Common use of Transaction Litigation Clause in Contracts

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

Transaction Litigation. From and after the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, Acquirorthe SPAC, on the one hand, and the Company, on the other hand, shall each notify the other in writing promptly after learning of any shareholder or stockholder demand (or threat thereof) demands or other shareholder or stockholder claim, action, suit, audit, examination, arbitration, mediation, inquiry, Legal Proceeding, or investigation, whether or not before any Governmental Authority Proceedings (including derivative claims), ) relating to this Agreement, any other Transaction Document or any of the transactions contemplated hereby other matters relating thereto (collectively, “Transaction Litigation”) commenced or to the knowledge of Acquiror or the Companyagainst, as applicable, threatened in writing against (a) in the case of Acquirorthe SPAC, Acquirorit, any of Acquiror’s controlled its Affiliates or any of their respective officers, directors, employees or stockholders Representatives (in their capacity as suchRepresentatives) or (b) or, in the case of the Company, the Companyany Company Parties, any of the Company’s Subsidiaries or controlled their Affiliates or any of their respective officers, directors, employees or stockholders Representatives (in their capacity as suchRepresentatives). Acquiror The SPAC and the Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, and (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation Litigation. Notwithstanding the foregoing, subject to and (iv) reasonably cooperate with each without limiting the covenants and agreements, and the rights of the other with respect to Party set forth in the immediately preceding sentence, the SPAC or its Affiliates shall control the negotiation, defense and settlement of any Transaction LitigationLitigation brought against the SPAC or its Affiliates or any of their respective Representatives, and the Company or its Affiliates shall control the negotiation, defense and settlement of any Transaction Litigation brought against the Company or its Affiliates or any of their respective Representatives; provided, however, that prior to the Closing in no event shall (x) the Companyeither Party, any of the Company’s Affiliates its Affiliates, or any of their respective officers, directors or employees Representatives settle or compromise any Transaction Litigation without the prior written consent of Acquiror (not to be unreasonably withheld, conditioned or delayed) or (y) Acquiror, any of Acquiror’s Affiliates or any of their respective officers, directors or employees settle or compromise any Transaction Litigation without the Company’s prior written consent other Party (not to be unreasonably withheld, conditioned or delayed).

Transaction Litigation. From and after During the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its termsInterim Period, AcquirorPriveterra, on the one hand, and the Company, on the other hand, shall each notify the other promptly after learning of any stockholder demand (or threat thereof) or other stockholder Proceeding, claim, actioninvestigation, suit, audit, examination, arbitration, mediation, examination or inquiry, Legal Proceeding, or investigation, whether or not before any Governmental Authority Entity (including derivative claims), relating to this Agreement, or any of the transactions contemplated hereby (collectively, “Transaction Litigation”) commenced or, to the knowledge of Priveterra or to the knowledge of Acquiror or the Company, as applicable, threatened in writing against (a) in the case of AcquirorPriveterra, AcquirorPriveterra, any of AcquirorPriveterra’s controlled Affiliates or any of their respective officers, directors, employees Representatives or stockholders (in their capacity as such) ), or (b) in the case of the Company, the Company, any of the Company’s Subsidiaries or controlled Affiliates or any of their respective officers, directors, employees Representatives or stockholders (in their capacity as such). Acquiror Priveterra and the Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation Litigation, and (iv) reasonably cooperate with each other with respect to any Transaction Litigation; provided, however, that in no event shall (x) the Company, any of the Company’s Affiliates or any of their respective officers, directors or employees Representatives settle or compromise any Transaction Litigation without the prior written consent of Acquiror Priveterra (such consent not to be unreasonably withheld, conditioned or delayed) or (y) AcquirorPriveterra, any of AcquirorPriveterra’s Affiliates or any of their respective officers, directors or employees Representatives settle or compromise any Transaction Litigation without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed).

Transaction Litigation. From and after the date of this Agreement until the earlier of the Acquisition Merger Closing or termination of this Agreement in accordance with its terms, AcquirorSPAC, on the one hand, and the Company, on the other hand, shall each notify the other in writing promptly after learning of any stockholder demand (or threat thereof) or demands, other stockholder claim, action, suit, audit, examination, arbitration, mediation, inquiry, Legal Proceeding, or investigation, whether or not before any Governmental Authority Actions (including derivative claims), ) or Actions brought by any third-party relating to this Agreement, any related agreements or any of the transactions contemplated hereby matters relating thereto (collectively, the “Transaction Litigation”) commenced or to the knowledge of Acquiror or the Companyagainst, as applicable, threatened in writing against (a) in the case of Acquiror, AcquirorSPAC, any of Acquiror’s controlled Affiliates SPAC or its Subsidiaries or any of their respective officers, directors, employees or stockholders Representatives (in their capacity as such) a Representative of SPAC or (b) any of its Subsidiaries), or, in the case of the Company, the Company, any of the Company’s Company or its Subsidiaries or controlled Affiliates or any of their respective officers, directors, employees or stockholders Representatives (in their capacity as sucha Representative of the Company or any of its Subsidiaries). Acquiror SPAC and the Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation and (iv) reasonably cooperate with each other with respect to any Transaction Litigationother; provided, however, that in no event shall (x) the Company, SPAC or any of the Company’s Affiliates its Subsidiaries or any of their respective officers, directors or employees Representatives settle or compromise any Transaction Litigation without the prior written consent of Acquiror the Company (not to be unreasonably withheld, conditioned or delayed) ), or (y) Acquiror, the Company or any of Acquiror’s Affiliates its Subsidiaries any or any of their respective officers, directors or employees Representatives settle or compromise any Transaction Litigation without the Company’s prior written consent of SPAC (not to be unreasonably withheld, conditioned or delayed).

Transaction Litigation. From and after the date of this Agreement until the earlier Each of the Closing or termination of this Agreement in accordance with its terms, AcquirorCompany, on the one hand, and the CompanyParent, on the other hand, shall each notify give the other promptly after learning party prompt notice of any stockholder demand (litigation or threat thereof) claims commenced on or other stockholder claimafter the date of this Agreement against the Company or its directors or officers or Parent or its directors or officers, action, suit, audit, examination, arbitration, mediation, inquiry, Legal Proceeding, or investigation, whether or not before any Governmental Authority (including derivative claims)as applicable, relating to this Agreement, or any of the Merger and the other transactions contemplated hereby by this Agreement (collectively, “Transaction Litigation”) commenced or to the knowledge ). In addition, each of Acquiror or the Company, on the one hand, and 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, threatened in writing against that are reasonably likely to affect the Merger and the other transactions contemplated by this Agreement (aincluding the timing of the Closing). The Company shall (i) give Parent the opportunity to participate (at Parent’s expense) in the case defense or settlement of Acquiror, Acquiror, any of Acquiror’s controlled Affiliates or any of their respective officers, directors, employees or stockholders (in their capacity as such) or (b) in the case of the Company, the Company, any of the Company’s Subsidiaries or controlled Affiliates or any of their respective officers, directors, employees or stockholders (in their capacity as such). Acquiror and the Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give Parent the other right to review and comment on all filings or responses to be made by the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other Company in connection with the defense, settlement and compromise of any such Transaction Litigation, and will in good faith take such comments into account, and (iii) consider in good faith the other’s advice with respect not agree to any such Transaction Litigation and (iv) reasonably cooperate with each other with respect to any Transaction Litigation; provided, however, that in no event shall (x) the Company, any of the Company’s Affiliates or any of their respective officers, directors or employees settle or compromise any Transaction Litigation without the Parent’s prior written consent, which consent of Acquiror (shall not to be unreasonably withheld, conditioned or delayed. 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, Parent shall use commercially reasonable efforts to give the Company the right to review and comment on all filings or responses to be 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 Transaction Litigation commenced by one or more of Parent’s shareholders that seeks to condition, delay or prevent the parties from consummating the transactions contemplated by this Agreement and that names the Company or any of its officers or directors as a party (“Parent Shareholder Litigation”), Parent shall (i) give the Company the opportunity to participate (at the Company’s expense) in the defense or settlement of any 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 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 (x) Parent shall be entitled to select legal counsel for the Company in respect of such Parent Shareholder Litigation, which legal counsel shall be reasonably acceptable to the Company, and (y) Acquiror, Parent shall control the defense of any of Acquiror’s Affiliates claims brought against the Company or any of their respective officersits 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 law 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 or employees settle or compromise any Transaction in such Parent Shareholder Litigation without the Companyother party’s prior written consent, which consent (shall not to be unreasonably withheld, conditioned or delayed).

