brought or to Remainco’s Knowledge, is threatened, against Remainco or any members of the Remainco Board from and following the date of this Agreement and prior to the Effective Time for which a Spinco Entity is liable (such litigation, “Spinco Transaction Litigation”), Remainco shall promptly notify RMT Partner of such Spinco Transaction Litigation and shall keep RMT Partner reasonably informed with respect to the status thereof. Remainco shall give RMT Partner a reasonable opportunity to participate in the defense or settlement (at RMT Partner’s sole expense and subject to a customary joint defense agreement) of any Spinco Transaction Litigation and shall consider in good faith RMT Partner’s advice with respect to such Spinco Transaction Litigation; provided that Remainco shall in any event control such defense in its sole discretion and the disclosure of information to RMT Partner in connection therewith shall be subject to the provisions of Section 8.10; provided, further, that Remainco shall not settle or agree to settle any Spinco Transaction Litigation without prior written consent of RMT Partner (which consent shall not to be unreasonably withheld, conditioned or delayed); provided, that Parent shall not be obligated to consent to any settlement (i) which does not include full release of Parent and its Affiliates or which imposes an injunction or other equitable relief upon Parent or any of its Affiliates (including, after the Effective Time, the Surviving Corporation), or (ii) that would result in the payment by Parent, the Company or any Subsidiary thereof of any amount in excess of the retention or deductible under any applicable insurance policy of the Company. Subject to applicable Law, other than with respect to any litigation where the Company is adverse to Parent, Parent will give the Company the reasonable opportunity, at the Company’s sole cost and expense, to participate, subject to a customary joint defense agreement, in (but not control) the defense or settlement of any action, claim, suit or proceeding against Parent or its directors or officers relating to the Merger and the transactions contemplated hereby. Prior to the consummation of the Merger, without the prior written consent of the Company, Parent shall not settle any action, claim, suit or proceeding related to the Merger and the transactions contemplated hereby unless such settlement provides a full and unconditional release for the Company and each officer and director of the Company party to such litigation. Each of the Company and Parent shall, and shall cause their respective Subsidiaries to, cooperate in the defense or settlement of any litigation contemplated by this Section 6.15. The parties acknowledge that this Section 6.15 in no way limits the parties’ obligations under Section 6.8.

Transaction Litigation. Subject to applicable Law, other than with respect to any litigation where Parent is adverse to Each of the Company, on the Company will one hand, and Parent, on the other hand, shall give Parent the reasonable opportunity, at Parent’s sole cost and expense, to participate, subject to a customary joint defense agreement, in (but not control) the defense other party prompt notice of any action, claim, suit stockholder litigation or proceeding claims commenced on or after the date of this Agreement against the Company or its directors or officers or Parent or its directors or officers, as applicable, relating to the Merger and the other transactions contemplated herebyby this Agreement (“Transaction Litigation”). In addition, each of the Company, on the one hand, and no Parent, on the other hand, agrees to keep the other party reasonably informed on a current basis with respect to any other stockholder litigation or claims against the Company or its directors or officers or Parent or its officers and directors, as applicable, that are reasonably likely to affect the Merger and the other transactions contemplated by this Agreement (including the timing of the Closing). The Company shall (i) give Parent the opportunity to participate (at Parent’s expense) in the defense or settlement of any Transaction Litigation, (ii) give Parent the right to review and comment on all filings or responses to be made by the Company in connection with any Transaction Litigation, and will in good faith take such settlement will be agreed comments into account, and (iii) not agree to or offered settle any Transaction Litigation without the Parent’s prior written consent, which consent of Parent (such consent shall not to be unreasonably withheld, conditioned or delayed); provided. Solely to the extent that any such Transaction Litigation would reasonably be expected to materially delay or prevent the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement, that Parent shall not use commercially reasonable efforts to give the Company the right to review and comment on all filings or responses to be obligated made by Parent in connection with any such Transaction Litigation, and will in good faith take such comments into account. Notwithstanding the foregoing, with respect to consent Transaction Litigation commenced by one or more of Parent’s shareholders that seeks to any settlement (i) which does not include full release of Parent condition, delay or prevent the parties from consummating the transactions contemplated by this Agreement and its Affiliates or which imposes an injunction or other equitable relief upon Parent that names the Company or any of its Affiliates officers or directors as a party (including, after the Effective Time, the Surviving Corporation“Parent Shareholder Litigation”), or Parent shall (iii) that would result in the payment by Parent, the Company or any Subsidiary thereof of any amount in excess of the retention or deductible under any applicable insurance policy of the Company. Subject to applicable Law, other than with respect to any litigation where the Company is adverse to Parent, Parent will give the Company the reasonable opportunity, opportunity to participate (at the Company’s sole cost and expense, to participate, subject to a customary joint defense agreement, in (but not control) the defense or settlement of any action, claim, suit or proceeding against Parent or its directors or officers relating to the Merger and the transactions contemplated hereby. Prior to the consummation of the Merger, without the prior written consent of the Company, Parent shall not settle any action, claim, suit or proceeding related to the Merger and the transactions contemplated hereby unless such settlement provides a full and unconditional release for the Company and each officer and director of the Company party to such litigation. Each of the Company and Parent shall, and shall cause their respective Subsidiaries to, cooperate in the defense or settlement of any litigation contemplated claims brought against the Company or any of its officers or directors in such Parent Shareholder Litigation, and (ii) give the Company the right to review and comment on all filings or responses to be made by this Section 6.15. The parties acknowledge Parent in connection with the defense or settlement of any claims brought against the Company or any of its officers or directors in such Parent Shareholder Litigation, and will in good faith take such comments into account; provided, however, that this Section 6.15 (x) Parent shall be entitled to select legal counsel for the Company in no way limits respect of such Parent Shareholder Litigation, which legal counsel shall be reasonably acceptable to the parties’ obligations Company, and (y) Parent shall control the defense of any claims brought against the Company or any of its officers or directors in such Parent Shareholder Litigation unless there is an actual legal conflict that would prohibit the assumption of the defense by Parent under Section 6.8law or bona fide ethical obligation; provided further, that neither Parent nor the Company shall agree to settle any claims brought against the Company or any of its officers or directors in such Parent Shareholder Litigation without the other party’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

Transaction Litigation. Subject In the event that any stockholder litigation related to applicable Lawthis Agreement, the Merger or the other than transactions contemplated by this Agreement is brought, or, to the Company’s Knowledge, threatened, against the Company or any members of the Company Board after the date hereof and prior to the Effective Time (“Company Transaction Litigation”), the Company shall promptly notify Parent of any such Company Transaction Litigation and shall keep Parent reasonably informed with respect to any litigation where Parent is adverse to the Company, the status thereof. The Company will shall give Parent the reasonable opportunity, at Parent’s sole cost and expense, opportunity to participate, subject to a customary joint defense agreement, participate in (but not control) the defense of any actionCompany Transaction Litigation, claimshall consider in good faith Parent’s advice with respect to such Company Transaction Litigation and shall not settle or agree to settle any Company Transaction Litigation without Parent’s prior written consent. In the event that any stockholder litigation related to this Agreement, suit the Merger or proceeding against the Company or its directors or officers relating other transactions contemplated by this Agreement is brought, or, to the Merger and the transactions contemplated herebyParent’s Knowledge, and no such settlement will be agreed to or offered without the prior written consent of Parent (such consent not to be unreasonably withheldthreatened, conditioned or delayed); provided, that Parent shall not be obligated to consent to any settlement (i) which does not include full release of Parent and its Affiliates or which imposes an injunction or other equitable relief upon against Parent or any members of its Affiliates the Parent Board or the Special Committee after the date hereof and prior to the Effective Time (including“Parent Transaction Litigation” and together with Company Transaction Litigation, after “Transaction Litigation”), Parent shall promptly notify the Company of any such Parent Transaction Litigation and shall keep the Company reasonably informed with respect to the status thereof. Parent shall give the Company the opportunity to participate in the defense of any Parent Transaction Litigation, shall consider in good faith the Company’s advice with respect to such Parent Transaction Litigation and shall not settle or agree to settle any Parent Transaction Litigation without the Company’s prior written consent. The Company and Parent agree to cooperate with each other with respect to the defense and settlement of any Transaction Litigation. Without otherwise limiting the members of the Special Committee’s rights with regards to counsel, following the Effective Time, the Surviving Corporation), or (ii) that would result in the payment by Parent, the Company or any Subsidiary thereof of any amount in excess members of the retention Special Committee with rights to indemnification from Parent shall be entitled to continue to retain ▇▇▇▇▇▇▇ Procter LLP or deductible under any applicable insurance policy such other counsel selected by such members of the Company. Subject Special Committee to applicable Law, other than defend the members of the Special Committee with respect to any litigation where the Company is adverse to Parent, Parent will give the Company the reasonable opportunity, at the Company’s sole cost and expense, to participate, subject to a customary joint defense agreement, in (but not control) the defense or settlement of any action, claim, suit or proceeding against Parent or its directors or officers relating to the Merger and the transactions contemplated hereby. Prior to the consummation of the Merger, without the prior written consent of the Company, Parent shall not settle any action, claim, suit or proceeding related to the Merger and the transactions contemplated hereby unless such settlement provides a full and unconditional release for the Company and each officer and director of the Company party to such litigation. Each of the Company and Parent shall, and shall cause their respective Subsidiaries to, cooperate in the defense or settlement of any litigation contemplated by this Section 6.15. The parties acknowledge that this Section 6.15 in no way limits the parties’ obligations under Section 6.8Transaction Litigation.

Transaction Litigation. Subject to applicable Law, other than with respect to any litigation where Parent is adverse to the Company, the Company will give Parent the reasonable opportunity, at Parent’s sole cost and expense, to participate, subject to a customary joint defense agreement, in (but not control) the defense of any action, claim, suit or proceeding against the Company or its directors or officers relating to the Offer, the Merger and or the other transactions contemplated hereby, and no such settlement will be agreed to or offered without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed); provided, that Parent shall not be obligated to consent to any settlement (i) which does not include full release of Parent and its Affiliates or which imposes an injunction or other equitable relief upon Parent or any of its Affiliates (including, after the Effective Time, the Surviving Corporation), or (ii) that would result in the payment by Parent, the Company or any Subsidiary thereof of any amount in excess of the retention or deductible under any applicable insurance policy of the Company. Subject to applicable Law, other than with respect to any litigation where the Company is adverse to Parent, Parent will give the Company the reasonable opportunity, at the Company’s sole cost and expense, to participate, subject to a customary joint defense agreement, in (but not control) the defense or settlement of any action, claim, suit or proceeding against Parent or its directors or officers relating to the Offer, the Merger and or the other transactions contemplated hereby. Prior to the consummation of the Merger, without the prior written consent of the Company, Parent shall not settle any action, claim, suit or proceeding related to the Offer, the Merger and or the other transactions contemplated hereby unless such settlement provides a full and unconditional release for the Company and each officer and director of the Company party to such litigation. The Company shall not settle or make an offer to settle any litigation against the Company or any director by any stockholder relating to this Agreement or the Merger, without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed); provided, that Parent shall not be obligated to consent to any settlement (i) which does not include full release of Parent and its Affiliates or which imposes an injunction or other equitable relief upon Parent or any of its Affiliates (including, after the Effective Time, the Surviving Corporation), or (ii) that would result in the payment by Parent, the Company or any Subsidiary thereof of any amount in excess of the retention or deductible under any applicable insurance policy of the Company. Each of the Company and Parent shall, and shall cause their respective Subsidiaries to, cooperate in the defense or settlement of any litigation contemplated by this Section 6.157.12. The parties acknowledge that this Section 6.15 7.12 in no way limits the parties’ obligations under Section 6.87.7(a).

Transaction Litigation. Subject The Company shall promptly advise Parent in writing of any Action (including any putative class action or derivative litigation) asserted, threatened in writing or commenced by, on behalf of or in the name of, against or otherwise involving the Company, the Board of Directors, any committee thereof or any of the Company’s directors or officers relating directly or indirectly to applicable Lawthis Agreement, other than the Merger or any of the transactions contemplated hereby, including any such claim or Action based on allegations that the Company’s entry into this Agreement, the terms and conditions of this Agreement or any of the transactions contemplated hereby constituted a breach of the fiduciary duties of any member of the Board of Directors or any officer of the Company (any such Action, a “Transaction Litigation”) and shall keep Parent informed on a reasonably prompt basis regarding any such Transaction Litigation. The Company shall give Parent the opportunity to (a) participate in the defense, prosecution, settlement or compromise of any Transaction Litigation, and (b) consult with counsel to the Company regarding the defense, prosecution, settlement or compromise with respect to any litigation where such Transaction Litigation. For purposes of this Section 5.09, “participate” means that Parent is adverse will be kept reasonably apprised of proposed strategy and other significant decisions with respect to the Company, Transaction Litigation (to the extent that the attorney-client privilege between the Company will give Parent and its counsel is not undermined or otherwise adversely affected, and the reasonable opportunity, at Parent’s sole cost and expense, to participate, subject to parties shall enter into a customary joint defense agreement, in (but not control) the defense of any actionif applicable, claimto protect such privilege), suit and Parent may offer comments or proceeding against suggestions with respect to such Transaction Litigation which the Company shall consider in good faith; provided that the Company shall not settle or its directors compromise or officers relating agree to the Merger and the transactions contemplated hereby, and no such settlement will be agreed to settle or offered compromise any Transaction Litigation without the Parent’s prior written consent of Parent (such which consent shall not to be unreasonably withheld, conditioned or delayed); provided, that Parent shall not be obligated to consent to any settlement (i) which does not include full release of Parent and its Affiliates or which imposes an injunction or other equitable relief upon Parent or any of its Affiliates (including, after the Effective Time, the Surviving Corporation), or (ii) that would result in the payment by Parent, the Company or any Subsidiary thereof of any amount in excess of the retention or deductible under any applicable insurance policy of the Company. Subject to applicable Law, other than with respect to any litigation where the Company is adverse to Parent, Parent will give the Company the reasonable opportunity, at the Company’s sole cost and expense, to participate, subject to a customary joint defense agreement, in (but not control) the defense or settlement of any action, claim, suit or proceeding against Parent or its directors or officers relating to the Merger and the transactions contemplated hereby. Prior to the consummation of the Merger, without the prior written consent of the Company, Parent shall not settle any action, claim, suit or proceeding related to the Merger and the transactions contemplated hereby unless such settlement provides a full and unconditional release for the Company and each officer and director of the Company party to such litigation. Each of the Company and Parent shall, and shall cause their respective Subsidiaries to, cooperate in the defense or settlement of any litigation contemplated by this Section 6.15. The parties acknowledge that this Section 6.15 in no way limits the parties’ obligations under Section 6.8.