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

Transaction Litigation. From and after the date of this Agreement until the earlier Each of the Closing or termination of this Agreement in accordance with its terms, AcquirorCompany, on the one hand, and the CompanyParent, on the other hand, shall each notify give the other promptly after learning party prompt notice of any stockholder demand (litigation or threat thereof) claims commenced on or other stockholder claimafter the date of this Agreement against the Company or its directors or officers or Parent or its directors or officers, action, suit, audit, examination, arbitration, mediation, inquiry, Legal Proceeding, or investigation, whether or not before any Governmental Authority (including derivative claims)as applicable, relating to this Agreement, or any of the Merger and the other transactions contemplated hereby by this Agreement (collectively, “Transaction Litigation”) commenced or to the knowledge ). In addition, each of Acquiror or the Company, on the one hand, and 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, threatened in writing against 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) in give Parent the case of Acquiror, Acquiror, any of Acquiroropportunity to participate (at Parent’s controlled Affiliates or any of their respective officers, directors, employees or stockholders (in their capacity as such) or (bexpense) in the case defense or settlement of the Company, the Company, any of the Company’s Subsidiaries or controlled Affiliates or any of their respective officers, directors, employees or stockholders (in their capacity as such). Acquiror and the Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (iib) give Parent the other right to review and comment on all filings or responses to be made by the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other Company in connection with the defense, settlement and compromise of any such Transaction Litigation, (iii) consider and will in good faith the other’s advice with respect to any take such Transaction Litigation comments into account, and (ivc) reasonably cooperate with each other with respect not agree to any Transaction Litigation; provided, however, that in no event shall (x) the Company, any of the Company’s Affiliates or any of their respective officers, directors or employees settle or compromise any Transaction Litigation without the Parent’s prior written consent, which consent of Acquiror (shall not to be unreasonably withheld, conditioned or delayed. 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, Parent shall use commercially reasonable efforts to give the Company the right to review and comment on all filings or responses to be 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 Transaction Litigation commenced by one or more of Parent’s shareholders that seeks to condition, delay or prevent the parties from consummating the transactions contemplated by this Agreement and that names the Company or any of its officers or directors as a party (“Parent Shareholder Litigation”), Parent shall (i) give the Company the opportunity to participate (at the Company’s expense) in the defense or settlement of any 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 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 (x) Parent shall be entitled to select legal counsel for the Company in respect of such Parent Shareholder Litigation, which legal counsel shall be reasonably acceptable to the Company, and (y) Acquiror, Parent shall control the defense of any of Acquiror’s Affiliates claims brought against the Company or any of their respective officersits 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 law 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 or employees settle or compromise any Transaction in such Parent Shareholder Litigation without the Companyother party’s prior written consent, which consent (shall not to be unreasonably withheld, conditioned or delayed).

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

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

Transaction Litigation. From and after the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, AcquirorSPAC, on the one hand, and the Company, on the other hand, shall each notify the other in writing promptly after learning of any shareholder or stockholder demand (or threat thereof) demands or other shareholder or stockholder claim, action, suit, audit, examination, arbitration, mediation, inquiry, Legal Proceeding, or investigation, whether or not before any Governmental Authority Proceedings (including derivative claims), ) relating to this Agreement, any other Transaction Agreement or any of the transactions contemplated hereby other matters relating thereto (collectively, “Transaction Litigation”) commenced or to the knowledge of Acquiror or the Companyagainst, as applicable, threatened in writing against (a) in the case of AcquirorSPAC, Acquirorit, any of Acquiror’s controlled its Affiliates or any of their respective officers, directors, employees or stockholders Representatives (in their capacity as suchRepresentatives) or (b) or, in the case of the Company, the Companyit, any of the Company’s Subsidiaries or controlled its Affiliates or any of their respective officers, directors, employees or stockholders Representatives (in their capacity as suchRepresentatives). Acquiror SPAC and the Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, Litigation and (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation Litigation. Notwithstanding the foregoing, subject to and (iv) reasonably cooperate with each without limiting the covenants and agreements, and the rights of the other with respect to Party set forth in the immediately preceding sentence, SPAC or its Affiliates shall control the negotiation, defense and settlement of any Transaction LitigationLitigation brought against SPAC or its Affiliates or any of their respective Representatives, and the Company or its Affiliates shall control the negotiation, defense and settlement of any Transaction Litigation brought against the Company or its Affiliates or any of their respective Representatives; provided, however, that prior to the Closing in no event shall (x) the Companyeither Party, any of the Company’s Affiliates its Affiliates, or any of their respective officers, directors or employees Representatives settle or compromise any Transaction Litigation without the prior written consent of Acquiror (not to be unreasonably withheld, conditioned or delayed) or (y) Acquiror, any of Acquiror’s Affiliates or any of their respective officers, directors or employees settle or compromise any Transaction Litigation without the Company’s prior written consent other Party (not to be unreasonably withheld, conditioned or delayed).

Transaction Litigation. From and after During the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its termsInterim Period, AcquirorSPAC, on the one hand, and the Company, on the other hand, shall each notify the other promptly after learning of any stockholder demand (or threat thereof) or other stockholder Proceeding, claim, actioninvestigation, suit, audit, examination, arbitration, mediation, examination or inquiry, Legal Proceeding, or investigation, whether or not before any Governmental Authority Entity (including derivative claims), relating to this Agreement, or any of the transactions contemplated hereby (collectively, “Transaction Litigation”) commenced or, to the knowledge of SPAC or to the knowledge of Acquiror or the Company, as applicable, threatened in writing against (a) in the case of AcquirorSPAC, AcquirorSPAC, any of AcquirorSPAC’s controlled Affiliates or any of their respective officers, directors, employees Representatives or stockholders (in their capacity as such) ), or (b) in the case of the Company, the Company, any of the Company’s Subsidiaries or controlled Affiliates or any of their respective officers, directors, employees Representatives or stockholders (in their capacity as such). Acquiror SPAC and the Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation Litigation, and (iv) reasonably cooperate with each other with respect to any Transaction Litigation; provided, however, that in no event shall (x) the Company, any of the Company’s Affiliates or any of their respective officers, directors or employees Representatives settle or compromise any Transaction Litigation without the prior written consent of Acquiror SPAC (such consent not to be unreasonably withheld, conditioned or delayed) or (y) AcquirorSPAC, any of AcquirorSPAC’s Affiliates or any of their respective officers, directors or employees Representatives settle or compromise any Transaction Litigation without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the contrary in the Agreement, in the event that this Section 5.19 conflicts with Section 2.8, then Section 2.8 shall govern and control solely to the extent of such conflict.

Transaction Litigation. From and after During the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its termsInterim Period, AcquirorParent, on the one hand, and the Company, on the other hand, shall each notify the other Party promptly after learning of any stockholder demand (equity holder demand, or threat thereof) , or other stockholder claim, action, suit, auditequity holder Legal Proceeding, examination, arbitration, mediation, mediation or inquiry, Legal Proceeding, or investigation, whether or not before any Governmental Authority (and including derivative claims), relating to this Agreement, Agreement or any of the transactions contemplated hereby (collectively, “Transaction Litigation”) ), in any case commenced or to the knowledge of Acquiror Parent or the Company, as applicable, threatened in writing against (a) in the case of AcquirorParent, AcquirorParent, any of AcquirorParent’s controlled Affiliates or any of their respective officers, directors, employees managers, employees, stockholders or stockholders members (in their capacity as such) or (b) in the case of the Company, the Company, any of the Company’s Subsidiaries or controlled Affiliates or any of their respective officers, directors, employees managers, employees, stockholders or stockholders members (in their capacity as such). Acquiror Parent and the Company shall each (i) keep the other Party reasonably informed regarding any Transaction Litigation, (ii) give the other Party the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other Party in connection with the defense, settlement and compromise of any such Transaction Litigation, (iii) consider in good faith the otherother Party’s advice with respect to any such Transaction Litigation and (iv) reasonably cooperate with each the other Party with respect to any Transaction Litigation; provided, however, that in . In no event shall (xA) the Company, any of the Company’s its controlled Affiliates or any of their respective officers, directors directors, managers, employees, stockholders or employees members settle or compromise any Transaction Litigation without the prior written consent of Acquiror (Parent, such consent not to be unreasonably withheld, conditioned or delayed) , or (yB) AcquirorParent, any of AcquirorParent’s controlled Affiliates or any of their respective officers, directors directors, managers, employees, stockholders or employees members settle or compromise any Transaction Litigation without the Company’s prior written consent, such consent (not to be unreasonably withheld, conditioned or delayed).

Transaction Litigation. From and after the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, AcquirorSPAC, on the one hand, and the Company, on the other hand, shall each notify the other in writing promptly after learning of any shareholder or stockholder demand (or threat thereof) demands or other shareholder or stockholder claim, action, suit, audit, examination, arbitration, mediation, inquiry, Legal Proceeding, or investigation, whether or not before any Governmental Authority Proceedings (including derivative claims), ) relating to this Agreement, any other Transaction Agreement or any of the transactions contemplated hereby other matters relating thereto (collectively, “Transaction Litigation”) commenced or to the knowledge of Acquiror or the Companyagainst, as applicable, threatened in writing against (a) in the case of AcquirorSPAC, Acquirorit, any of Acquiror’s controlled its Affiliates or any of their respective officers, directors, employees or stockholders Representatives (in their capacity as suchRepresentatives) or (b) or, in the case of the Company, the Companyit, any of the Company’s Subsidiaries or controlled its Affiliates or any of their respective officers, directors, employees or stockholders Representatives (in their capacity as suchRepresentatives). Acquiror SPAC and the Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in (subject to a customary joint defense agreement), but not control, the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, Litigation and (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation Litigation. Notwithstanding the foregoing, subject to and (iv) reasonably cooperate with each without limiting the covenants and agreements, and the rights of the other with respect to Party set forth in the immediately preceding sentence, SPAC or its Affiliates shall control the negotiation, defense and settlement of any Transaction LitigationLitigation brought against SPAC or its Affiliates or any of their respective Representatives, and the Company or its Affiliates shall control the negotiation, defense and settlement of any Transaction Litigation brought against the Company or its Affiliates or any of their respective Representatives; provided, however, that prior to the Closing in no event shall (x) the Companyeither Party, any of the Company’s Affiliates its Affiliates, or any of their respective officers, directors or employees Representatives settle or compromise any Transaction Litigation without the prior written consent of Acquiror (not to be unreasonably withheld, conditioned or delayed) or (y) Acquiror, any of Acquiror’s Affiliates or any of their respective officers, directors or employees settle or compromise any Transaction Litigation without the Company’s prior written consent other Party (not to be unreasonably withheld, conditioned or delayed).

Transaction Litigation. From and after the date of this Agreement Original Effective Date until the earlier of the Acquisition Merger Closing or termination of this Agreement in accordance with its terms, AcquirorSPAC, on the one hand, and the Company, on the other hand, shall each notify the other in writing promptly after learning of any stockholder demand (or threat thereof) or demands, other stockholder claim, action, suit, audit, examination, arbitration, mediation, inquiry, Legal Proceeding, or investigation, whether or not before any Governmental Authority Actions (including derivative claims), ) or Actions brought by any third-party relating to this Agreement, any related agreements or any of the transactions contemplated hereby matters relating thereto (collectively, the “Transaction Litigation”) commenced or to the knowledge of Acquiror or the Companyagainst, as applicable, threatened in writing against (a) in the case of Acquiror, AcquirorSPAC, any of Acquiror’s controlled Affiliates SPAC or its Subsidiaries or any of their respective officers, directors, employees or stockholders Representatives (in their capacity as such) a Representative of SPAC or (b) any of its Subsidiaries), or, in the case of the Company, the Company, any of the Company’s Company or its Subsidiaries or controlled Affiliates or any of their respective officers, directors, employees or stockholders Representatives (in their capacity as sucha Representative of the Company or any of its Subsidiaries). Acquiror SPAC and the Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation and (iv) reasonably cooperate with each other with respect to any Transaction Litigationother; provided, however, that in no event shall (x) the Company, SPAC or any of the Company’s Affiliates its Subsidiaries or any of their respective officers, directors or employees Representatives settle or compromise any Transaction Litigation without the prior written consent of Acquiror the Company (not to be unreasonably withheld, conditioned or delayed) ), or (y) Acquiror, the Company or any of Acquiror’s Affiliates its Subsidiaries any or any of their respective officers, directors or employees Representatives settle or compromise any Transaction Litigation without the Company’s prior written consent of SPAC (not to be unreasonably withheld, conditioned or delayed).

Transaction Litigation. From and after the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its terms, AcquirorCBAH, on the one hand, and the Company, on the other hand, shall each notify the other in writing promptly after learning of any stockholder demand (or threat thereof) demands or other stockholder claim, action, suit, audit, examination, arbitration, mediation, inquiry, Legal Proceeding, or investigation, whether or not before any Governmental Authority Actions (including derivative claims), ) relating to this Agreement, any Ancillary Agreement or any of the transactions contemplated hereby matters relating thereto (collectively, the “Transaction Litigation”) commenced or to the knowledge of Acquiror or the Companyagainst, as applicable, threatened in writing against (a) in the case of AcquirorCBAH, Acquiror, any of Acquiror’s controlled Affiliates it or any of their respective officers, directors, employees or stockholders its Representatives (in their capacity as sucha representative of CBAH) or (b) or, in the case of the Company, the Companyit, any of the Company’s its Subsidiaries or controlled Affiliates or any of their respective officers, directors, employees or stockholders its Representatives (in their capacity as sucha representative of the Company). Acquiror CBAH and the Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, Litigation and (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation Litigation. Notwithstanding the foregoing, subject to and (iv) reasonably cooperate with each without limiting the covenants and agreements, and the rights of the other with respect to party set forth in the immediately preceding sentence, CBAH shall control the negotiation, defense and settlement of any Transaction LitigationLitigation brought against CBAH or any of its Representatives and the Company shall control the negotiation, defense and settlement of any Transaction Litigation brought against the Company or any of its Representatives; provided, however, that prior to Closing in no event shall (x) the Company, any of the Company’s Affiliates either party or any of their respective officers, directors or employees Representatives settle or compromise any Transaction Litigation without the prior written consent of Acquiror (not to be unreasonably withheld, conditioned or delayed) or (y) Acquiror, any of Acquiror’s Affiliates or any of their respective officers, directors or employees settle or compromise any Transaction Litigation without the Company’s prior written consent other party (not to be unreasonably withheld, conditioned or delayed).

Transaction Litigation. From and after the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its terms, AcquirorPublic Company, on the one hand, and the CompanyMerger Partner, on the other hand, shall each notify the other in writing promptly after learning of any stockholder demand (or threat thereof) demands or other stockholder claim, action, suit, audit, examination, arbitration, mediation, inquiry, Legal Proceeding, or investigation, whether or not before any Governmental Authority Proceedings (including derivative claims), ) relating to this Agreement, any Ancillary Document or any of the transactions contemplated hereby matters relating thereto (collectively, the “Transaction Litigation”) commenced or to the knowledge of Acquiror or the Companyagainst, as applicable, threatened in writing against (a) in the case of Acquiror, AcquirorPublic Company, any of Acquiror’s controlled Affiliates Public Company, Merger Sub or any of their respective officers, directors, employees or stockholders Representatives (in their capacity as sucha Representative of Public Company) or (b) or, in the case of the CompanyMerger Partner, the Company, any of the Company’s Subsidiaries or controlled Affiliates Merger Partner or any of their respective officers, directors, employees or stockholders its Representatives (in their capacity as sucha Representative of Merger Partner). Acquiror Public Company and the Company Merger Partner shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation and (iv) reasonably cooperate with each other with respect to any Transaction Litigation; providedother. Notwithstanding the foregoing, however, that in no event shall (x) the Company, any of the Company’s Affiliates Public Company or any of their respective officers, directors or employees its Representatives settle or compromise any Transaction Litigation without the prior written consent of Acquiror Merger Partner (such consent not to be unreasonably withheld, conditioned or delayed) ), or (y) Acquiror, any of Acquiror’s Affiliates Merger Partner or any of their respective officers, directors or employees its Representatives settle or compromise any Transaction Litigation without the Company’s prior written consent of Public Company (such consent not to be unreasonably withheld, conditioned or delayed).