Transaction Litigation. Subject to applicable Lawthe last sentence of this Section 7.8, the Company shall promptly notify Parent of any stockholder Actions (including class actions or derivative claims) commenced against it, its Subsidiaries or its or its Subsidiaries’ respective directors, officers or Representatives relating to this Agreement or any of the transactions contemplated hereby or any matters relating hereto (collectively, “Transaction Litigation”) and shall keep Parent informed regarding any Transaction Litigation. Other than with respect to any Transaction Litigation where the Parties are adverse to each other, the Company shall reasonably cooperate with Parent in the defense or settlement of any Transaction Litigation, and shall give Parent the opportunity to consult with it regarding the defense and settlement of such Transaction Litigation and shall consider in good faith Parent’s advice with respect to such Transaction Litigation and the Company shall give Parent the opportunity to participate in, at Parent’s expense, the defense and settlement of such Transaction Litigation (to the extent that the attorney-client privilege between the Company and its counsel is not undermined or otherwise adversely affected). Prior to the Effective Time, other than with respect to any litigation Transaction Litigation where Parent is the Parties are adverse to the Companyeach other, neither the Company will give Parent the reasonable opportunity, at Parent’s sole cost and expense, nor any of its Subsidiaries shall settle or offer to participate, subject to a customary joint defense agreement, in (but not control) the defense of settle any action, claim, suit or proceeding against the Company or its directors or officers relating to the Merger and the transactions contemplated hereby, and no such settlement will be agreed to or offered Transaction Litigation without the prior written consent of Parent (such which consent shall not to be unreasonably withheld, conditioned or delayed); provided. The Company shall notify Parent promptly of the commencement or written threat of any Transaction Litigation of which it has received notice or become aware and shall keep Parent reasonably informed regarding any such Transaction Litigation. Notwithstanding anything to the contrary in this Section 7.8, that Parent shall not be obligated to consent to any settlement (i) which does not include full release of Parent and its Affiliates or which imposes an injunction or other equitable relief upon Parent or any of its Affiliates (including, after the Effective Time, the Surviving Corporation), or (ii) that would result in the payment by Parent, the Company or any Subsidiary thereof event of any amount conflict with any other covenant or agreement contained in excess Section 7.2 that expressly addresses the subject matter of the retention or deductible under any applicable insurance policy of the Company. Subject to applicable Law, other than with respect to any litigation where the Company is adverse to Parent, Parent will give the Company the reasonable opportunity, at the Company’s sole cost and expense, to participate, subject to a customary joint defense agreement, in (but not control) the defense or settlement of any action, claim, suit or proceeding against Parent or its directors or officers relating to the Merger and the transactions contemplated hereby. Prior to the consummation of the Merger, without the prior written consent of the Company, Parent shall not settle any action, claim, suit or proceeding related to the Merger and the transactions contemplated hereby unless such settlement provides a full and unconditional release for the Company and each officer and director of the Company party to such litigation. Each of the Company and Parent shall, and shall cause their respective Subsidiaries to, cooperate in the defense or settlement of any litigation contemplated by this Section 6.15. The parties acknowledge that this 7.8, Section 6.15 in no way limits the parties’ obligations under Section 6.87.2 shall govern and control.

Transaction Litigation. Subject The Parties shall use their respective reasonable best efforts to applicable Lawprevent the entry of (and, other than with respect to any litigation where Parent is adverse to the Company, the Company will give Parent the reasonable opportunity, at Parent’s sole cost and expenseif entered, to participatehave vacated, subject to a customary joint defense agreementlifted, in (but not controlreversed or overturned) the defense of any action, claim, suit or proceeding Order that results from any shareholder litigation against the Company Parties or its any of their respective directors or officers relating to this Agreement or the Merger Transactions; provided, however, in the event that any shareholder litigation related to this Agreement or the Transactions is brought, or, to the Company’s Knowledge, threatened in writing, against the Company or any members of the Board after the date of this Agreement and prior to the transactions contemplated herebyEffective Time (“Transaction Litigation”) (a) the Company shall reasonably promptly notify the Parent of any such Transaction Litigation and shall keep the Parent reasonably informed with respect to the status thereof, (b) the Company shall give the Parent the opportunity to consult with the Company regarding the defense of any Transaction Litigation and no such settlement will be agreed (c) the Company (i) shall give due consideration to or offered Parent’s advice with respect to Transaction Litigation and (ii) shall not settle any Transaction Litigation without the Parent’s prior written consent of Parent (such which consent shall not to be unreasonably withheld, conditioned or delayed); provided, provided that Parent shall not be obligated to consent to any settlement notwithstanding the foregoing clause (i) which does not include full release of Parent and its Affiliates or which imposes an injunction or other equitable relief upon Parent or any of its Affiliates (including, after the Effective Time, the Surviving Corporationc)(ii), or (ii) that would result in the payment by Parent, the Company may, without Parent’s prior written consent, settle Transaction Litigation to the extent that such settlement only obligates the Company or its Subsidiaries for (A) the issuance of additional disclosure and/or (B) the payment of money if the amount of money to be paid in connection with such settlement does not exceed any Subsidiary thereof of any amount in excess of insurance proceeds that the retention or deductible under any applicable insurance policy of the Company. Subject Company reasonably expects to applicable Law, other than receive with respect to such Transaction Litigation and any litigation where the Company is adverse to Parent, Parent will give the Company the reasonable opportunity, at the Company’s sole cost and expense, to participate, subject to a customary joint defense agreement, deductible in (but not control) the defense or settlement of any action, claim, suit or proceeding against Parent or its directors or officers relating to the Merger and the transactions contemplated hereby. Prior to the consummation of the Merger, without the prior written consent of the Company, Parent shall not settle any action, claim, suit or proceeding related to the Merger and the transactions contemplated hereby unless such settlement provides a full and unconditional release for the Company and each officer and director of the Company party to such litigation. Each of the Company and Parent shall, and shall cause their respective Subsidiaries to, cooperate in the defense or settlement of any litigation contemplated by this Section 6.15. The parties acknowledge that this Section 6.15 in no way limits the parties’ obligations under Section 6.8respect thereof.

Transaction Litigation. Subject (a) In the event that any litigation related to applicable Lawthis Agreement, other than any Ancillary Agreement or the transactions contemplated hereby or thereby is brought, or, to the knowledge of Acquiror, threatened in writing, against Acquiror or the Board of Directors of Acquiror or the Acquiror Special Committee by any of Acquiror’s shareholders prior to the Closing, Acquiror shall promptly notify the Company of any such litigation and keep the Company reasonably informed with respect to any litigation where Parent is adverse to the Company, status thereof. Acquiror shall provide the Company will give Parent the reasonable opportunity, at Parent’s sole cost and expense, opportunity to participate, participate in (subject to a customary joint defense agreement), in (but not control) , the defense of any actionsuch litigation, claim, suit or proceeding against the Company or its directors or officers relating shall give due consideration to the Merger Company’s advice with respect to such litigation and the transactions contemplated hereby, and no shall not settle any such settlement will be agreed to or offered litigation without the prior written consent of Parent (the Company, such consent not to be unreasonably withheld, conditioned or delayed); provided. (b) In the event that any litigation related to this Agreement, that Parent shall not be obligated any Ancillary Agreement or the transactions contemplated hereby or thereby is brought, or, to consent to any settlement (i) which does not include full release the knowledge of Parent and its Affiliates the Company, threatened in writing, against the Company or which imposes an injunction or other equitable relief upon Parent or the Board of Directors of the Company by any of its Affiliates (including, after the Effective Time, Company’s stockholders prior to the Surviving Corporation), or (ii) that would result in the payment by ParentClosing, the Company or any Subsidiary thereof shall promptly notify Acquiror of any amount in excess of the retention or deductible under any applicable insurance policy of the Company. Subject to applicable Law, other than such litigation and keep Acquiror reasonably informed with respect to any litigation where the status thereof. The Company is adverse shall provide Acquiror the opportunity to Parent, Parent will give the Company the reasonable opportunity, at the Company’s sole cost and expense, to participate, participate in (subject to a customary joint defense agreement), in (but not control) , the defense or settlement of any actionsuch litigation, claim, suit or proceeding against Parent or its directors or officers relating shall give due consideration to the Merger Acquiror’s advice with respect to such litigation and the transactions contemplated hereby. Prior to the consummation of the Merger, shall not settle any such litigation without the prior written consent of the CompanyAcquiror, Parent shall such consent not settle any actionto be unreasonably withheld, claim, suit conditioned or proceeding related to the Merger and the transactions contemplated hereby unless such settlement provides a full and unconditional release for the Company and each officer and director of the Company party to such litigation. Each of the Company and Parent shall, and shall cause their respective Subsidiaries to, cooperate in the defense or settlement of any litigation contemplated by this Section 6.15. The parties acknowledge that this Section 6.15 in no way limits the parties’ obligations under Section 6.8delayed.

Transaction Litigation. Subject (a) In the event that any stockholder litigation related to applicable Lawthis Agreement or the Transactions is brought against the Company or any members of the Company Board from and following the date of this Agreement and prior to the Effective Time (such litigation, other than “Company Transaction Litigation”), the Company shall promptly notify Buyer of such Company Transaction Litigation and shall keep Buyer reasonably informed with respect to any litigation where Parent is adverse the status thereof (including by providing copies of all substantive pleadings with respect thereto). The Company shall give Buyer a reasonable opportunity to participate in the Company, the Company will give Parent the reasonable opportunity, defense or settlement (at ParentBuyer’s sole cost expense and expense, to participate, subject to a customary joint defense agreement, in (but not control) the defense of any action, claim, suit or proceeding against Company Transaction Litigation and shall consider in good faith Buyer’s advice with respect to such Company Transaction Litigation; provided that the Company or its directors or officers relating shall in any event control such defense and the disclosure of information to Buyer in connection therewith shall be subject to the Merger and provisions of Section 6.5; provided, further, that the transactions contemplated hereby, and no such settlement will be agreed Company shall not settle or agree to or offered settle any Company Transaction Litigation without the prior written consent of Parent Buyer (such which consent shall not to be unreasonably withheld, conditioned or delayed); provided, . (b) In the event that Parent shall not be obligated any stockholder litigation related to consent to any settlement (i) which does not include full release of Parent and its Affiliates this Agreement or which imposes an injunction or other equitable relief upon Parent the Transactions is brought against Buyer or any members of its Affiliates (including, after the Buyer Board from and following the date of this Agreement and prior to the Effective TimeTime (such litigation, the Surviving Corporation“Buyer Transaction Litigation”), or (ii) that would result in the payment by Parent, Buyer shall promptly notify the Company or any Subsidiary thereof of any amount in excess of such Buyer Transaction Litigation and shall keep the retention or deductible under any applicable insurance policy of the Company. Subject to applicable Law, other than Company reasonably informed with respect to any litigation where the Company is adverse to Parent, Parent will status thereof (including by providing copies of all substantive pleadings with respect thereto). Buyer shall give the Company a reasonable opportunity to participate in the reasonable opportunity, defense or settlement (at the Company’s sole cost expense and expense, to participate, subject to a customary joint defense agreement, in (but not control) the defense or settlement of any action, claim, suit or proceeding against Parent or its directors or officers relating Buyer Transaction Litigation and shall consider in good faith the Company’s advice with respect to such Buyer Transaction Litigation; provided that Buyer shall in any event control such defense and the disclosure of information to the Merger and the transactions contemplated hereby. Prior Company in connection therewith shall be subject to the consummation provisions of the MergerSection 6.5; provided, further, that Buyer shall not settle or agree to settle any Buyer Transaction Litigation without the prior written consent of the Company, Parent Company (which consent shall not settle any actionbe unreasonably withheld, claim, suit conditioned or proceeding related to the Merger and the transactions contemplated hereby unless such settlement provides a full and unconditional release for the Company and each officer and director of the Company party to such litigation. Each of the Company and Parent shall, and shall cause their respective Subsidiaries to, cooperate in the defense or settlement of any litigation contemplated by this Section 6.15. The parties acknowledge that this Section 6.15 in no way limits the parties’ obligations under Section 6.8delayed).

Transaction Litigation. Subject to applicable Law, other than with respect to any litigation where Parent is adverse to the Company, the The Company will give Parent the reasonable opportunity, at Parent’s sole cost and expense, to participate, subject to a customary joint defense agreement, in (but not control) the defense prompt notice of any action, claim, suit or proceeding Action commenced against the Company or its directors directors, officers, managers, partners or officers Affiliates (except in the case of any Action commenced by Parent, Merger Sub or their respective Affiliates) relating to this Agreement or the Merger (collectively, “Transaction Litigation”). The Company will reasonably consult with Parent regarding the defense or settlement of any Transaction Litigation and will not compromise, settle, come to an arrangement regarding or agree to compromise, settle or come to an arrangement regarding any Transaction Litigation or consent to the transactions contemplated herebysame, and no such settlement will be agreed to or offered without the prior written consent of Parent (such which consent will not to be unreasonably withheld, conditioned or delayed). In connection with any Transaction Litigation and the Parties’ performance of their obligations under this Section 5.14, the Parties will enter into a customary common interest or joint defense agreement or implement such other techniques as reasonably required to preserve any attorney-client privilege or other applicable legal privilege; provided, however, that Parent shall the Company will not be obligated required to consent to take any settlement (i) which does not include full release of Parent and its Affiliates or which imposes an injunction or other equitable relief upon Parent or any of its Affiliates (includingaction that it determines, after consultations with the Effective TimeCompany’s legal counsel, the Surviving Corporation), or (ii) that would may result in the payment by Parentloss of any attorney-client privilege or other applicable legal privilege; provided, that, if any information is withheld pursuant to the foregoing proviso, the Company will inform Parent as to the general nature of what is being withheld in a manner that the Company determines, after consultation with legal counsel, would not result in a loss of attorney-client or any Subsidiary thereof other legal privilege and the Parties will use reasonable best efforts to enable the Company to provide such information without causing the loss of any amount in excess of attorney-client or other applicable legal privilege. Notwithstanding the retention or deductible under any applicable insurance policy of the Company. Subject to applicable Lawforegoing, other than with respect to any litigation where the Company is adverse to Parent, Parent will give the Company the reasonable opportunity, at the Company’s sole cost and expense, to participate, subject to a customary joint defense agreement, in (but not control) the defense or settlement of any action, claim, suit or proceeding against Parent or its directors or officers relating to the Merger and the transactions contemplated hereby. Prior to the consummation of the Merger, without the prior written consent none of the Company, Parent shall not settle any action, claim, suit or proceeding related to the Merger and the transactions contemplated hereby unless such settlement provides a full and unconditional release for the Company and each officer and director Subsidiaries or their respective directors, officers, managers or partners will be required to take any action pursuant to this Section 5.14 that would unreasonably disrupt the operations of the Company party to such litigation. Each of or the Company and Parent shall, and shall cause their respective Subsidiaries to, cooperate in the defense or settlement of any litigation contemplated by this Section 6.15. The parties acknowledge that this Section 6.15 in no way limits the parties’ obligations under Section 6.8Subsidiaries.

Transaction Litigation. Subject to applicable Law, other than with respect to any litigation where Parent is adverse to the Company, the Company will give Parent the reasonable opportunity, at Parent’s sole cost and expense, to participate, subject to a customary joint defense agreement, in (but not control) the defense of any action, claim, suit or proceeding against the Company or its directors or officers relating to the Offer. the Merger and or the other transactions contemplated hereby, and no such settlement will be agreed to or offered without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed); provided, that Parent shall not be obligated to consent to any settlement (i) which does not include full release of Parent and its Affiliates or which imposes an injunction or other equitable relief upon Parent or any of its Affiliates (including, after the Effective Time, the Surviving Corporation), or (ii) that would result in the payment by Parent, the Company or any Subsidiary thereof of any amount in excess of the retention or deductible under any applicable insurance policy of the Company. Subject to applicable Law, other than with respect to any litigation where the Company is adverse to Parent, Parent will give the Company the reasonable opportunity, at the Company’s sole cost and expense, to participate, subject to a customary joint defense agreement, in (but not control) the defense or settlement of any action, claim, suit or proceeding against Parent or its directors or officers relating to the Offer, the Merger and or the other transactions contemplated hereby. Prior to the consummation of the Merger, without the prior written consent of the Company, Parent shall not settle any action, claim, suit or proceeding related to the Offer, the Merger and or the other transactions contemplated hereby unless such settlement provides a full and unconditional release for the Company and each officer and director of the Company party to such litigation. Each of the Company and Parent shall, and shall cause their respective Subsidiaries to, cooperate in the defense or settlement of any litigation contemplated by this Section 6.157.14. The parties acknowledge that this Section 6.15 7.14 in no way limits the parties’ obligations under Section 6.87.7.

Transaction Litigation. Subject to applicable Law, other than with respect to any litigation where Parent is adverse to Each of the Company, on the Company will one hand, and Parent, on the other hand, shall give Parent the reasonable opportunity, at Parent’s sole cost and expense, to participate, subject to a customary joint defense agreement, in (but not control) the defense other party prompt notice of any action, claim, suit stockholder litigation or proceeding claims commenced on or after the date of this Agreement against the Company or its directors or officers or Parent or its directors or officers, as applicable, relating to the Merger and the other transactions contemplated herebyby this Agreement (“Transaction Litigation”). In addition, each of the Company, on the one hand, and no Parent, on the other hand, agrees to keep the other party reasonably informed on a current basis with respect to any other stockholder litigation or claims against the Company or its directors or officers or Parent or its officers and directors, as applicable, that are reasonably likely to affect the Merger and the other transactions contemplated by this Agreement (including the timing of the Closing). The Company shall (a) give Parent the opportunity to participate (at Parent’s expense) in the defense or settlement of any Transaction Litigation, (b) give Parent the right to review and comment on all filings or responses to be made by the Company in connection with any Transaction Litigation, and will in good faith take such settlement will be agreed comments into account, and (c) not agree to or offered settle any Transaction Litigation without the Parent’s prior written consent, which consent of Parent (such consent shall not to be unreasonably withheld, conditioned or delayed); provided. Solely to the extent that any such Transaction Litigation would reasonably be expected to materially delay or prevent the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement, that Parent shall not use commercially reasonable efforts to give the Company the right to review and comment on all filings or responses to be obligated made by Parent in connection with any such Transaction Litigation, and will in good faith take such comments into account. Notwithstanding the foregoing, with respect to consent Transaction Litigation commenced by one or more of Parent’s shareholders that seeks to any settlement (i) which does not include full release of Parent condition, delay or prevent the parties from consummating the transactions contemplated by this Agreement and its Affiliates or which imposes an injunction or other equitable relief upon Parent that names the Company or any of its Affiliates officers or directors as a party (including, after the Effective Time, the Surviving Corporation“Parent Shareholder Litigation”), or Parent shall (iii) that would result in the payment by Parent, the Company or any Subsidiary thereof of any amount in excess of the retention or deductible under any applicable insurance policy of the Company. Subject to applicable Law, other than with respect to any litigation where the Company is adverse to Parent, Parent will give the Company the reasonable opportunity, opportunity to participate (at the Company’s sole cost and expense, to participate, subject to a customary joint defense agreement, in (but not control) the defense or settlement of any action, claim, suit or proceeding against Parent or its directors or officers relating to the Merger and the transactions contemplated hereby. Prior to the consummation of the Merger, without the prior written consent of the Company, Parent shall not settle any action, claim, suit or proceeding related to the Merger and the transactions contemplated hereby unless such settlement provides a full and unconditional release for the Company and each officer and director of the Company party to such litigation. Each of the Company and Parent shall, and shall cause their respective Subsidiaries to, cooperate in the defense or settlement of any litigation contemplated claims brought against the Company or any of its officers or directors in such Parent Shareholder Litigation, and (ii) give the Company the right to review and comment on all filings or responses to be made by this Section 6.15. The parties acknowledge Parent in connection with the defense or settlement of any claims brought against the Company or any of its officers or directors in such Parent Shareholder Litigation, and will in good faith take such comments into account; provided, however, that this Section 6.15 (x) Parent shall be entitled to select legal counsel for the Company in no way limits respect of such Parent Shareholder Litigation, which legal counsel shall be reasonably acceptable to the parties’ obligations Company, and (y) Parent shall control the defense of any claims brought against the Company or any of its officers or directors in such Parent Shareholder Litigation unless there is an actual legal conflict that would prohibit the assumption of the defense by Parent under Section 6.8law or bona fide ethical obligation; provided, further, that neither Parent nor the Company shall agree to settle any claims brought against the Company or any of its officers or directors in such Parent Shareholder Litigation without the other party’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

Transaction Litigation. Subject to applicable Law, other than with respect to any litigation where Parent Buyer is adverse to the Company, the Company will give Parent Buyer the reasonable opportunity, at ParentBuyer’s sole cost and expense, to participate, subject to a customary joint defense agreement, in (but not control) the defense of any action, claim, suit or proceeding Action against the Company or its directors directors, officers, employees or officers agents relating to the Merger and this Agreement or the transactions contemplated hereby, including the Merger, and no such settlement will be agreed to or offered without the prior written consent of Parent Buyer (such consent not to be unreasonably withheld, conditioned or delayed); provided, that Parent shall not be obligated to consent to any settlement (i) which does not include full release of Parent and its Affiliates or which imposes an injunction or other equitable relief upon Parent or any of its Affiliates (including, after the Effective Time, the Surviving Corporation), or (ii) that would result in the payment by Parent, the Company or any Subsidiary thereof of any amount shall consult in excess of the retention or deductible under any applicable insurance policy of the Companygood faith with Buyer on litigation strategy. Subject to applicable Law, other than with respect to any litigation where the Company is adverse to ParentBuyer, Parent Buyer will give the Company the reasonable opportunity, at the Company’s sole cost and expense, to participate, subject to a customary joint defense agreement, in (but not control) the defense or settlement of any action, claim, suit or proceeding Action against Parent Buyer or its directors directors, officers, employees or officers agents relating to the Merger and the transactions contemplated herebyMerger. Prior to the consummation of the Merger, without the prior written consent of the Company, Parent Buyer shall not settle any action, claim, suit or proceeding Action related to the Merger and the transactions contemplated hereby unless such settlement provides a full and unconditional release for the Company and each officer and director of the Company party to such litigation. The Company shall not settle or make an offer to settle any litigation against the Company or any director by any stockholder relating to this Agreement, the transactions contemplated hereby, including the Merger, without the prior written consent of Buyer (such consent not to be unreasonably withheld, conditioned or delayed) and the Company shall consult in good faith with Buyer on litigation strategy. Each of the Company and Parent Buyer shall, and shall cause their respective Subsidiaries to, cooperate in the defense or settlement of any litigation contemplated by this Section 6.15. The parties acknowledge that this Section 6.15 in no way limits the parties’ obligations under Section 6.85.14.

Transaction Litigation. Subject (a) Parent shall promptly notify the Company in writing of, shall keep the Company promptly informed regarding any such Parent Transaction Litigation, and shall give the Company the opportunity to applicable Lawparticipate in the defense and settlement of, other than any Parent Transaction Litigation (including by allowing the Company to offer comments or suggestions with respect to such Parent Transaction Litigation, which Parent shall consider in good faith). Parent shall give the Company the opportunity to consult with counsel to Parent regarding the defense and settlement of any litigation where such Parent is adverse Transaction Litigation, and in any event, Parent shall not settle or compromise or agree to settle or compromise any Parent Transaction Litigation without the Company, the Company will give Parent the reasonable opportunity, at Parent’s sole cost and expense, to participate, subject to a customary joint defense agreement, in (but not control) the defense of any action, claim, suit or proceeding against the Company or its directors or officers relating to the Merger and the transactions contemplated hereby, and no such settlement will be agreed to or offered without the prior written consent of Parent (such which consent shall not to be unreasonably withheld, conditioned or delayed); provided. (b) The Company shall promptly notify Parent in writing of, that shall keep Parent promptly informed regarding any such Company Transaction Litigation, and shall give Parent the opportunity to participate in the defense and settlement of, any Company Transaction Litigation (including by allowing Parent to offer comments or suggestions with respect to such Company Transaction Litigation, which the Company shall consider in good faith). The Company shall give Parent the opportunity to consult with counsel to the Company regarding the defense and settlement of any such Company Transaction Litigation, and in any event, the Company shall not settle or compromise or agree to settle or compromise any Company Transaction Litigation without Parent’s prior written consent (which consent shall not be obligated to consent to any settlement (i) which does not include full release of Parent and its Affiliates unreasonably withheld, conditioned or which imposes an injunction or other equitable relief upon Parent or any of its Affiliates (including, after the Effective Time, the Surviving Corporationdelayed), or (ii) that would result in the payment by Parent, the Company or any Subsidiary thereof of any amount in excess of the retention or deductible under any applicable insurance policy of the Company. Subject to applicable Law, other than with respect to any litigation where the Company is adverse to Parent, Parent will give the Company the reasonable opportunity, at the Company’s sole cost and expense, to participate, subject to a customary joint defense agreement, in (but not control) the defense or settlement of any action, claim, suit or proceeding against Parent or its directors or officers relating to the Merger and the transactions contemplated hereby. Prior to the consummation of the Merger, without the prior written consent of the Company, Parent shall not settle any action, claim, suit or proceeding related to the Merger and the transactions contemplated hereby unless such settlement provides a full and unconditional release for the Company and each officer and director of the Company party to such litigation. Each of the Company and Parent shall, and shall cause their respective Subsidiaries to, cooperate in the defense or settlement of any litigation contemplated by this Section 6.15. The parties acknowledge that this Section 6.15 in no way limits the parties’ obligations under Section 6.8.

Transaction Litigation. Subject to applicable Law, other than with respect to any litigation where Parent is adverse Prior to the Companyearlier of the Closing and the valid termination of this Agreement, the Company will give Parent the reasonable opportunity, at Parent’s sole cost and expense, to participate, subject to a customary joint defense agreement, in (but not control) shall control the defense of any action, claim, suit or proceeding litigation brought by stockholders of Parent against the Company or Parent and/or its officers and/or directors or officers relating to the Sale Process, this Agreement, the Merger and Agreement or the transactions contemplated herebyhereby or thereby (such litigation, “Transaction Litigation”); provided that Parent shall give Purchaser and no such New CommerceOne the opportunity to consult with Parent regarding the defense or settlement will be agreed of any Transaction Litigation. Purchaser, New CommerceOne and Parent shall promptly provide the other parties with copies of all proceedings and correspondence relating to any Transaction Litigation. Following the Closing, Purchaser shall control the defense of any Transaction Litigation; provided that Purchaser shall give New CommerceOne the opportunity to consult with Purchaser regarding the defense or offered settlement of any Transaction Litigation. None of Parent, New CommerceOne or Purchaser shall settle any Transaction Litigation without the prior written consent of Parent the other parties (such which consent shall not to be unreasonably withheld, conditioned or delayed); provided, that Parent shall not be obligated if, in connection with such settlement, (x) no equitable or injunctive relief is granted as part of such settlement and (y) to consent to any the extent such parties are named in such Transaction Litigation, such settlement (i) which does not include full includes an express, complete and unconditional release of New CommerceOne, Parent or Purchaser, as applicable, and its Affiliates or which imposes an injunction or other equitable relief upon Parent or any of its Affiliates (includingdirectors, after the Effective Timeofficers, the Surviving Corporation), or (ii) that would result in the payment by Parent, the Company or any Subsidiary thereof of any amount in excess of the retention or deductible under any applicable insurance policy of the Company. Subject to applicable Law, other than employees and agents with respect to any litigation where the Company is adverse to Parent, Parent will give the Company the reasonable opportunity, at the Company’s sole cost and expense, to participate, subject to a customary joint defense agreement, all claims asserted in (but not control) the defense or settlement of any action, claim, suit or proceeding against Parent or its directors or officers relating such Transaction Litigation to the Merger and the transactions contemplated hereby. Prior to the consummation of the Merger, without the prior written consent of the Company, Parent shall not settle any action, claim, suit or proceeding related to the Merger and the transactions contemplated hereby unless such settlement provides a full and unconditional release for the Company and each officer and director of the Company party to such litigationextent applicable). Each of the Company New CommerceOne, Parent and Parent Purchaser shall, and shall cause their respective Subsidiaries and their and their respective Subsidiaries’ Representatives to, cooperate in the defense or settlement of any litigation contemplated by this Section 6.15. The parties acknowledge that this Section 6.15 in no way limits the parties’ obligations under Section 6.86.18.