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

Transaction Litigation. From and after During the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its termsInterim Period, AcquirorRedwoods, on the one hand, and the Company, on the other hand, shall each notify the other promptly after learning of any stockholder demand (or threat thereof) or other stockholder Proceeding, claim, actioninvestigation, suit, audit, examination, arbitration, mediation, examination or inquiry, Legal Proceeding, or investigation, whether or not before any Governmental Authority Entity (including derivative claims), relating to this Agreement, or any of the transactions contemplated hereby (collectively, “Transaction Litigation”) commenced or, to the knowledge of Redwoods or to the knowledge of Acquiror or the Company, as applicable, threatened in writing against (a) in the case of AcquirorRedwoods, AcquirorRedwoods, any of AcquirorRedwoods’s controlled Affiliates or any of their respective officers, directors, employees Representatives or stockholders (in their capacity as such) ), or (b) in the case of the Company, the Company, any of the Company’s Subsidiaries or controlled Affiliates or any of their respective officers, directors, employees Representatives or stockholders (in their capacity as such). Acquiror Redwoods and the Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation Litigation, and (iv) reasonably cooperate with each other with respect to any Transaction Litigation; provided, however, that in no event shall (x) the Company, any of the Company’s Affiliates or any of their respective officers, directors or employees Representatives settle or compromise any Transaction Litigation without the prior written consent of Acquiror Redwoods (such consent not to be unreasonably withheld, conditioned or delayed) or (y) AcquirorRedwoods, any of AcquirorRedwoods’s Affiliates or any of their respective officers, directors or employees Representatives settle or compromise any Transaction Litigation without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed).

Transaction Litigation. From and after the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its terms, AcquirorSPAC, on the one hand, and the Company, on the other hand, shall each notify the other in writing promptly after learning of any stockholder demand (or threat thereof) shareholder demands or other stockholder claim, action, suit, audit, examination, arbitration, mediation, inquiry, Legal Proceeding, or investigation, whether or not before any Governmental Authority shareholder Proceedings (including derivative claims), ) relating to this Agreement, any Ancillary Document or any of the transactions contemplated hereby matters relating thereto (collectively, the “Transaction Litigation”) commenced or to the knowledge of Acquiror or the Companyagainst, as applicable, threatened in writing against (a) in the case of Acquiror, AcquirorSPAC, any of Acquiror’s controlled Affiliates the SPAC Parties or any of their respective officers, directors, employees or stockholders Representatives (in their capacity as sucha Representative of a SPAC Party) or (b) or, in the case of the Company, the Company, any of the Company’s Subsidiaries or controlled Affiliates other Group Company or any of their respective officers, directors, employees or stockholders Representatives (in their capacity as sucha Representative of a Group Company). Acquiror From and after the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its terms, SPAC shall notify the Company in writing promptly after learning of any other Proceedings, including derivative claims, that are not Transaction Litigation (collectively, the “Other Litigation”) commenced against, or otherwise involving, any of the SPAC Parties or any of their respective Representatives (in their capacity as a Representative of a SPAC Party). SPAC and the Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation and (iv) reasonably cooperate with each other other. The Company may, upon written notice to SPAC, assume and control the defense, settlement and compromise of any Transaction Litigation commenced against, or otherwise involving, any of the SPAC Parties or any of their respective Representatives (in their capacity as a Representative of a SPAC Party); provided, that for any Transaction Litigation for which the Company provides such written notice, the Company shall be solely responsible for the payment of, and does fully indemnify the SPAC Parties in respect of, all costs and expenses in connection with the defense, settlement, and compromise of such Transaction Litigation, including all fees of legal counsel to the Company and the SPAC Parties (including any counsel reasonably necessary for the Representatives of the SPAC Parties), and the payment of any amounts in settlement or compromise of or imposed by any court in respect to any of such Transaction Litigation; provided, howeverfurther, that the Company may not agree to any non-monetary penalties or restrictions on any SPAC Party or their Representatives in settlement or compromise of any Transaction Litigation. In no event shall (x) the Company, any of the Company’s Affiliates SPAC Parties or any of their respective officers, directors or employees settle or compromise any Transaction Litigation without the prior written consent of Acquiror (not to be unreasonably withheld, conditioned or delayed) or (y) Acquiror, any of Acquiror’s Affiliates or any of their respective officers, directors or employees Representatives settle or compromise any Transaction Litigation without the Company’s prior written consent (not to be unreasonably withheld, conditioned or delayed).

Transaction Litigation. From and after the date of this Agreement until the earlier Closing Date, each of the Closing Company and Parent shall promptly notify the other of any actions, suits, claims, litigations, investigations or termination proceedings commenced or, to any party’s knowledge, threatened against such party or any of its Subsidiaries, Affiliates, directors or officers in connection with, arising from or otherwise relating to the Merger or the other transactions contemplated by this Agreement Agreement. Subject to entry into a customary joint defense agreement, the Company shall give Parent the opportunity to consult with the Company and participate in accordance with its terms, Acquiror, on the one hand, and defense or settlement of any stockholder litigation against the Company, on any Company Subsidiary and/or their respective directors or officers (each, a “Company Party”) relating to the Merger and the other hand, shall each notify the other promptly after learning of any stockholder demand (or threat thereof) or other stockholder claim, action, suit, audit, examination, arbitration, mediation, inquiry, Legal Proceeding, or investigation, whether or not before any Governmental Authority (including derivative claims), relating to transactions contemplated by this Agreement, or any of the transactions contemplated hereby (collectively, “Transaction Litigation”) commenced or to the knowledge of Acquiror or the Company, as applicable, threatened in writing against (a) in the case of Acquiror, Acquiror, any of Acquiror’s controlled Affiliates or any of their respective officers, directors, employees or stockholders (in their capacity as such) or (b) in the case . None of the Company, the Company, any of the Company’s Subsidiaries or controlled Affiliates Company Subsidiary or any Representative of their respective officers, directors, employees or stockholders (in their capacity as such). Acquiror and the Company shall each (i) keep the other reasonably informed compromise, settle or come to an arrangement regarding any Transaction Litigationsuch stockholder litigation, in each case unless Parent shall have consented in writing (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation and (iv) reasonably cooperate with each other with respect to any Transaction Litigation; provided, however, that in no event which consent shall (x) the Company, any of the Company’s Affiliates or any of their respective officers, directors or employees settle or compromise any Transaction Litigation without the prior written consent of Acquiror (not to be unreasonably withheld, conditioned or delayed) or (y) Acquiror, any of Acquiror’s Affiliates or any of their respective officers, directors or employees settle or compromise any Transaction Litigation without the Company’s prior written consent (not to be unreasonably withheld, conditioned or delayed); provided that the Company may compromise, settle or come to an agreement regarding stockholder litigation made or pending against a Company Party, if each of the following conditions are met: (i) the resolution of all such litigation requires payment from the Company or any of its Subsidiaries or Representatives in an amount not to exceed the amount set forth in Section 6.06 of the Company Disclosure Letter and/or the provision of disclosures to the stockholders of the Company relating to the Merger (which disclosures shall be subject to review and comment by Parent); (ii) the settlement provides for no injunctive relief; (iii) the settlement provides that Parent and its Subsidiaries and Representatives are released from all liability in connection therewith; and (iv) none of Parent, HHC, Merger Sub, the Company, and their respective Subsidiaries and Representatives are required to admit any wrongdoing as part of the settlement.