Transaction Litigation. Subject (a) In the event that any stockholder litigation related to applicable Lawthis Agreement or the Transactions is brought against the Company or any members of the Company Board from and following the date of this Agreement and prior to the Effective Time (such litigation, other than “Company Transaction Litigation”), the Company shall promptly notify Buyer of such Company Transaction Litigation and shall keep Buyer reasonably informed with respect to any litigation where Parent is adverse the status thereof (including by providing copies of all substantive pleadings with respect thereto). The Company shall give Buyer a reasonable opportunity to participate in the Company, the Company will give Parent the reasonable opportunity, defense or settlement (at ParentBuyer’s sole cost expense and expense, to participate, subject to a customary joint defense agreement, in (but not control) the defense of any action, claim, suit or proceeding against Company Transaction Litigation and shall consider in good faith Buyer’s advice with respect to such Company Transaction Litigation; provided that the Company or its directors or officers relating shall in any event control such defense and the disclosure of information to Buyer in connection therewith shall be subject to the Merger and provisions of Section 6.5; provided, further, that the transactions contemplated hereby, and no such settlement will be agreed Company shall not settle or agree to or offered settle any Company Transaction Litigation without the prior written consent of Parent Buyer (such which consent shall not to be unreasonably withheld, conditioned or delayed); provided, . (b) In the event that Parent shall not be obligated any stockholder litigation related to consent to any settlement (i) which does not include full release of Parent and its Affiliates this Agreement or which imposes an injunction or other equitable relief upon Parent the Transactions is brought against Buyer or any members of its Affiliates (including, after the Buyer Board from and following the date of this Agreement and prior to the Effective TimeTime (such litigation, the Surviving Corporation“Buyer Transaction Litigation”), or (ii) that would result in the payment by Parent, Buyer shall promptly notify the Company or any Subsidiary thereof of any amount in excess of such Buyer Transaction Litigation and shall keep the retention or deductible under any applicable insurance policy of the Company. Subject to applicable Law, other than Company reasonably informed with respect to any litigation where the Company is adverse to Parent, Parent will status thereof (including by providing copies of all substantive pleadings with respect thereto). Buyer shall give the Company a reasonable opportunity to participate in the reasonable opportunity, defense or settlement (at the Company’s sole cost expense and expense, to participate, subject to a customary joint defense agreement, in (but not control) the defense or settlement of any action, claim, suit or proceeding against Parent or its directors or officers relating Buyer Transaction Litigation and shall consider in good faith the Company’s advice with respect to such Buyer Transaction Litigation; provided that Buyer shall in any event control such defense and the disclosure of information to the Merger and the transactions contemplated hereby. Prior Company in connection therewith shall be subject to the consummation provisions of the MergerSection 6.5; provided, further that Buyer shall not settle or agree to settle any Buyer Transaction Litigation without the prior written consent of the Company, Parent Company (which consent shall not settle any actionbe unreasonably withheld, claim, suit conditioned or proceeding related to the Merger and the transactions contemplated hereby unless such settlement provides a full and unconditional release for the Company and each officer and director of the Company party to such litigation. Each of the Company and Parent shall, and shall cause their respective Subsidiaries to, cooperate in the defense or settlement of any litigation contemplated by this Section 6.15. The parties acknowledge that this Section 6.15 in no way limits the parties’ obligations under Section 6.8delayed).

Transaction Litigation. Subject (a) In the event that any stockholder litigation related to applicable Lawthis Agreement, the Merger or the other than Transactions is brought, or, to the Knowledge of the Company, threatened, against the Company or any members of the Company Board after the date hereof and prior to the Effective Time (“Company Transaction Litigation”), the Company shall promptly notify HR of any such Company Transaction Litigation and shall keep HR reasonably informed with respect to any litigation where Parent is adverse the status thereof. The Company shall give HR the opportunity to the Company, the Company will give Parent the reasonable opportunity, at Parent’s sole cost and expense, to participate, subject to a customary joint defense agreement, reasonably participate in (but not control) the defense of any action, claim, suit or proceeding against the Company or its directors or officers relating to the Merger and the transactions contemplated herebyTransaction Litigation, and no such settlement will be agreed shall not settle or agree to or offered settle any Company Transaction Litigation without the HR’s prior written consent of Parent (such which consent shall not to be unreasonably withheld, conditioned or delayed); provided, however, that Parent the disclosure of information in connection therewith shall not be obligated subject to consent the provisions of Section 6.05, including attorney-client privilege or other privilege or the work product doctrine; provided further that the Company and HR agree to provide access to any settlement (i) which such materials in such a way that does not include full release jeopardize the application of Parent and its Affiliates or which imposes an injunction or other equitable relief upon Parent the attorney-client privilege, attorney work product doctrine, or any other privilege. (b) In the event that any stockholder litigation related to this Agreement, the Merger or the other Transactions is brought, or, to the Knowledge of its Affiliates (includingHR, threatened, against HR or any members of the HR Board after the date hereof and prior to the Effective TimeTime (“HR Transaction Litigation” and, the Surviving Corporationtogether with Company Transaction Litigation, “Transaction Litigation”), or (ii) that would result in the payment by Parent, HR shall promptly notify the Company or any Subsidiary thereof of any amount in excess of such HR Transaction Litigation and shall keep the retention or deductible under any applicable insurance policy of the Company. Subject to applicable Law, other than Company reasonably informed with respect to any litigation where the Company is adverse to Parent, Parent will status thereof. HR shall give the Company the reasonable opportunityopportunity to reasonably participate in the defense of any HR Transaction Litigation, at and shall not settle or agree to settle any HR Transaction Litigation without the Company’s sole cost and expense, to participate, subject to a customary joint defense agreement, in (but not control) the defense or settlement of any action, claim, suit or proceeding against Parent or its directors or officers relating to the Merger and the transactions contemplated hereby. Prior to the consummation of the Merger, without the prior written consent of the Company, Parent (which consent shall not settle any action, claim, suit or proceeding related be unreasonably withheld); provided that the disclosure of information in connection therewith shall be subject to the Merger and provisions of Section 6.05, including attorney-client privilege or other privilege or the transactions contemplated hereby unless such settlement provides a full and unconditional release for work product doctrine; provided further that the Company and each officer and director HR agree to provide access to any such materials in such a way that does not jeopardize the application of the Company party to such litigation. Each of the Company and Parent shallattorney-client privilege, and shall cause their respective Subsidiaries toattorney work product doctrine, cooperate in the defense or settlement of any litigation contemplated by this Section 6.15. The parties acknowledge that this Section 6.15 in no way limits the parties’ obligations under Section 6.8other privilege.

Transaction Litigation. Subject (a) In the event that any litigation related to applicable Lawthis Agreement or the Transactions is brought, other than or, to Parent’s Knowledge, threatened, against Parent, any members of Parent’s Board or any party to the Parent Support Agreement (such litigation, “Parent Transaction Litigation”), Parent shall promptly notify the Company of such Parent Transaction Litigation and shall keep the Company reasonably informed with respect to any litigation where the status thereof. Parent is adverse shall give the Company a reasonable opportunity to participate in the defense or settlement (at the Company, the Company will give Parent the reasonable opportunity, at Parent’s sole cost expense and expense, to participate, subject to a customary joint defense agreement, in (but not control) the defense of any action, claim, suit or proceeding against Parent Transaction Litigation and shall consider in good faith the Company’s advice with respect to such Parent Transaction Litigation; provided that Parent shall in any event control such defense in its sole discretion and the disclosure of information to the Company or its directors or officers relating in connection therewith shall be subject to the Merger and the transactions contemplated herebyprovisions of Section 5.9; provided, and no such settlement will be agreed further, that Parent shall not settle or agree to or offered settle any Parent Transaction Litigation without the prior written consent of Parent the Company (such which consent shall not to be unreasonably withheld, conditioned or delayed); provided. (b) In the event that any litigation related to this Agreement or the Transactions is brought or to the Company’s Knowledge, that Parent shall not be obligated to consent to is threatened, against the Company, any settlement (i) which does not include full release members of Parent and its Affiliates or which imposes an injunction or other equitable relief upon Parent the Company’s Board or any party to a Support and Joinder Agreement from and following the date of its Affiliates (including, after this Agreement and prior to the Effective TimeTime (such litigation, the Surviving Corporation“Company Transaction Litigation”), or (ii) that would result in the payment by Parent, the Company or any Subsidiary thereof shall promptly notify Parent of any amount in excess of the retention or deductible under any applicable insurance policy of the Company. Subject to applicable Law, other than such Company Transaction Litigation and shall keep Parent reasonably informed with respect to any litigation where the status thereof. The Company is adverse shall give Parent a reasonable opportunity to participate in the defense or settlement (at Parent, Parent will give the Company the reasonable opportunity, at the Company’s sole cost expense and expense, to participate, subject to a customary joint defense agreement, in (but not control) the defense or settlement of any action, claim, suit or proceeding against Company Transaction Litigation and shall consider in good faith Parent’s advice with respect to such Company Transaction Litigation; provided that the Company shall in any event control such defense in its sole discretion and the disclosure of information to Parent or its directors or officers relating in connection therewith shall be subject to the Merger and provisions of Section 5.9; provided, further, that the transactions contemplated hereby. Prior Company shall not settle or agree to the consummation of the Merger, settle any Company Transaction Litigation without the prior written consent of the Company, Parent or (which consent shall not settle any actionbe unreasonably withheld, claim, suit conditioned or proceeding related to the Merger and the transactions contemplated hereby unless such settlement provides a full and unconditional release for the Company and each officer and director of the Company party to such litigation. Each of the Company and Parent shall, and shall cause their respective Subsidiaries to, cooperate in the defense or settlement of any litigation contemplated by this Section 6.15. The parties acknowledge that this Section 6.15 in no way limits the parties’ obligations under Section 6.8delayed).

Transaction Litigation. Subject to applicable Law, other than with respect to any litigation where Parent is adverse Prior to the CompanyEffective Time, the Company will give Parent the reasonable opportunity, at Parent’s sole cost and expense, to participate, subject to a customary joint defense agreement, in (but not control) the defense shall promptly notify Newco of any action, claim, suit all Legal Proceedings commenced or proceeding threatened against the Company or any of its Subsidiaries or Affiliates (including its officers and directors), 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. The Company shall (a) give Newco the opportunity to participate in the defense, settlement or prosecution of any Transaction Litigation; and (b) consult with Newco with respect to the defense, settlement and prosecution of any Transaction Litigation. 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. The Company shall not enter into any settlement agreement in respect of any stockholder litigation against the Company and/or its directors or officers relating to the Merger and or any of the other transactions contemplated hereby, and no such settlement will be agreed to or offered hereby without the Newco’s prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed); provided, that Parent shall not be obligated to consent to any settlement (i) which does not include full release of Parent and its Affiliates or which imposes an injunction or other equitable relief upon Parent or any of its Affiliates (including, after . Notwithstanding the Effective Time, the Surviving Corporation), or (ii) that would result in the payment by Parentabove, the Company or shall not need Newco’s consent to settle any Subsidiary thereof Transaction Litigation to the extent such Transaction Litigation is settled (1) solely for the payment of any amount in excess of monies which are recoverable from insurance policies available to the retention or deductible under any applicable insurance policy of the Company. Subject to applicable Law, Company (other than with respect to any litigation where the Company is adverse to Parent, Parent will give the Company the reasonable opportunity, at the Company’s sole cost deductibles or retention amounts applicable thereto) and expense, to participate, subject to a customary joint defense agreement, in (but not control2) the defense or settlement of any action, claim, suit or proceeding against Parent or its directors or officers relating to the Merger and the transactions contemplated hereby. Prior to the consummation of the Merger, without the prior written consent of the Company, Parent shall not settle any action, claim, suit or proceeding related to the Merger and the transactions contemplated hereby unless such settlement provides includes a full and unconditional release for of all liabilities arising out of such claim or action against the Company and each officer and director of the Company party to such litigation. Each of the Company and Parent shall, and shall cause their respective Subsidiaries to, cooperate in the defense or settlement of any litigation contemplated by this Section 6.15. The parties acknowledge that this Section 6.15 in no way limits the parties’ obligations under Section 6.8Newco Parties.