Transaction Litigation. From and after the date of this Agreement Execution Date until the earlier of the Closing or termination of this Agreement in accordance with its terms, AcquirorAltimar, on the one hand, and the CompanyFathom, on the other hand, shall each notify the other in writing promptly after learning of any stockholder demand (or threat thereof) or shareholder demands, other stockholder claim, action, suit, audit, examination, arbitration, mediation, inquiry, Legal Proceeding, or investigation, whether or not before any Governmental Authority shareholder Actions (including derivative claims), ) or Actions brought by any third-party relating to this Agreement, any related agreements or any of the transactions contemplated hereby matters relating thereto (collectively, the “Transaction Litigation”) commenced or to the knowledge of Acquiror or the Companyagainst, as applicable, threatened in writing against (a) in the case of Acquiror, Acquirorthe Altimar, any of Acquiror’s controlled Affiliates Altimar or any of its Representatives (in their capacity as a Representative of Altimar or Fathom (in the case of any Action seeking to enjoin the Transactions), or, in the case of Fathom, any of Fathom or its Subsidiaries or any of their respective officers, directors, employees or stockholders Representatives (in their capacity as such) or (b) in the case a Representative of the Company, the Company, any of the Company’s Subsidiaries or controlled Affiliates Fathom or any of their respective officers, directors, employees or stockholders (in their capacity as suchits Subsidiaries). Acquiror Altimar and the Company Fathom shall each (ia) keep the other reasonably informed regarding any Transaction Litigation, (iib) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, (iiic) consider in good faith the other’s advice with respect to any such Transaction Litigation and (ivd) reasonably cooperate with each other with respect to any Transaction Litigationother; provided, however, that in no event shall (xi) the Company, any of the Company’s Affiliates Altimar or any of their respective officers, directors or employees its Representatives settle or compromise any Transaction Litigation without the prior written consent of Acquiror Fathom (not to be unreasonably withheld, conditioned or delayed) ), or (y) Acquiror, Fathom or of its Subsidiaries any of Acquiror’s Affiliates or any Table of Contents of their respective officers, directors or employees Representatives settle or compromise any Transaction Litigation without the Company’s prior written consent of Altimar (not to be unreasonably withheld, conditioned or delayed).

Transaction Litigation. From and after the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its terms, AcquirorSSMP, on the one hand, and the Company, on the other hand, shall each notify the other in writing promptly after learning of any stockholder demand (or threat thereof) demands or other stockholder claim, action, suit, audit, examination, arbitration, mediation, inquiry, Legal Proceeding, or investigation, whether or not before any Governmental Authority Proceedings (including derivative claims), ) relating to this Agreement, Agreement or any of the transactions contemplated hereby Contemplated Transactions (collectively, “Transaction Litigation”) commenced or to the knowledge of Acquiror or the Companyagainst, as applicable, threatened in writing against (a) in the case of Acquiror, AcquirorSSMP, any of Acquiror’s controlled Affiliates SSMP, Merger Sub or any of their respective officers, directors, employees or stockholders Representatives (in their capacity as sucha Representative of SSMP or Merger Sub) or (b) or, in the case of the Company, the Company, any of the Company’s Subsidiaries or controlled Affiliates Company or any of their respective officers, directors, employees or stockholders its Representatives (in their capacity as sucha Representative of the Company). Acquiror Without limiting Section 1.9, SSMP and the Company shall each (ia) keep the other reasonably informed regarding any Transaction Litigation, (iib) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, (iiic) consider in good faith the other’s advice with respect to any such Transaction Litigation and (ivd) reasonably cooperate with each other with respect to any Transaction Litigationother; provided, however, that in no event shall (x) the CompanySSMP, any of the Company’s Affiliates Merger Sub or any of their respective officers, directors or employees Representatives settle or compromise any Transaction Litigation without the prior written consent of Acquiror the Company (not to be unreasonably withheld, conditioned or delayed) ), or (y) Acquiror, any of Acquiror’s Affiliates the Company or any of their respective officers, directors or employees its representatives settle or compromise any Transaction Litigation without the Company’s prior written consent of SSMP (not to be unreasonably withheld, conditioned or delayed).

Transaction Litigation. From and after the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, AcquirorSPAC, on the one hand, and the Company, on the other hand, shall each notify the other in writing promptly after learning of any shareholder or stockholder demand (or threat thereof) demands or other shareholder or stockholder claim, action, suit, audit, examination, arbitration, mediation, inquiry, Legal Proceeding, or investigation, whether or not before any Governmental Authority Proceedings (including derivative claims), ) relating to this Agreement, any other Transaction Agreement or any of the transactions contemplated hereby other matters relating thereto (collectively, “Transaction Litigation”) commenced or to the knowledge of Acquiror or the Companyagainst, as applicable, threatened in writing against (a) in the case of AcquirorSPAC, Acquirorit, any of Acquiror’s controlled its Affiliates or any of their respective officers, directors, employees or stockholders Representatives (in their capacity as suchRepresentatives) or (b) or, in the case of the Company, the Companyit, any of the Company’s Subsidiaries or controlled its Affiliates or any of their respective officers, directors, employees or stockholders Representatives (in their capacity as suchRepresentatives). Acquiror SPAC and the Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, and (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation Litigation. Notwithstanding the foregoing, subject to and (iv) reasonably cooperate with each without limiting the covenants and agreements, and the rights of the other with respect to Party set forth in the immediately preceding sentence, SPAC or its Affiliates shall control the negotiation, defense and settlement of any Transaction LitigationLitigation brought against SPAC or its Affiliates or any of their respective Representatives, and the Company or its Affiliates shall control the negotiation, defense and settlement of any Transaction Litigation brought against the Company or its Affiliates or any of their respective Representatives; provided, however, that prior to the Closing in no event shall (x) the Companyeither Party, any of the Company’s Affiliates its Affiliates, or any of their respective officers, directors or employees Representatives settle or compromise any Transaction Litigation without the prior written consent of Acquiror (not to be unreasonably withheld, conditioned or delayed) or (y) Acquiror, any of Acquiror’s Affiliates or any of their respective officers, directors or employees settle or compromise any Transaction Litigation without the Company’s prior written consent other Party (not to be unreasonably withheld, conditioned or delayed).

Transaction Litigation. From and after the date of this Agreement until the earlier of the Closing or and the termination of this Agreement in accordance with its termsArticle 8, AcquirorAcquirer, on the one hand, and the Company, on the other hand, shall each notify the other promptly after learning of any stockholder demand (or threat thereof) or other stockholder claimProceeding brought on behalf of an Acquirer Stockholder or Company Stockholder, action, suit, audit, examination, arbitration, mediation, inquiry, Legal Proceeding, or investigationrespectively, whether or not before any Governmental Authority Entity (including derivative claims), relating to this Agreement, Agreement or any of the transactions contemplated hereby Transactions (collectively, “Transaction Litigation”) commenced or, to the knowledge of Acquirer or to the knowledge of Acquiror or the Company, as applicable, threatened in writing against (a) in the case of AcquirorAcquirer, AcquirorAcquirer, any of AcquirorAcquirer’s controlled Affiliates or any of their respective officers, directors, employees managers, employees, or stockholders or members (in their capacity as such) or (b) in the case of the Company, the Companyany Company Group Member, any of the CompanyCompany Group’s Subsidiaries or controlled Affiliates or any of their respective officers, directors, managers, employees or stockholders members (in their capacity as such). Acquiror Acquirer and the Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation Litigation, and (iv) reasonably cooperate with each other with respect to any Transaction Litigation; provided, however, that in no event shall (x) the Companyany Company Group Member, any of the CompanyCompany Group’s Affiliates or any of their respective officers, directors or employees Representatives settle or compromise any Transaction Litigation without the prior written consent of Acquiror Acquirer (such consent not to be unreasonably withheld, conditioned or delayed) or (y) AcquirorAcquirer, any of AcquirorAcquirer’s Affiliates or any of their respective officers, directors or employees Representatives settle or compromise any Transaction Litigation without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed).