Transaction Litigation. Subject to applicable Law, other than with respect to any litigation where Parent is adverse (a) Prior to the CompanyEffective Time, the Company will give shall provide Parent the reasonable opportunity, at Parent’s sole cost and expense, to participate, subject to a customary joint defense agreement, in (but not control) the defense with prompt notice of any action, claim, suit shareholder litigation or proceeding claim against the Company or and/or its directors or officers relating to the Merger or the other transactions contemplated by this Agreement (“Company Transaction Litigation”) (including by providing copies of all pleadings with respect thereto). The Company shall control the defense, settlement (subject to the limitations in the following sentence) or prosecution of any Company Transaction Litigation and the transactions contemplated herebyCompany shall allow Parent to participate in and shall consult with Parent with respect to the defense, settlement and no prosecution of any Company Transaction Litigation and shall consider in good faith Parent’s advice with respect to such settlement will be agreed Company Transaction Litigation. The Company may not compromise, settle or come to an arrangement regarding, or offered offer or agree to compromise, settle or come to an arrangement regarding, any Company Transaction Litigation without the prior written consent of Parent (such which consent shall not to be unreasonably withheld, conditioned or delayed); provided, that Parent shall not be obligated to consent to however, if any settlement (i) which does not include full release of Parent and its Affiliates or which imposes an injunction or other equitable relief upon Parent or any of its Affiliates (including, Company Transaction Litigation continues after the Effective Time, the Surviving Corporation)Company’s pre-Effective Time directors and officers may continue to retain the same counsel engaged prior to the Effective Time with respect thereto. (b) Prior to the Effective Time, or (ii) that would result in the payment by Parent, Parent shall provide the Company or any Subsidiary thereof with prompt notice of any amount in excess of the retention stockholder litigation or deductible under any applicable insurance policy of the Company. Subject to applicable Law, other than with respect to any litigation where the Company is adverse to Parent, Parent will give the Company the reasonable opportunity, at the Company’s sole cost and expense, to participate, subject to a customary joint defense agreement, in (but not control) the defense or settlement of any action, claim, suit or proceeding claim against Parent or and/or its directors or officers relating to the Merger and or the other transactions contemplated herebyby this Agreement (“Parent Transaction Litigation”) (including by providing copies of all pleadings with respect thereto). Prior Parent shall control the defense, settlement (subject to the limitations in the following sentence) or prosecution of any Parent Transaction Litigation and Parent shall consult with the Company with respect to the defense, settlement and prosecution of any Parent Transaction Litigation and shall consider in good faith the Company’s advice with respect to such Parent Transaction Litigation. Parent may not compromise, settle or come to an arrangement regarding, or offer or agree to compromise, settle or come to an arrangement regarding, any Parent Transaction Litigation that would prevent or materially delay or impair the consummation of the Merger, Merger without the prior written consent of the Company, Parent Company (which consent shall not settle be unreasonably withheld, conditioned or delayed). If any actionlitigation or claim meets the definition of both Company Transaction Litigation and Parent Transaction Litigation, claimit shall be treated as Parent Transaction Litigation, suit or proceeding related to the Merger and the transactions contemplated hereby unless such settlement provides a full litigation or claim against Parent and/or its directors or officers is only with respect to aiding and unconditional release for the abetting or similar theories, in which case such litigation or claim shall be treated as Company and each officer and director of the Company party to such litigation. Each of the Company and Parent shall, and shall cause their respective Subsidiaries to, cooperate in the defense or settlement of any litigation contemplated by this Section 6.15. The parties acknowledge that this Section 6.15 in no way limits the parties’ obligations under Section 6.8Transaction Litigation.

Transaction Litigation. Subject During the Pre-Closing Period, the Company shall, as promptly as practicable, but in any event within two (2) business days after obtaining knowledge thereof, notify Parent of any Transaction Litigation (including by providing available copies of pleadings with respect thereto), and keep Parent reasonably informed with respect to applicable Lawthe status thereof. The Company shall control any Transaction Litigation; provided that the Company will: (a) give Parent the reasonable opportunity to participate in the defense, other than settlement, or prosecution of any Transaction Litigation; (b) reasonably consult with Parent with respect to the defense, settlement and prosecution of any Transaction Litigation; and (c) consider in good faith Parent’s advice with respect to any litigation where Transaction Litigation. The Company may not compromise, settle, or come to an arrangement regarding any Transaction Litigation unless Parent is adverse to the Company, the Company will give Parent the reasonable opportunity, at Parent’s sole cost and expense, to participate, subject to a customary joint defense agreement, has consented thereto in writing (but which consent shall not control) the defense of any action, claim, suit or proceeding against the Company or its directors or officers relating to the Merger and the transactions contemplated hereby, and no such settlement will be agreed to or offered without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned conditioned, or delayed); provided. For purposes of this Section 6.05, “participate” means that Parent shall will be kept reasonably apprised of proposed strategy and other significant decisions with respect to the Transaction Litigation by the Company (to the extent that, based on the advice of outside counsel, such participation would not be obligated to consent to any settlement (i) which does not include full release of Parent waive the attorney-client privilege between the Company and its Affiliates or which imposes an injunction or other equitable relief upon Parent or any of its Affiliates (including, after the Effective Time, the Surviving Corporation), or (ii) counsel; it being agreed that would result in the payment by Parent, the Company or any Subsidiary thereof of any amount in excess of the retention or deductible under any applicable insurance policy will notify Parent of the Company. Subject ’s determination that such participation would waive privilege, and thereafter the Company will cooperate with Parent and use commercially reasonable efforts to applicable Lawdevelop alternative methods of providing information to maintain Parent’s participation rights without any loss of privilege), other than and Parent may offer comments or suggestions with respect to such Transaction Litigation, but will not be afforded any litigation where decision-making power or other authority over such Transaction Litigation, except for the Company is adverse to Parentcompromise, Parent will give settlement or consent arrangement set forth above. For the Company avoidance of doubt, the reasonable opportunity, at the Company’s sole cost and expense, to participate, subject to a customary joint defense agreement, in (but not control) the defense or settlement provisions of any action, claim, suit or proceeding against Parent or its directors or officers relating to the Merger and the transactions contemplated hereby. Prior to the consummation of the Merger, without the prior written consent of the Company, Parent this Section 6.05 shall not settle any actionlimit, claim, suit affect or proceeding related to modify the Merger and the transactions contemplated hereby unless such settlement provides a full and unconditional release for the Company and each officer and director provisions of the Company party to such litigation. Each of the Company and Parent shall, and shall cause their respective Subsidiaries to, cooperate in the defense or settlement of any litigation contemplated by this Section 6.15. The parties acknowledge that this Section 6.15 in no way limits the parties’ obligations under Section 6.86.02.

Transaction Litigation. Subject Prior to applicable Lawthe Effective Time, the Company shall promptly notify Parent, and each of Parent and Merger Sub shall promptly notify the Company, of all (i) notices and other than communications received by it from any Governmental Entity in connection with the Merger or any other transaction contemplated by this Agreement or from any Person alleging that the consent of such Person is required in connection with the transactions contemplated by this Agreement, if the subject matter of such communication or the failure of such party to obtain such consent could be material to the Company, its Subsidiaries or Parent and (ii) civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings commenced or, to such Person’s knowledge, threatened against the Company, any of its Subsidiaries, the Company Board or any committee thereof, or against Parent or Merger Sub, 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 such other Party reasonably informed of any material developments with respect to the status thereof. The Company shall (a) give Parent the opportunity to participate in the defense, settlement or prosecution of any Transaction Litigation and (b) consult with Parent with respect to the defense, settlement and prosecution of any Transaction Litigation. The Company shall not offer to make or make any payment with respect to any litigation where Parent is adverse to the Company, the Company will give Parent the reasonable opportunity, at Parent’s sole cost and expense, to participate, subject to a customary joint defense agreement, in (but not control) the defense of Transaction Litigation or enter into any action, claim, suit settlement or proceeding against the Company or its directors or officers similar agreement relating to the Merger and the transactions contemplated hereby, and no such settlement will be agreed to or offered any Transaction Litigation without the prior written consent of Parent (such Parent, which consent shall not to be unreasonably withheld, conditioned or delayed); provided, delayed (it being understood that it would be unreasonable for Parent shall not be obligated to withhold or condition consent to any payment, settlement or other agreement in connection with any Transaction Litigation that only requires (ix) which the issuance of additional disclosure and/or (y) the payment of money in Table of Contents connection with such settlement in an amount that does not include full release of Parent and its Affiliates or which imposes an injunction or other equitable relief upon Parent or exceed any of its Affiliates (including, after the Effective Time, the Surviving Corporation), or (ii) insurance proceeds that would result in the payment by Parent, the Company or any Subsidiary thereof of any amount reasonably expects to receive (after consultation with the applicable insurer, in excess of the retention or deductible under any applicable insurance policy of the Company. Subject which counsel for Parent shall be permitted to applicable Law, other than participate) with respect to such claim and any deductible in respect thereof). Notwithstanding anything to the contrary in the foregoing, any litigation where the Company is adverse to Parent, Parent will give the Company the reasonable opportunity, at the Company’s sole cost and expense, to participate, subject to a customary joint defense agreement, in (but not control) the defense or settlement of any action, claim, suit or proceeding against Parent or its directors or officers relating to the Merger and the transactions contemplated hereby. Prior to the consummation of the Merger, without the prior written consent of the Company, Parent Dissenting Stockholders shall not settle any action, claim, suit or proceeding related to the Merger and the transactions contemplated hereby unless such settlement provides a full and unconditional release for the Company and each officer and director of the Company party to such litigation. Each of the Company and Parent shall, and shall cause their respective Subsidiaries to, cooperate in the defense or settlement of any litigation contemplated be governed by this Section 6.15. The parties acknowledge that this Section 6.15 in no way limits the parties’ obligations under Section 6.84.2(f).

Transaction Litigation. Subject to applicable Law, other than with respect to any litigation where Parent is adverse to the Company, the Company will give Parent the reasonable opportunity, at Parent’s sole cost and expense, to participate, subject to a customary joint defense agreement, Seller shall promptly notify Buyer in (but not control) the defense writing of any action, claimarbitration, suit audit, hearing, investigation, litigation, suit, subpoena or proceeding summons issued, commenced, brought, conducted or heard by or before, or otherwise involving, any third-party or Governmental Authority or arbitrator pending or, to the Knowledge of Seller, threatened against the Company Seller, its Subsidiaries or its any of their respective directors or officers relating to the Merger transactions contemplated by this Agreement, including the Sale (“Transaction Litigation”), Seller shall control the defense of any Transaction Litigation threatened against Seller or its Subsidiaries; provided, however, that Seller shall (a) give Buyer the right to review and comment on all material filings or responses to be made by Seller in connection with any such Transaction Litigation (and Seller shall in good faith take such comments into account), and the transactions contemplated herebyopportunity to participate in the defense and settlement of, any such Transaction Litigation and no (b) if Buyer does not exercise such settlement will be agreed right to participate (subject to Seller’s control right), keep Buyer reasonably and promptly informed with respect to the status of such Transaction Litigation. Seller agrees that it shall not settle, or offered offer to settle, any Transaction Litigation without the prior written consent of Parent Buyer (such consent not to be unreasonably withheld, conditioned or delayed); provided. In the event of a Transaction Litigation, that Parent Buyer shall not be obligated to consent to any settlement (i) which does not include full release of Parent indemnify and hold Seller and its Affiliates harmless as well as pay all legal fees, fines or which imposes an injunction settlement payments to Seller or other equitable relief upon Parent or any of its Affiliates (including, after associated with the Effective Time, the Surviving Corporation), or (ii) that would result in the payment by Parent, the Company or any Subsidiary thereof of any amount in excess of the retention or deductible under any applicable insurance policy of the CompanyTransaction Litigation. Subject to applicable Law, other than with respect to any litigation where the Company is adverse to Parent, Parent will give the Company the reasonable opportunity, at the Company’s sole cost and expense, to participate, subject to a customary joint defense agreement, in (but not control) the defense or settlement of any action, claim, suit or proceeding against Parent In no event Seller or its directors Affiliates shall be responsible for any Transaction Litigations fees or officers relating to the Merger and the transactions contemplated hereby. Prior to the consummation of the Merger, without the prior written consent of the Company, Parent shall not settle any action, claim, suit or proceeding related to the Merger and the transactions contemplated hereby unless such settlement provides a full and unconditional release for the Company and each officer and director of the Company party to such litigation. Each of the Company and Parent shall, and shall cause their respective Subsidiaries to, cooperate in the defense or settlement of any litigation contemplated by this Section 6.15. The parties acknowledge that this Section 6.15 in no way limits the parties’ obligations under Section 6.8payments.

Transaction Litigation. Subject (a) In the event that any stockholder litigation related to applicable Lawthis Agreement or the Transactions is brought against the Company or any members of the Company Board from and following the date of this Agreement and prior to the Effective Time (such litigation, other than “Company Transaction Litigation”), the Company shall promptly notify Buyer of such Company Transaction Litigation and shall keep Buyer reasonably informed with respect to any litigation where Parent is adverse the status thereof (including by providing copies of all substantive pleadings with respect thereto). The Company shall give Buyer a reasonable opportunity to participate in the Company, the Company will give Parent the reasonable opportunity, defense or settlement (at ParentBuyer’s sole cost expense and expense, to participate, subject to a customary joint defense agreement, in (but not control) the defense of any action, claim, suit Company Transaction Litigation (including by providing Buyer the opportunity to review and comment on all material filings or proceeding against responses to be made by the Company) and shall consider in good faith Buyer’s advice with respect to such Company Transaction Litigation; provided that the Company or its directors or officers relating shall in any event control such defense and the disclosure of information to Buyer in connection therewith shall be subject to the Merger and provisions of Section ‎6.5; provided, further, that the transactions contemplated hereby, and no such settlement will be agreed Company shall not settle or agree to or offered settle any Company Transaction Litigation without the prior written consent of Parent Buyer (such which consent shall not to be unreasonably withheld, conditioned or delayed); provided, . (b) In the event that Parent shall not be obligated any stockholder litigation related to consent to any settlement (i) which does not include full release of Parent and its Affiliates this Agreement or which imposes an injunction or other equitable relief upon Parent the Transactions is brought against Buyer or any members of its Affiliates (including, after the Buyer Board from and following the date of this Agreement and prior to the Effective TimeTime (such litigation, the Surviving Corporation“Buyer Transaction Litigation”), or (ii) that would result in the payment by Parent, Buyer shall promptly notify the Company or any Subsidiary thereof of any amount in excess of such Buyer Transaction Litigation and shall keep the retention or deductible under any applicable insurance policy of the Company. Subject to applicable Law, other than Company reasonably informed with respect to any litigation where the Company is adverse to Parent, Parent will status thereof (including by providing copies of all substantive pleadings with respect thereto). Buyer shall give the Company a reasonable opportunity to participate in the reasonable opportunity, defense or settlement (at the Company’s sole cost expense and expense, to participate, subject to a customary joint defense agreement, in (but not control) the defense or settlement of any action, claim, suit Buyer Transaction Litigation (including by providing the Company the opportunity to review and comment on all material filings or proceeding against Parent or its directors or officers relating responses to be made by Buyer) and shall consider in good faith the Company’s advice with respect to such Buyer Transaction Litigation; provided that Buyer shall in any event control such defense and the disclosure of information to the Merger and the transactions contemplated hereby. Prior Company in connection therewith shall be subject to the consummation provisions of the MergerSection ‎6.5; provided, further, that Buyer shall not settle or agree to settle any Buyer Transaction Litigation without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed). (c) Promptly, and in any event within one (1) Business Day of the execution of this Agreement, Buyer shall file a voluntary notice of dismissal with prejudice with respect to the lawsuit it filed in the Court of Chancery of the State of Delaware naming as defendants the Company, Parent shall not settle any action, claim, suit or proceeding related to the Merger and the transactions contemplated hereby unless such settlement provides a full and unconditional release for the Company Board and each officer and director of the Company party to such litigationits Chair Emeritus J▇▇▇ ▇. Each of the Company and Parent shall, and shall cause their respective Subsidiaries to, cooperate in the defense or settlement of any litigation contemplated by this Section 6.15. The parties acknowledge that this Section 6.15 in no way limits the parties’ obligations under Section 6.8.▇▇▇▇▇▇ (Paramount Skydance Corp.