Transaction Litigation. From and after the date of this Agreement until the earlier of the Closing or and the termination of this Agreement in accordance with its termsArticle 8, Acquiror, on the one hand, and the Company, on the other hand, shall each notify the other promptly after learning of any stockholder demand (or threat thereof) or other stockholder claimProceeding brought on behalf of an Acquiror Stockholder or Holder, action, suit, audit, examination, arbitration, mediation, inquiry, Legal Proceeding, or investigationrespectively, whether or not before any Governmental Authority Entity (including derivative claims), relating to this Agreement, Agreement or any of the transactions contemplated hereby Transactions (collectively, “Transaction Litigation”) commenced or or, to the knowledge of Acquiror or to the knowledge of the Company, as applicable, threatened in writing against (a) in the case of Acquiror, Acquiror, any of Acquiror’s controlled Affiliates or any of their respective officers, directors, employees managers, employees, or stockholders or members (in their capacity as such) or (b) in the case of the Company, the Companyany Company Group Member, any of the CompanyCompany Group’s Subsidiaries or controlled Affiliates or any of their respective officers, directors, managers, employees or stockholders members (in their capacity as such). Acquiror and the Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation Litigation, and (iv) reasonably cooperate with each other with respect to any Transaction Litigation; provided, however, that in no event shall (x) the Companyany Company Group Member, any of the CompanyCompany Group’s Affiliates or any of their respective officers, directors directors, managers or employees settle or compromise any Transaction Litigation without the prior written consent of Acquiror (such consent not to be unreasonably withheld, conditioned or delayed) or (y) Acquiror, any of Acquiror’s Affiliates or any of their respective officers, directors directors, managers or employees settle or compromise any Transaction Litigation without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed).

Transaction Litigation. From and after the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its terms, AcquirorCascadia, on the one hand, and the Company, on the other hand, shall each notify the other in writing promptly after learning of any stockholder demand (or threat thereof) shareholder demands or other stockholder claim, action, suit, audit, examination, arbitration, mediation, inquiry, Legal Proceeding, or investigation, whether or not before any Governmental Authority shareholder Proceedings (including derivative claims), ) relating to this Agreement, any Ancillary Document or any of the transactions contemplated hereby matters relating thereto (collectively, the “Transaction Litigation”) commenced or to the knowledge of Acquiror or the Companyagainst, as applicable, threatened in writing against (a) in the case of Acquiror, AcquirorCascadia, any of Acquiror’s controlled Affiliates the Cascadia Parties or any of their respective officers, directors, employees or stockholders Representatives (in their capacity as sucha Representative of a Cascadia Party) or (b) or, in the case of the Company, the Company, any of the Company’s Subsidiaries or controlled Affiliates other Group Company or any of their respective officers, directors, employees or stockholders Representatives (in their capacity as sucha Representative of a Group Company). Acquiror Cascadia and the Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation and (iv) reasonably cooperate with each other with respect to any Transaction Litigationother; provided, however, that in no event shall (x) the CompanyCascadia, any of the Company’s Affiliates other Cascadia Party or any of their respective officers, directors or employees Representatives settle or compromise any Transaction Litigation without the prior written consent of Acquiror the Company (not to be unreasonably withheld, conditioned or delayed) ), or (y) Acquiror, any of Acquiror’s Affiliates Group Company or any of their respective officers, directors or employees Representatives settle or compromise any Transaction Litigation without the Company’s prior written consent of Cascadia (not to be unreasonably withheld, conditioned or delayed).

Transaction Litigation. From and after the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its terms, AcquirorHolicity, on the one hand, and the Company, on the other hand, shall each notify the other in writing promptly after learning of any stockholder demand (or threat thereof) demands or other stockholder claim, action, suit, audit, examination, arbitration, mediation, inquiry, Legal Proceeding, or investigation, whether or not before any Governmental Authority Actions (including derivative claims), ) relating to this Agreement, any Ancillary Agreement or any of the transactions contemplated hereby matters relating thereto (collectively, the “Transaction Litigation”) commenced or to the knowledge of Acquiror or the Companyagainst, as applicable, threatened in writing against (a) in the case of AcquirorHolicity, Acquiror, any of Acquiror’s controlled Affiliates it or any of their respective officers, directors, employees or stockholders its Representatives (in their capacity as sucha representative of Holicity) or (b) or, in the case of the Company, the Company, any of the Company’s Subsidiaries or controlled Affiliates it or any of their respective officers, directors, employees or stockholders its Representatives (in their capacity as sucha representative of the Company). Acquiror Holicity and the Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, Litigation and (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation Litigation. Notwithstanding the foregoing, subject to and (iv) reasonably cooperate with each without limiting the covenants and agreements, and the rights of the other with respect to party set forth in the immediately preceding sentence, Holicity shall control the negotiation, defense and settlement of any Transaction LitigationLitigation brought against Holicity or any of its Representatives and the Company shall control the negotiation, defense and settlement of any Transaction Litigation brought against the Company or any of its Representatives; provided, however, that in no event shall (x) the Company, any of the Company’s Affiliates either party or any of their respective officers, directors or employees Representatives settle or compromise any Transaction Litigation without the prior written consent of Acquiror the other party (not to be unreasonably withheld, conditioned or delayed, provided that it shall be deemed to be reasonable for the other party to withhold, condition or delay its consent if any such settlement or compromise (A) does not provide for a legally binding, full, unconditional and irrevocable release of the other party and any Representative of such party that is the subject of such Transaction Litigation, (B) provides for (x) the payment of cash any portion of which is payable by the other party or any Representative of such party or (y) Acquirorany non-monetary, any injunctive, equitable or similar relief against the other party or (C) contains an admission of Acquiror’s Affiliates wrongdoing or lability by the other party or any of their respective officers, directors or employees settle or compromise any Transaction Litigation without the Company’s prior written consent (not to be unreasonably withheld, conditioned or delayedits Representatives).

Transaction Litigation. From and after the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its terms, AcquirorQell and Holdco, on the one hand, and the Company, on the other hand, shall each notify the other in writing promptly after learning of any stockholder demand (or threat thereof) shareholder demands or other stockholder claim, action, suit, audit, examination, arbitration, mediation, inquiry, Legal Proceeding, or investigation, whether or not before any Governmental Authority shareholder Proceeding (including derivative claims), ) relating to this Agreement, any Ancillary Document or any of the transactions contemplated hereby matters relating thereto (collectively, the “Transaction Litigation”) commenced or to the knowledge of Acquiror or the Companyagainst, as applicable, threatened in writing against (a) in the case of AcquirorQell or Holdco, Acquiror, any of Acquiror’s controlled Affiliates it or any of their respective officers, directors, employees or stockholders its Representatives (in their capacity as sucha representative of Qell or Holdco) or (b) or, in the case of the Company, the Company, any of the Company’s Subsidiaries or controlled Affiliates it or any of their respective officers, directors, employees or stockholders its Representatives (in their capacity as sucha representative of the Company). Acquiror Qell and Holdco, on the one hand, and the Company Company, on the other hand, shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, Litigation and (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation Litigation. Notwithstanding the foregoing, subject to and (iv) reasonably cooperate with each without limiting the covenants and agreements, and the rights of the other with respect to party set forth in the immediately preceding sentence, Qell and Holdco shall control the negotiation, defense and settlement of any Transaction LitigationLitigation brought against Qell, Holdco or any of their Representatives and the Company shall control the negotiation, defense and settlement of any Transaction Litigation brought against the Company or any of its Representatives; provided, however, that in no event shall (x) the Company, any of the Company’s Affiliates Qell or Holdco or any of their respective officers, directors or employees Representatives settle or compromise any Transaction Litigation without the prior written consent of Acquiror the Company nor shall the Company settle or compromise any Transaction Litigation without the prior written consent of Qell (in each such case, the consent of Qell, Holdco or Company (as applicable) not to be unreasonably withheld, conditioned or delayed, provided that it shall be deemed to be reasonable for a party to withhold, condition or delay its consent if any such settlement or compromise (A) does not provide for a legally binding, full, unconditional and irrevocable release of such party and any Representative of such party that is the subject of such Transaction Litigation, (B) provides for (x) the payment of cash any portion of which is payable by such party or any Representative of such party or (y) Acquirorany non-monetary, any injunctive, equitable or similar relief against such party or (C) contains an admission of Acquiror’s Affiliates wrongdoing or lability by such party or any of their respective officers, directors or employees settle or compromise any Transaction Litigation without the Company’s prior written consent (not to be unreasonably withheld, conditioned or delayedits Representatives).