Transaction Litigation. Subject Prior to applicable Lawthe Company Merger Effective Time, the Company and Parent shall promptly notify the other than Party of all notices and other communications received by the Company or its Subsidiaries or Parent, as applicable, from any Governmental Entity in connection with respect the Mergers or any other transaction contemplated by this Agreement or from any Person alleging that the consent of such Person is required in connection with the transactions contemplated by this Agreement, if the subject matter of such communication or the failure of such party to any litigation where Parent is adverse obtain such consent could be material to the Company, its Subsidiaries or Parent. Prior to the Company will give Merger Effective Time, the Company shall promptly notify Parent the reasonable opportunityof all civil, at Parent’s sole cost and expensecriminal or administrative actions, to participatesuits, subject to a customary joint defense agreementclaims, in (but not control) the defense of any actionhearings, claimarbitrations, suit investigations or proceeding other proceedings commenced or threatened against the Company or any of its directors Subsidiaries or officers the Company Board, or any committee thereof, in each case in connection with, arising from or otherwise relating to the Merger Mergers or any other transaction contemplated by this Agreement (“Transaction Litigation”) (including by providing copies of all pleadings with respect thereto) and thereafter keep Parent reasonably informed with respect to the transactions contemplated herebystatus thereof. The Company shall (a) give Parent the opportunity to participate in the defense, settlement or prosecution of any Transaction Litigation and (b) consult with Parent with respect to the defense, settlement and prosecution of any Transaction Litigation. For purposes of this Section 6.13, “participate” means that Parent will be kept reasonably apprised of proposed strategy and other significant decisions with respect to the Transaction Litigation by the Company (to the extent that the attorney-client privilege between the Company and its counsel is not undermined or otherwise affected), and Parent may offer comments or suggestions with respect to such Transaction Litigation which the Company shall consider in good faith, but Parent will not be afforded any decision making power or other authority over such Transaction Litigation; provided that no such settlement will shall be agreed to offered or offered entered into or payment made without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed); provided, that Parent shall not be obligated to consent to any settlement (i) which does not include full release of Parent and its Affiliates or which imposes an injunction or other equitable relief upon Parent or any of its Affiliates (including, after the Effective Time, the Surviving Corporation), or (ii) that would result in the payment by Parent, the Company or any Subsidiary thereof of any amount in excess of the retention or deductible under any applicable insurance policy of the Company. Subject to applicable Law, other than with respect to any litigation where the Company is adverse to Parent, Parent will give the Company the reasonable opportunity, at the Company’s sole cost and expense, to participate, subject to a customary joint defense agreement, in (but not control) the defense or settlement of any action, claim, suit or proceeding against Parent or its directors or officers relating to the Merger and the transactions contemplated hereby. Prior to the consummation of the Merger, without the prior written consent of the Company, Parent shall not settle any action, claim, suit or proceeding related to the Merger and the transactions contemplated hereby unless such settlement provides a full and unconditional release for the Company and each officer and director of the Company party to such litigation. Each of the Company and Parent shall, and shall cause their respective Subsidiaries to, cooperate in the defense or settlement of any litigation contemplated by this Section 6.15. The parties acknowledge that this Section 6.15 in no way limits the parties’ obligations under Section 6.8.

Transaction Litigation. Subject (a) In the event that any stockholder litigation related to applicable Lawthis Agreement or the Transactions is brought against the Company or any members of the Company Board from and following the date of this Agreement and prior to the Effective Time (such litigation, other than “Company Transaction Litigation”), the Company shall promptly notify Buyer of such Company Transaction Litigation and shall keep Buyer reasonably informed with respect to any litigation where Parent is adverse the status thereof (including by providing copies of all substantive pleadings with respect thereto). The Company shall give Buyer a reasonable opportunity to participate in the Company, the Company will give Parent the reasonable opportunity, defense or settlement (at ParentBuyer’s sole cost expense and expense, to participate, subject to a customary joint defense agreement, in (but not control) the defense of any action, claim, suit Company Transaction Litigation (including by providing Buyer the opportunity to review and comment on all material filings or proceeding against responses to be made by the Company) and shall consider in good faith Buyer’s advice with respect to such Company Transaction Litigation; provided that the Company or its directors or officers relating shall in any event control such defense and the disclosure of information to Buyer in connection therewith shall be subject to the Merger and provisions of Section 6.5; provided, further, that the transactions contemplated hereby, and no such settlement will be agreed Company shall not settle or agree to or offered settle any Company Transaction Litigation without the prior written consent of Parent Buyer (such which consent shall not to be unreasonably withheld, conditioned or delayed); provided, . (b) In the event that Parent shall not be obligated any stockholder litigation related to consent to any settlement (i) which does not include full release of Parent and its Affiliates this Agreement or which imposes an injunction or other equitable relief upon Parent the Transactions is brought against Buyer or any members of its Affiliates (including, after the Buyer Board from and following the date of this Agreement and prior to the Effective TimeTime (such litigation, the Surviving Corporation“Buyer Transaction Litigation”), or (ii) that would result in the payment by Parent, Buyer shall promptly notify the Company or any Subsidiary thereof of any amount in excess of such Buyer Transaction Litigation and shall keep the retention or deductible under any applicable insurance policy of the Company. Subject to applicable Law, other than Company reasonably informed with respect to any litigation where the Company is adverse to Parent, Parent will status thereof (including by providing copies of all substantive pleadings with respect thereto). Buyer shall give the Company a reasonable opportunity to participate in the reasonable opportunity, defense or settlement (at the Company’s sole cost expense and expense, to participate, subject to a customary joint defense agreement, in (but not control) the defense or settlement of any action, claim, suit Buyer Transaction Litigation (including by providing the Company the opportunity to review and comment on all material filings or proceeding against Parent or its directors or officers relating responses to be made by Buyer) and shall consider in good faith the Company’s advice with respect to such Buyer Transaction Litigation; provided that Buyer shall in any event control such defense and the disclosure of information to the Merger and the transactions contemplated hereby. Prior Company in connection therewith shall be subject to the consummation provisions of the MergerSection 6.5; provided, further, that Buyer shall not settle or agree to settle any Buyer Transaction Litigation without the prior written consent of the Company, Parent Company (which consent shall not settle be unreasonably withheld, conditioned or delayed). (c) Promptly, and in any action, claim, suit or proceeding related to the Merger and the transactions contemplated hereby unless such settlement provides a full and unconditional release for the Company and each officer and director event within one (1) Business Day of the Company party to such litigation. Each of the Company and Parent shall, and shall cause their respective Subsidiaries to, cooperate in the defense or settlement of any litigation contemplated by this Section 6.15. The parties acknowledge that this Section 6.15 in no way limits the parties’ obligations under Section 6.8.execution

Transaction Litigation. Subject Prior to applicable Lawthe Effective Time, the Company shall promptly notify Parent, and each of Parent and Merger Sub shall promptly notify the Company, of all (i) notices and other than communications received by it from any Governmental Entity in connection with the Merger or any other transaction contemplated by this Agreement or from any Person alleging that the consent of such Person is required in connection with the transactions contemplated by this Agreement, if the subject matter of such communication or the failure of such party to obtain such consent could be material to the Company, its Subsidiaries or Parent and (ii) civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings commenced or, to such Person's knowledge, threatened against the Company, any of its Subsidiaries, the Company Board or any committee thereof, or against Parent or Merger Sub, 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 such other Party reasonably informed of any material developments with respect to the status thereof. The Company shall (a) give Parent the opportunity to participate in the defense, settlement or prosecution of any Transaction Litigation and (b) consult with Parent with respect to the defense, settlement and prosecution of any Transaction Litigation. The Company shall not offer to make or make any payment with respect to any litigation where Parent is adverse to the Company, the Company will give Parent the reasonable opportunity, at Parent’s sole cost and expense, to participate, subject to a customary joint defense agreement, in (but not control) the defense of Transaction Litigation or enter into any action, claim, suit settlement or proceeding against the Company or its directors or officers similar agreement relating to the Merger and the transactions contemplated hereby, and no such settlement will be agreed to or offered any Transaction Litigation without the prior written consent of Parent (such Parent, which consent shall not to be unreasonably withheld, conditioned or delayed); provided, delayed (it being understood that it would be unreasonable for Parent shall not be obligated to withhold or condition consent to any payment, settlement or other agreement in connection with any Transaction Litigation that only requires (ix) which the issuance of additional disclosure and/or (y) the payment of money in connection with such settlement in an amount that does not include full release of Parent and its Affiliates or which imposes an injunction or other equitable relief upon Parent or exceed any of its Affiliates (including, after the Effective Time, the Surviving Corporation), or (ii) insurance proceeds that would result in the payment by Parent, the Company or any Subsidiary thereof of any amount reasonably expects to receive (after consultation with the applicable insurer, in excess of the retention or deductible under any applicable insurance policy of the Company. Subject which counsel for Parent shall be permitted to applicable Law, other than participate) with respect to such claim and any deductible in respect thereof). Notwithstanding anything to the contrary in the foregoing, any litigation where the Company is adverse to Parent, Parent will give the Company the reasonable opportunity, at the Company’s sole cost and expense, to participate, subject to a customary joint defense agreement, in (but not control) the defense or settlement of any action, claim, suit or proceeding against Parent or its directors or officers relating to the Merger and the transactions contemplated hereby. Prior to the consummation of the Merger, without the prior written consent of the Company, Parent Dissenting Stockholders shall not settle any action, claim, suit or proceeding related to the Merger and the transactions contemplated hereby unless such settlement provides a full and unconditional release for the Company and each officer and director of the Company party to such litigation. Each of the Company and Parent shall, and shall cause their respective Subsidiaries to, cooperate in the defense or settlement of any litigation contemplated be governed by this Section 6.15. The parties acknowledge that this Section 6.15 in no way limits the parties’ obligations under Section 6.84.2(f).

Transaction Litigation. Subject to applicable Lawthe last sentence of this Section 8.07, each of the Company and Parent shall promptly notify the other than of any stockholder or shareholder demands, litigations, arbitrations or other 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 or any of the transactions contemplated hereby or any matters relating thereto (collectively, “Transaction Litigation”) and shall keep the other party informed regarding any Transaction Litigation (including by promptly furnishing to the other party and 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 the defense or settlement 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, shall consider in good faith the other party’s advice with respect to any litigation where Parent is adverse such Transaction Litigation and shall give the other party the opportunity to participate (at the Company, the Company will give Parent the reasonable opportunity, at Parentother party’s sole cost and expense, to participate, subject to a customary joint defense agreement, ) in (but not control) the defense and settlement of such Transaction Litigation. Prior to the First Effective Time, other than with respect to any Transaction Litigation where the parties are adverse to each other or in the context of any actionTransaction Litigation related to or arising out of a Company Acquisition Proposal or a Parent Acquisition Proposal, claim, suit or proceeding against neither the Company nor any of its Subsidiaries shall settle or its directors or officers relating offer to the Merger and the transactions contemplated hereby, and no such settlement will be agreed to or offered settle any Transaction Litigation without the prior written consent of Parent (such which consent shall not to be unreasonably withheld, conditioned or delayed); provided. Notwithstanding anything to the contrary in this Section 8.07, that Parent shall not be obligated to consent to any settlement (ia) which does not include full release of Parent and its Affiliates or which imposes an injunction or other equitable relief upon Parent or any of its Affiliates (including, after the Effective Time, the Surviving Corporation), or (ii) that would result in the payment by Parent, the Company or any Subsidiary thereof event of any amount conflict with any other covenant or agreement contained in excess Section 8.02 that expressly addresses the subject matter of the retention or deductible under any applicable insurance policy of the Company. Subject to applicable Law, other than with respect to any litigation where the Company is adverse to Parent, Parent will give the Company the reasonable opportunity, at the Company’s sole cost and expense, to participate, subject to a customary joint defense agreement, in (but not control) the defense or settlement of any action, claim, suit or proceeding against Parent or its directors or officers relating to the Merger and the transactions contemplated hereby. Prior to the consummation of the Merger, without the prior written consent of the Company, Parent shall not settle any action, claim, suit or proceeding related to the Merger and the transactions contemplated hereby unless such settlement provides a full and unconditional release for the Company and each officer and director of the Company party to such litigation. Each of the Company and Parent shall, and shall cause their respective Subsidiaries to, cooperate in the defense or settlement of any litigation contemplated by this Section 6.15. The parties acknowledge that this Section 6.15 in no way limits the parties’ obligations under Section 6.8.Section