Transaction Litigation. From and after the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its terms, AcquirorParent, on the one hand, and the Company, on the other hand, shall each notify the other promptly after learning of any stockholder demand (or threat thereof) or other stockholder claim, action, suit, audit, examination, arbitration, mediation, inquiry, Legal ProceedingAction, or investigation, whether or not before any Governmental Authority (including derivative claims), relating to this Agreement, or any of the transactions contemplated hereby (collectively, “Transaction Litigation”) commenced or to the knowledge Knowledge of Acquiror Parent or the Company, as applicable, threatened in writing against (ax) in the case of AcquirorParent, AcquirorParent, any of AcquirorParent’s controlled Affiliates or any of their respective officers, directors, employees or stockholders (in their capacity as such) or (by) in the case of the Company, the Company, any of the Company’s Subsidiaries or controlled Affiliates or any of their respective officers, directors, employees or stockholders (in their capacity as such). Acquiror Parent and the Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation and (iv) reasonably cooperate with each other with respect to any Transaction Litigation; provided, however, that in no event shall (x) the Company, any of the Company’s Affiliates or any of their respective officers, directors or employees settle or compromise any Transaction Litigation without the prior written consent of Acquiror Parent (not to be unreasonably withheld, conditioned or delayed) or (y) AcquirorParent, any of AcquirorParent’s Affiliates or any of their respective officers, directors or employees settle or compromise any Transaction Litigation without the Company’s prior written consent (not to be unreasonably withheld, conditioned or delayed).

Transaction Litigation. From and after the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its terms, AcquirorDCRC, on the one hand, and the Company, on the other hand, shall each notify the other in writing promptly after learning of any stockholder demand (or threat thereof) demands or other stockholder claim, action, suit, audit, examination, arbitration, mediation, inquiry, Legal Proceeding, or investigation, whether or not before any Governmental Authority actions (including derivative claims), ) relating to this Agreement, any Ancillary Agreements or any of the transactions contemplated hereby matters relating thereto (collectively, the “Transaction Litigation”) commenced or to the knowledge of Acquiror or the Companyagainst, as applicable, threatened in writing against (a) in the case of Acquiror, AcquirorDCRC, any of Acquiror’s controlled Affiliates DCRC or any of their its respective officers, directors, employees or stockholders Representatives (in their capacity as sucha Representative of DCRC) or (b) or, in the case of the Company, the Company, any of the Company’s Subsidiaries or controlled Affiliates Company or any of their respective officers, directors, employees or stockholders its Representatives (in their capacity as sucha Representative of the Company). Acquiror DCRC and the Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation and (iv) reasonably cooperate with each other with respect to any Transaction Litigationother; provided, however, that in no event shall (x) the Company, any of the Company’s Affiliates DCRC or any of their its respective officers, directors or employees Representatives settle or compromise any Transaction Litigation without the prior written consent of Acquiror the Company (not to be unreasonably withheld, conditioned or delayed) ), or (y) Acquiror, any of Acquiror’s Affiliates or any of their respective officers, directors or employees Company Representatives settle or compromise any Transaction Litigation without the Company’s prior written consent of DCRC (not to be unreasonably withheld, conditioned or delayed).

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

Transaction Litigation. From and after the date of this Agreement until the earlier of the Closing or and the termination of this Agreement in accordance with its terms, AcquirorAHAC, on the one hand, and the Company, on the other hand, shall each notify the other promptly after learning of any stockholder demand (or threat thereof) or other stockholder Proceeding, claim, actioninvestigation, suit, audit, examination, arbitration, mediation, examination or inquiry, Legal Proceeding, or investigation, whether or not before any Governmental Authority Entity (including derivative claims), relating to this Agreement, or any of the transactions contemplated hereby (collectively, “Transaction Litigation”) commenced or, to the knowledge of AHAC or to the knowledge of Acquiror or the Company, as applicable, threatened in writing against (a) in the case of AcquirorAHAC, AcquirorAHAC, any of AcquirorAHAC’s controlled Affiliates or any of their respective officers, directors, employees Representatives or stockholders (in their capacity as such) or (b) in the case of the Company, the Company, any of the Company’s Subsidiaries or controlled Affiliates or any of their respective officers, directors, employees Representatives or stockholders (in their capacity as such). Acquiror AHAC and the Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation Litigation, and (iv) reasonably cooperate with each other with respect to any Transaction Litigation; provided, however, that in no event shall (x) the Company, any of the Company’s Affiliates or any of their respective officers, directors or employees settle or compromise any Transaction Litigation without the prior written consent of Acquiror AHAC (such consent not to be unreasonably withheld, conditioned or delayed) or (y) AcquirorAHAC, any of AcquirorAHAC’s Affiliates or any of their respective officers, directors or employees Representatives settle or compromise any Transaction Litigation without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed).

Transaction Litigation. From and after During the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its termsInterim Period, AcquirorDYNS, on the one hand, and the Company, on the other hand, shall each notify the other promptly after learning of any stockholder demand (or threat thereof) or other stockholder Proceeding, claim, actioninvestigation, suit, audit, examination, arbitration, mediation, examination or inquiry, Legal Proceeding, or investigation, whether or not before any Governmental Authority Entity (including derivative claims), relating to this Agreement, or any of the transactions contemplated hereby (collectively, “Transaction Litigation”) commenced or, to the knowledge of DYNS or to the knowledge of Acquiror or the Company, as applicable, threatened in writing against (a) in the case of AcquirorDYNS, AcquirorDYNS, any of AcquirorDYNS’s controlled Affiliates or any of their respective officers, directors, employees Representatives or stockholders (in their capacity as such) ), or (b) in the case of the Company, the Company, any of the Company’s Subsidiaries or controlled Affiliates or any of their respective officers, directors, employees Representatives or stockholders (in their capacity as such). Acquiror DYNS and the Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation Litigation, and (iv) reasonably cooperate with each other with respect to any Transaction Litigation; provided, however, that in no event shall (x) the Company, any of the Company’s Affiliates or any of their respective officers, directors or employees Representatives settle or compromise any Transaction Litigation without the prior written consent of Acquiror DYNS (such consent not to be unreasonably withheld, conditioned or delayed) or (y) AcquirorDYNS, any of AcquirorDYNS’s Affiliates or any of their respective officers, directors or employees Representatives settle or compromise any Transaction Litigation without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed).

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

Transaction Litigation. From and after the date of this Agreement until the earlier of the Closing or and the termination of this Agreement in accordance with its terms, AcquirorALPA, on the one hand, and the Company, on the other hand, shall each notify the other promptly after learning of any stockholder demand (or threat thereof) or other stockholder Proceeding, claim, actioninvestigation, suit, audit, examination, arbitration, mediation, examination or inquiry, Legal Proceeding, or investigation, whether or not before any Governmental Authority Entity (including derivative claims), relating to this Agreement, or any of the transactions contemplated hereby (collectively, “Transaction Litigation”) commenced or, to the knowledge of ALPA or to the knowledge of Acquiror or the Company, as applicable, threatened in writing against (a) in the case of AcquirorALPA, AcquirorALPA, any of AcquirorALPA’s controlled Affiliates or any of their respective officers, directors, employees Representatives or stockholders (in their capacity as such) or (b) in the case of the Company, the Company, any of the Company’s Subsidiaries or controlled Affiliates or any of their respective officers, directors, employees Representatives or stockholders (in their capacity as such). Acquiror ALPA and the Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation Litigation, and (iv) reasonably cooperate with each other with respect to any Transaction Litigation; provided, however, that in no event shall (x) the Company, any of the Company’s Affiliates or any of their respective officers, directors or employees settle or compromise any Transaction Litigation without the prior written consent of Acquiror ALPA (such consent not to be unreasonably withheld, conditioned or delayed) or (y) AcquirorALPA, any of AcquirorALPA’s Affiliates or any of their respective officers, directors or employees Representatives settle or compromise any Transaction Litigation without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed).