Transaction Litigation. Subject In the event that any stockholder litigation related to applicable Lawthis Agreement, other than with respect to any litigation where Parent is adverse to the Merger or the transactions contemplated by this Agreement or alternative transactions contemplated by the Company, the Company will give Parent Board or the reasonable opportunity, at Parent’s sole cost and expense, to participate, subject to a customary joint defense agreement, in (but not control) the defense of any action, claim, suit or proceeding Special Committee is brought against the Company or its directors any Indemnified Party or officers relating other Representatives from and following the date of this Agreement and prior to the Merger Effective Time (such litigation, other than any Proceeding in connection with, arising out of or otherwise related to a demand for appraisal under Section 262 of the DGCL, which shall be governed by Section 4.2(f), “Transaction Litigation”), (a) the Company shall promptly notify Authentic thereof (and, in any event within two Business Days of becoming aware thereof) and keep Authentic reasonably informed with respect to the transactions contemplated herebystatus thereof, (b) the Company shall give Authentic a reasonable opportunity to participate in the defense (at its sole cost and subject to a joint defense agreement) of any Transaction Litigation; provided that the Company shall direct and control such defense, and no Authentic shall not direct or control such defense, (c) the Company and Authentic shall timely and mutually consult with each other with respect to the defense or settlement will be agreed of any Transaction Litigation, (d) the Company and Authentic shall mutually consider in good faith each other party’s advice and recommendations with respect to such Transaction Litigation, in each case only to the extent that attorney-client privilege between each party and its counsel is not jeopardized, and (e) the Company shall not settle or offered agree to settle any Transaction Litigation without the prior written consent of Authentic. After the Effective Time, none of Authentic, Parent or the Surviving Corporation (or any of their respective Affiliates) shall settle any Transaction Litigation that includes an admission of liability or wrongdoing on the part of, or imposes any monetary or non-monetary remedy or relief against, any of the Indemnified Parties without such Indemnified Party’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed); provided) and such Indemnified Parties shall, that Parent shall not be obligated to consent to any settlement (i) which does not include full release of Parent from and its Affiliates or which imposes an injunction or other equitable relief upon Parent or any of its Affiliates (including, after the Effective Time, the Surviving Corporation), or (ii) that would result in the payment by Parent, the Company or any Subsidiary thereof be third-party beneficiaries of any amount in excess of the retention or deductible under any applicable insurance policy of the Company. Subject to applicable Law, other than with respect to any litigation where the Company is adverse to Parent, Parent will give the Company the reasonable opportunity, at the Company’s sole cost and expense, to participate, subject to a customary joint defense agreement, in (but not control) the defense or settlement of any action, claim, suit or proceeding against Parent or its directors or officers relating to the Merger and the transactions contemplated hereby. Prior to the consummation of the Merger, without the prior written consent of the Company, Parent shall not settle any action, claim, suit or proceeding related to the Merger and the transactions contemplated hereby unless such settlement provides a full and unconditional release for the Company and each officer and director of the Company party to such litigation. Each of the Company and Parent shall, and shall cause their respective Subsidiaries to, cooperate in the defense or settlement of any litigation contemplated by this Section 6.15. The parties acknowledge that this Section 6.15 in no way limits the parties’ obligations under Section 6.8sentence.

Transaction Litigation. Subject Prior to applicable Lawthe Effective Time, other than with respect to any litigation where Parent is adverse shall give prompt written notice to the Company, and the Company will shall give Parent the reasonable opportunityprompt written notice to Parent, at Parent’s sole cost and expense, to participate, subject to a customary joint defense agreement, in (but not control) the defense of any actionshareholder demands, claimlitigations, suit arbitrations or proceeding other similar claims, actions, suits or proceedings (including derivative claims) commenced or, threatened in writing against the Company it, its Subsidiaries and/or its or its Subsidiaries’ respective directors or officers relating to this Agreement or any of the Merger Transactions (collectively, “Transaction Litigation”) of which Parent or the Company, as applicable, obtains Knowledge and shall keep the transactions contemplated hereby, and no such settlement will be agreed to or offered without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed); provided, that Parent shall not be obligated to consent to other party reasonably informed regarding any settlement (i) which does not include full release Transaction Litigation. Each of Parent and its Affiliates or which imposes an injunction or the Company shall keep the other equitable relief upon Parent or party reasonably informed on a prompt basis regarding any of its Affiliates (including, after the Effective Time, the Surviving Corporation), or (ii) that would result in the payment by Parent, Transaction Litigation and shall promptly furnish the Company or any Subsidiary thereof of any amount in excess of the retention or deductible under any applicable insurance policy of the Company. Subject to applicable Law, other than with respect to any litigation where the Company is adverse to Parent, Parent will give the Company the reasonable opportunityas applicable, at the Company’s sole cost and expense, to participate, subject to a customary joint defense agreement, in (but not control) the defense with copies of communications received or settlement of any action, claim, suit sent or proceeding against Parent or its directors or officers relating to the Merger and the transactions contemplated hereby. Prior to the consummation of the Merger, without the prior written consent of the Company, Parent shall not settle any action, claim, suit or proceeding related to the Merger and the transactions contemplated hereby unless such settlement provides a full and unconditional release for the Company and each officer and director of the Company party to such litigationdocuments filed. Each of the Company and Parent shall, and shall cause their respective Subsidiaries to, (a) reasonably cooperate with the other in the defense or settlement of any litigation contemplated Transaction Litigation, (b) give the other party the opportunity to consult with it regarding the defense and settlement (including strategy and all decisions with respect thereto) of such Transaction Litigation (including by allowing the other party to (at the other party’s expense) offer comments or suggestions with respect to any communications, filings, pleadings, submissions and responses relating to such Transaction Litigation, which the receiving party shall consider and implement in good faith prior to submission), and will use reasonable best efforts to appeal any adverse Judgment entered with respect to Transaction Litigation if reasonably requested by ▇▇▇▇▇▇ and (c) give the other party the opportunity to participate (at the other party’s expense) in the defense and settlement of such Transaction Litigation (including by giving Parent the opportunity to attend and participate in any external meetings (whether in-person or otherwise), telephone or video calls or other conferences). Notwithstanding the foregoing, (x) this Section 6.15. The 5.11 shall not apply or be interpreted or deemed to apply to any Transaction Litigation in which the parties acknowledge that are against each other or in the context of any Transaction Litigation related to or arising out of a Takeover Proposal and (y) no provision of this Section 6.15 5.11 shall require or be interpreted or deemed to require either Parent or the Company, as applicable, to waive any applicable privileges, protections or immunities as to them (provided that in no the event of any information being withheld as a result thereof, the Company or Parent, as applicable, shall, to the extent that it would not jeopardize any such privilege, protection or immunity, inform the other party of the general nature of any information being withheld and use its reasonable best efforts to communicate, to the extent feasible, the applicable information in a way limits that would not risk waiver of any applicable privileges, protections or immunities). Notwithstanding anything to the parties’ obligations under contrary in this Section 6.85.11, in the event of any conflict with any other covenant or agreement contained in Section 5.03 that expressly addresses the subject matter of this Section 5.11, Section 5.03 shall govern and control.

Transaction Litigation. Subject The Partnership Entities and Holdings will give the Parent Entities prompt notice of any Proceeding commenced or, to applicable Lawthe Knowledge of the Partnership Entities, other than threatened, against any of them or their respective directors, officers, managers, partners or Affiliates relating to this Agreement or the Transactions (collectively, “Transaction Litigation”) and shall keep the Parent Entities reasonably informed with respect to the status thereof (including by promptly furnishing to Parent and its Representatives such information relating to such Proceeding as may be reasonably requested). The Partnership Entities and Holdings shall reasonably consult with the Parent Entities regarding the defense or settlement of any litigation where Parent is adverse Transaction Litigation and shall not compromise, settle, come to an arrangement regarding or agree to compromise, settle or come to an arrangement regarding any Transaction Litigation or consent to the Companysame, the Company will give Parent the reasonable opportunity, at Parent’s sole cost and expense, to participate, subject to a customary joint defense agreement, in (but not control) the defense of any action, claim, suit or proceeding against the Company or its directors or officers relating to the Merger and the transactions contemplated hereby, and no such settlement will be agreed to or offered without the prior written consent of Parent (such which consent shall not to be unreasonably withheld, conditioned or delayed); providedprovided that the Partnership Entities and Holdings may at any time, that Parent shall not be obligated without Parent’s consent, settle such Transaction Litigation pursuant to consent to any settlement 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 include full release disparage the Parent Entities, the Partnership Entities, any of Parent and its their respective Affiliates or which imposes an injunction or other equitable relief upon Parent or any of its Affiliates (including, after the Effective Time, the Surviving Corporation), or (ii) that would result in the payment by Parent, the Company or any Subsidiary thereof of any amount in excess of the retention or deductible under any applicable insurance policy of the Company. Subject to applicable Law, other than with respect to any litigation where the Company is adverse to Parent, Parent will give the Company the reasonable opportunity, at the Company’s sole cost and expense, to participate, subject to a customary joint defense agreement, in (but not control) the defense or settlement of any action, claim, suit or proceeding against Parent or its directors or officers relating to the Merger and the transactions contemplated hereby. Prior to the consummation of the Merger, without the prior written consent of the Company, Parent shall not settle any action, claim, suit or proceeding related to the Merger and the transactions contemplated hereby unless such settlement provides a full and unconditional release for the Company and each officer and director of the Company party to such litigation. Each of the Company and Parent shall, and shall cause their respective Subsidiaries to, cooperate in the defense or settlement of any litigation contemplated by this Section 6.15. The parties acknowledge that this Section 6.15 in no way limits the parties’ obligations under Section 6.8businesses.

Transaction Litigation. Subject Prior to applicable Law, other than with respect to any litigation where Parent is adverse to the Company, the Company will give Parent the reasonable opportunity, at Parent’s sole cost and expense, to participate, subject to a customary joint defense agreement, in (but not control) the defense of any action, claim, suit or proceeding against the Company or its directors or officers relating to the Merger and the transactions contemplated hereby, and no such settlement will be agreed to or offered without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed); provided, that Parent shall not be obligated to consent to any settlement (i) which does not include full release of Parent and its Affiliates or which imposes an injunction or other equitable relief upon Parent or any of its Affiliates (including, after the Effective Time, the Surviving Corporation)Company shall promptly notify Parent of all (i) notices and other communications received by the Company or its Subsidiaries from any Governmental Entity in connection with the Merger or any other transaction contemplated by this Agreement or from any Person alleging that the consent of such Person is required in connection with the transactions contemplated by this Agreement, if the subject matter of such communication or the failure of such party to obtain such consent could be material to the Company, its Subsidiaries or Parent and (ii) that would result in the payment by Parentcivil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings commenced or threatened against the Company or any Subsidiary thereof of any amount in excess of the retention its Subsidiaries or deductible under any applicable insurance policy of the Company. Subject to applicable Law, other than with respect to any litigation where the Company is adverse to ParentBoard, Parent will give the Company the reasonable opportunity, at the Company’s sole cost and expense, to participate, subject to a customary joint defense agreementor any committee thereof, in (but not control) the defense each case in connection with, arising from or settlement of any action, claim, suit or proceeding against Parent or its directors or officers 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 the transactions contemplated hereby. Prior thereafter keep Parent reasonably informed with respect to the consummation status thereof. The Company shall (a) give Parent the opportunity to participate in the defense, settlement or prosecution of the Merger, without the prior written consent of the Company, any Transaction Litigation and (b) consult with Parent shall not settle any action, claim, suit or proceeding related with respect to the Merger defense, settlement and prosecution of any Transaction Litigation. For purposes of this Section 6.15, “participate” means that Parent will be kept reasonably apprised of proposed strategy and other significant decisions with respect to the transactions contemplated hereby unless such settlement provides a full and unconditional release for Transaction Litigation by the Company (to the extent that the attorney-client privilege between the Company and each officer its counsel is not undermined or otherwise affected), and director of Parent may offer comments or suggestions with respect to such Transaction Litigation which the Company party shall consider in good faith, but Parent will not be afforded any decision making power or other authority over such Transaction Litigation; provided, that no settlement shall be offered or entered into or payment made without the consent of Parent (not to such litigationbe unreasonably withheld or delayed). Each of Notwithstanding anything to the Company and Parent shall, and shall cause their respective Subsidiaries to, cooperate contrary in the defense or settlement of foregoing, any litigation contemplated relating to Dissenting Stockholders shall be governed by this Section 6.15. The parties acknowledge that this Section 6.15 in no way limits the parties’ obligations under Section 6.84.2(f).

Transaction Litigation. Subject to applicable Lawlaw, other than with respect to any litigation where Parent is adverse to the Company, the Company will give Parent the reasonable opportunity, at Parent’s sole cost and expense, to participate, subject to a customary joint defense agreement, in (but not control) the defense of any action, claim, suit or proceeding against the Company or its directors or officers relating to the Offer, the Merger and or the transactions contemplated herebyother Transactions, and no such settlement will be agreed to or offered without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed); provided, that Parent shall not be obligated to consent to any settlement (i) which does not include full release of Parent and its Affiliates or which imposes an injunction or other equitable relief upon Parent or any of its Affiliates (including, after the Effective Time, the Surviving Corporation), or (ii) that would result in the payment by Parent, the Company or any Subsidiary thereof of any amount in excess of the retention or deductible under any applicable insurance policy of the Company. Subject to applicable Lawlaw, other than with respect to any litigation where the Company is adverse to Parent, Parent will give the Company the reasonable opportunity, at the Company’s sole cost and expense, to participate, subject to a customary joint defense agreement, in (but not control) the defense or settlement of any action, claim, suit or proceeding against Parent or its directors or officers relating to the Offer, the Merger and or the transactions contemplated herebyother Transactions. Prior to the consummation of the Merger, without the prior written consent of the Company, Parent shall not settle any action, claim, suit or proceeding related to the Offer, the Merger and or the transactions contemplated hereby other Transactions unless such settlement provides a full and unconditional release for the Company and each officer and director of the Company party to such litigation. The Company shall not settle or make an offer to settle any litigation against the Company or any director by any stockholder relating to this Agreement or the Merger, without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed); provided, that Parent shall not be obligated to consent to any settlement (i) which does not include full release of Parent and its Affiliates or which imposes an injunction or other equitable relief upon Parent or any of its Affiliates (including, after the Effective Time, the Surviving Corporation), or (ii) that would result in the payment by Parent, the Company or any Subsidiary thereof of any amount in excess of the retention or deductible under any applicable insurance policy of the Company. Each of the Company and Parent shall, and shall cause their respective Subsidiaries to, cooperate in the defense or settlement of any litigation contemplated by this Section 6.157.12. The parties acknowledge that this Section 6.15 7.12 in no way limits the parties’ obligations under Section 6.87.5(a).

Transaction Litigation. Subject The Company shall promptly (and in any event, within two (2) Business Days) notify Bidco in writing of any shareholder demands or Actions (including derivative claims) commenced against any member of the Company Group and/or their respective directors or officers relating to applicable Lawany Scheme Documentation or the Transaction (collectively, other than “Transaction Litigation”) and shall keep Bidco informed on a reasonably current basis regarding any Transaction Litigation, including with respect to any litigation where Parent is adverse proposed strategy or significant decisions related thereto (including by promptly furnishing to Bidco and its Representatives such information relating to such Transaction Litigation as may reasonably be requested by Bidco and that would not reasonably be expected to result in the waiver of attorney client or other applicable legal privilege); provided, that the Company shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to provide an alternative means of disclosing or providing such information to the Companymaximum extent that does not result in a loss of such legal privilege and in the event that the Company or any of its Subsidiaries does not provide access or information in reliance on this clause, the Company will shall provide notice to Bidco that information is being withheld. Other than to the extent such Transaction Litigation relates to an Acquisition Proposal in respect of which the Company determines the Company and Bidco have adverse interests, the Company shall (i) give Parent Bidco the reasonable opportunityopportunity to consult with it regarding the defense and settlement of any Transaction Litigation, (ii) give Bidco the opportunity to review and comment on filings and responses related to any Transaction Litigation and consider in good faith Bidco’s comments, (iii) consider in good faith Bidco’s advice with respect to such Transaction Litigation and (iv) give Bidco the opportunity to participate (at ParentBidco’s sole cost and expense, to participate, subject to a customary joint defense agreement, ) in (but not control) the defense and settlement of any actionsuch Transaction Litigation. Prior to the Effective Time, claim, suit or proceeding against no member of the Company Group shall settle or its directors or officers relating offer to the Merger and the transactions contemplated hereby, and no such settlement will be agreed to or offered settle any Transaction Litigation without the prior written consent of Parent Bidco (such which consent shall not to be unreasonably withheld, conditioned or delayed); provided, that Parent shall not be obligated to consent to any settlement (i) which does not include full release of Parent and its Affiliates or which imposes an injunction or other equitable relief upon Parent or any of its Affiliates (including, after the Effective Time, the Surviving Corporation), or (ii) that would result in the payment by Parent, the Company or any Subsidiary thereof of any amount in excess of the retention or deductible under any applicable insurance policy of the Company. Subject to applicable Law, other than with respect to any litigation where the Company is adverse to Parent, Parent will give the Company the reasonable opportunity, at the Company’s sole cost and expense, to participate, subject to a customary joint defense agreement, in (but not control) the defense or settlement of any action, claim, suit or proceeding against Parent or its directors or officers relating to the Merger and the transactions contemplated hereby. Prior to the consummation of the Merger, without the prior written consent of the Company, Parent shall not settle any action, claim, suit or proceeding related to the Merger and the transactions contemplated hereby unless such settlement provides a full and unconditional release for the Company and each officer and director of the Company party to such litigation. Each of the Company and Parent shall, and shall cause their respective Subsidiaries to, cooperate in the defense or settlement of any litigation contemplated by this Section 6.15. The parties acknowledge that this Section 6.15 in no way limits the parties’ obligations under Section 6.8.

Transaction Litigation. Subject (a) In the event that any litigation related to applicable Lawthis Agreement or the Transactions is brought, other than or, to RMT Partner’s Knowledge, threatened, against RMT Partner, any members of the RMT Partner Board from and following the date of this Agreement (such litigation, “RMT Partner Transaction Litigation”), RMT Partner shall promptly notify Remainco of such RMT Partner Transaction Litigation and shall keep Remainco reasonably informed with respect to any litigation where Parent is adverse the status thereof. RMT Partner shall give Remainco a reasonable opportunity to participate in the Company, the Company will give Parent the reasonable opportunity, defense or settlement (at ParentRemainco’s sole cost expense and expense, to participate, subject to a customary joint defense agreement, in (but not control) the defense of any action, claim, suit or proceeding against RMT Partner Transaction Litigation and shall consider in good faith Remainco’s advice with respect to such RMT Partner Transaction Litigation; provided that RMT Partner shall in any event control such defense in its sole discretion and the Company or its directors or officers relating disclosure of information to Remainco in connection therewith shall be subject to the Merger and the transactions contemplated herebyprovisions of Section 8.10; provided further, and no such settlement will be agreed that RMT Partner shall not settle or agree to or offered settle any RMT Partner Transaction Litigation without the prior written consent of Parent Remainco (such which consent shall not to be unreasonably withheld, conditioned or delayed); provided. (b) In the event that any litigation related to this Agreement or the Transactions is brought or to Remainco’s Knowledge, that Parent shall not be obligated to consent to any settlement (i) which does not include full release of Parent and its Affiliates or which imposes an injunction or other equitable relief upon Parent is threatened, against Remainco or any members of its Affiliates the Remainco Board from and following the date of this Agreement and prior to the First Effective Time for which a Spinco Entity is liable (includingsuch litigation, after the Effective Time, the Surviving Corporation“Spinco Transaction Litigation”), or (ii) that would result in the payment by Parent, the Company or any Subsidiary thereof Remainco shall promptly notify RMT Partner of any amount in excess of the retention or deductible under any applicable insurance policy of the Company. Subject to applicable Law, other than such Spinco Transaction Litigation and shall keep RMT Partner reasonably informed with respect to any litigation where the Company is adverse status thereof. Remainco shall give RMT Partner a reasonable opportunity to Parent, Parent will give participate in the Company the reasonable opportunity, defense or settlement (at the CompanyRMT Partner’s sole cost expense and expense, to participate, subject to a customary joint defense agreement, in (but not control) the defense or settlement of any action, claim, suit or proceeding against Parent or Spinco Transaction Litigation and shall consider in good faith RMT Partner’s advice with respect to such Spinco Transaction Litigation; provided that Remainco shall in any event control such defense in its directors or officers relating sole discretion and the disclosure of information to RMT Partner in connection therewith shall be subject to the Merger and the transactions contemplated hereby. Prior provisions of Section 8.10; provided further, that Remainco shall not settle or agree to the consummation of the Merger, settle any Spinco Transaction Litigation without the prior written consent of the Company, Parent RMT Partner (which consent shall not settle any actionbe unreasonably withheld, claim, suit conditioned or proceeding related to the Merger and the transactions contemplated hereby unless such settlement provides a full and unconditional release for the Company and each officer and director of the Company party to such litigation. Each of the Company and Parent shall, and shall cause their respective Subsidiaries to, cooperate in the defense or settlement of any litigation contemplated by this Section 6.15. The parties acknowledge that this Section 6.15 in no way limits the parties’ obligations under Section 6.8delayed).

Transaction Litigation. Subject to applicable Law, other than with respect to any litigation where Parent is adverse Prior to the CompanyEffective Time, the Company will give Parent the reasonable opportunity, at Parent’s sole cost and expense, to participate, subject to a customary joint defense agreement, in (but not control) the defense shall promptly notify Newco of any action, claim, suit all Legal Proceedings commenced or proceeding threatened against the Company or any of its directors Subsidiaries or officers 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 transactions contemplated herebystatus 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 no such Newco, Merger Sub, Guarantor, the Financing Sources or their respective Affiliates, on the other hand, relating to this Agreement. The Company shall (a) give Newco the opportunity to participate in the defense, settlement or prosecution of any Transaction Litigation and (b) consult with Newco with respect to the 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 will be agreed to or offered without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed); provided. For purposes of this Section 7.9, “participate” means that Parent shall not Newco will be obligated to consent to any settlement (i) which does not include full release kept apprised of Parent proposed strategy and its Affiliates or which imposes an injunction or other equitable relief upon Parent or any of its Affiliates (including, after the Effective Time, the Surviving Corporation), or (ii) that would result in the payment by Parent, the Company or any Subsidiary thereof of any amount in excess of the retention or deductible under any applicable insurance policy of the Company. Subject to applicable Law, other than significant decisions with respect to any litigation where the Transaction Litigation by the Company is adverse to Parent, Parent will give the Company the reasonable opportunity, at the Company’s sole cost and expense, to participate, subject to a customary joint defense agreement, in (but not control) the defense or settlement of any action, claim, suit or proceeding against Parent or its directors or officers relating to the Merger and extent that the transactions contemplated hereby. Prior to the consummation of the Merger, without the prior written consent of the Company, Parent shall not settle any action, claim, suit or proceeding related to the Merger and the transactions contemplated hereby unless such settlement provides a full and unconditional release for attorney-client privilege between the Company and each officer its counsel is not undermined or otherwise affected), and director of the Company party Newco may offer comments or suggestions with respect to such litigationTransaction 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. Each of Notwithstanding anything to the Company and Parent shall, and shall cause their respective Subsidiaries to, cooperate contrary in the defense or settlement of any litigation contemplated by foregoing, nothing in this Section 6.15. The parties acknowledge that this Section 6.15 in no way limits 7.9 shall limit the parties’ obligations rights of Newco under Section 6.81.4(b)(iii).

Transaction Litigation. Subject to applicable Law, other than with respect to any litigation where Parent is adverse to the Company, the Company will give Parent the reasonable opportunity, at Parent’s sole cost and expense, to participate, subject to a customary joint defense agreement, in (but not control) the defense of any action, claim, suit or proceeding Legal Proceeding against the Company or its directors or officers relating to the Merger and this Agreement or the transactions contemplated hereby, including the Merger, and no such settlement will be agreed to or offered without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed); provided, that Parent shall not be obligated to consent to any settlement (i) which does not include full release of Parent and its Affiliates or which imposes an injunction or other equitable relief upon Parent or any of its Affiliates (including, after the Effective Time, the Surviving Corporation), or (ii) that would result in the payment by Parent, the Company or any Subsidiary thereof of any amount shall consult in excess of the retention or deductible under any applicable insurance policy of the Companygood faith with Parent on litigation strategy. Subject to applicable Law, other than with respect to any litigation where the Company is adverse to Parent, Parent will give the Company the reasonable opportunity, at the Company’s sole cost and expense, to participate, subject to a customary joint defense agreement, in (but not control) the defense or settlement of any action, claim, suit or proceeding Legal Proceeding against Parent or its directors or officers relating to the Merger and the transactions contemplated herebyMerger. Prior to the consummation of the Merger, without the prior written consent of the Company, Parent shall not settle any action, claim, suit or proceeding Legal Proceeding related to the Merger and the transactions contemplated hereby unless such settlement provides a full and unconditional release for the Company and each officer and director of the Company party to such litigation. The Company shall not settle or make an offer to settle any litigation against the Company or any director by any stockholder relating to this Agreement, the transactions contemplated hereby, including the Merger, without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed) and the Company shall consult in good faith with Parent on litigation strategy. Each of the Company and Parent shall, and shall cause their respective Subsidiaries to, cooperate in the defense or settlement of any litigation contemplated by this Section 6.157.13. The parties acknowledge that this Section 6.15 7.13 in no way limits the parties’ obligations under Section 6.87.6(a).

Transaction Litigation. Subject The Company shall promptly notify Parent of any stockholder litigation arising from this Agreement or the Merger that is brought against the Company or members of the Company Board (“Transaction Litigation”) and shall keep Parent reasonably informed regarding any Transaction Litigation. Without limiting the preceding sentence, the Company shall give Parent the right to applicable Law(a) review and comment in advance on all Filings or responses to be made by the Company in connection with any Transaction Litigation, and the Company shall consider any such comments in good faith, (b) consult on any settlement, understanding or other than agreement with respect to any litigation where Parent is adverse to the CompanyTransaction Litigation, and the Company will give shall consider any suggestions of Parent the reasonable opportunityduring such consultation in good faith, and (c) participate in (at Parent’s sole cost and expensecost), to participate, subject to a customary joint defense agreement, in (but not control) , the defense of any action, claim, suit or proceeding against the Company or its directors or officers relating to the Merger and the transactions contemplated herebysuch Transaction Litigation, and no such settlement will be agreed participate in any negotiation or mediation with respect to any settlement, understanding or offered other agreement with respect to any Transaction Litigation; provided, however, that, without the Parent’s prior written consent, which consent of Parent (such consent shall not to be unreasonably withheld, conditioned or delayed); provided, that Parent shall not be obligated to consent to any settlement (i) which does not include full release of Parent and its Affiliates or which imposes an injunction or other equitable relief upon Parent or any of its Affiliates (including, after the Effective Time, the Surviving Corporation), or (ii) that would result in the payment by Parent, the Company shall not offer to make or make any Subsidiary thereof of any amount in excess of the retention or deductible under any applicable insurance policy of the Company. Subject to applicable Law, other than payment with respect to any litigation where Transaction Litigation and shall not enter into any settlement, understanding or other agreement relating to any Transaction Litigation, except that the Company is adverse shall (i) be permitted to Parentoffer to make or make any payment with respect to any Transaction Litigation and to enter into any settlement, Parent will give understanding or other agreement relating to any Transaction Litigation, if the terms thereof, in the aggregate, are no less favorable to the Company the reasonable opportunity, at the Company’s sole cost and expense, to participate, subject to a customary joint defense agreement, that those described in (but not control) the defense or settlement of any action, claim, suit or proceeding against Parent or its directors or officers relating to the Merger and the transactions contemplated hereby. Prior to the consummation of the Merger, without the prior written consent of the Company, Parent shall not settle any action, claim, suit or proceeding related to the Merger and the transactions contemplated hereby unless such settlement provides a full and unconditional release for the Company and each officer and director Section 6.06 of the Company party Disclosure Letter and (ii) keep Parent reasonably informed as to such litigation. Each of the Company and Parent shall, and shall cause their respective Subsidiaries to, cooperate in the defense or settlement status of any litigation contemplated by such offer or payment pursuant to clause (i) of this Section 6.15. The parties acknowledge that this Section 6.15 in no way limits the parties’ obligations under Section 6.8proviso.