Transaction Litigation. From and after the date of this Agreement until Until the earlier of the Closing or and the termination of this Agreement in accordance with its terms, Acquirorthe Carmell Parties, on the one hand, and the Company, on the other hand, shall each notify the other promptly after learning of any stockholder demand (or threat thereof) or other stockholder Proceeding, claim, actioninvestigation, suit, audit, examination, arbitration, mediation, examination or inquiry, Legal Proceeding, or investigation, whether or not before any Governmental Authority Entity (including derivative claims), relating to this Agreement, or any of the transactions contemplated hereby (collectively, “Transaction Litigation”) commenced or, to the knowledge of the Carmell Parties or to the knowledge of Acquiror or the Company, as applicable, threatened in writing against (a) in the case of Acquirorthe Carmell Parties, Acquirorthe Carmell Parties, any of Acquiror’s controlled their Affiliates or any of their respective officers, directors, employees Representatives or stockholders (in their capacity as such) or (b) in the case of the Company, the Company, any of the Company’s Subsidiaries or controlled Affiliates or any of their respective officers, directors, employees Representatives or stockholders (in their capacity as such). Acquiror The Carmell Parties and the Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation Litigation, and (iv) reasonably cooperate with each other with respect to any Transaction Litigation; provided, however, that in no event shall (x) the Company, any of the Company’s Affiliates or any of their respective officers, directors or employees settle or compromise any Transaction Litigation without the prior written consent of Acquiror ▇▇▇▇▇▇▇ (such consent not to be unreasonably withheld, conditioned or delayed) or (y) Acquirorthe Carmell Parties, any of Acquiror’s their Affiliates or any of their respective officers, directors or employees Representatives settle or compromise any Transaction Litigation without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed).

Transaction Litigation. From and after During the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its termsInterim Period, AcquirorSPAC, on the one hand, and the Company, on the other hand, shall each notify the other promptly after learning of any stockholder demand (or threat thereof) or other stockholder Proceeding, claim, actioninvestigation, suit, audit, examination, arbitration, mediation, examination or inquiry, Legal Proceeding, or investigation, whether or not before any Governmental Authority Entity (including derivative claims), relating to this Agreement, or any of the transactions contemplated hereby (collectively, “Transaction Litigation”) commenced or, to the knowledge of SPAC or to the knowledge of Acquiror or the Company, as applicable, threatened in writing against (a) in the case of AcquirorSPAC, AcquirorSPAC, any of AcquirorSPAC’s controlled Affiliates or any of their respective officers, directors, employees Representatives or stockholders (in their capacity as such) ), or (b) in the case of the Company, the Company, any of the Company’s Subsidiaries or controlled Affiliates or any of their respective officers, directors, employees Representatives or stockholders (in their capacity as such). Acquiror SPAC and the Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation Litigation, and (iv) reasonably cooperate with each other with respect to any Transaction Litigation; provided, however, that in no event shall (x) the Company, any of the Company’s Affiliates or any of their respective officers, directors or employees Representatives settle or compromise any Transaction Litigation without the prior written consent of Acquiror SPAC (such consent not to be unreasonably withheld, conditioned or delayed) or (y) AcquirorSPAC, any of AcquirorSPAC’s Affiliates or any of their respective officers, directors or employees Representatives settle or compromise any Transaction Litigation without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed).

Transaction Litigation. From and after the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its terms, AcquirorIIAC, on the one hand, and the Company, on the other hand, shall each notify the other in writing promptly after learning of any stockholder demand (or threat thereof) shareholder demands or other stockholder claim, action, suit, audit, examination, arbitration, mediation, inquiry, Legal Proceeding, or investigation, whether or not before any Governmental Authority shareholder Proceedings (including derivative claims), ) relating to this Agreement, any Ancillary Document or any of the transactions contemplated hereby matters relating thereto (collectively, the “Transaction Litigation”) commenced or to the knowledge of Acquiror or the Companyagainst, as applicable, threatened in writing against (a) in the case of AcquirorIIAC, Acquiror, any of Acquiror’s controlled Affiliates IIAC or any of their respective officers, directors, employees or stockholders its Representatives (in their capacity as sucha Representative of IIAC) or (b) or, in the case of the Company, the Company, any of the Company’s Subsidiaries or controlled Affiliates other Group Company or any of their respective officers, directors, employees or stockholders Representatives (in their capacity as sucha Representative of a Group Company). Acquiror IIAC and the Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation and (iv) reasonably cooperate with each other with respect to any such Transaction Litigation. Subject to the Company’s compliance with, and the rights of IIAC set forth in, the immediately preceding sentence, the Company shall control the negotiation, defense and settlement of any such Transaction Litigation commenced against the Company, Merger Sub or any of their respective Representatives (in their capacity as a representative of the Company or Merger Sub, as applicable); provided, however, that in no event shall (x) the Company, any of the Company’s Affiliates Company or any of their respective officers, directors or employees its Representatives settle or compromise any Transaction Litigation without the prior written consent of Acquiror (not to be unreasonably withheld, conditioned or delayed) or (y) Acquiror, any of Acquiror’s Affiliates or any of their respective officers, directors or employees settle or compromise any Transaction Litigation without the Company’s prior written consent IIAC (not to be unreasonably withheld, conditioned or delayed). Subject to IIAC’s compliance with, and the rights of the Company set forth in, the second preceding sentence, IIAC shall control the negotiation, defense and settlement of any such Transaction Litigation commenced against IIAC or any of its Representatives (in their capacity as a representative of IIAC); provided, however, that in no event shall IIAC or any of its Representatives settle or compromise any Transaction Litigation without the prior written consent of the Company (not to be unreasonably withheld, conditioned or delayed), unless such settlement (other than immaterial, procedural or ministerial matters or matters ancillary to the following clauses (A) and (B)) is limited to (A) supplemental disclosures furnished to or filed with the SEC and related to the transactions contemplated by this Agreement or the Ancillary Documents or (B) monetary payments that are not materially in excess of the amounts otherwise covered under the insurance policies of IIAC (for this purpose ignoring any deductible, retention or similar amounts thereunder), in which case, the prior written consent of the Company shall not be required.

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

Transaction Litigation. From and after During the date of this Agreement until the earlier of the Pre-Closing or termination of this Agreement in accordance with its termsPeriod, AcquirorPurchaser, on the one hand, and the CompanySellers, on the other hand, shall each notify the other promptly after learning of any stockholder shareholder demand (or threat thereof) or other stockholder claim, action, suit, audit, examination, arbitration, mediation, inquiry, Action or Legal Proceeding, or investigationProceeding brought by a shareholder, whether or not before any Governmental Authority Entity (including derivative claims), relating to this Agreement, or any of the transactions contemplated hereby (collectively, “Transaction Litigation”) ), commenced or to the knowledge of Acquiror or the Company, as applicable, threatened in writing against (a) in the case of AcquirorPurchaser, AcquirorPurchaser, any of AcquirorPurchaser’s controlled Affiliates or any of their respective officers, directors, employees directors or stockholders officers (in their capacity as such) ), or (b) in the case of the CompanySellers, the CompanySellers, any of the Company’s Subsidiaries or controlled their Affiliates or any of their respective officersmanagers, directors, employees directors or stockholders officers (in their capacity as such). Acquiror Purchaser and the Company Sellers shall each (i) keep the other party reasonably informed regarding any Transaction Litigation, (ii) give the other party the opportunity to, at its such other party’s own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other party in connection with the defense, settlement and compromise of any such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation Litigation, and (iv) reasonably cooperate with each other with respect to any Transaction Litigation; provided, however, that in no event shall (x) the CompanySellers, any of the Company’s Sellers’ Affiliates or any of their respective officers, directors or employees Representatives settle or compromise any Transaction Litigation without the prior written consent of Acquiror Purchaser (such consent not to be unreasonably withheld, conditioned or delayed) or (y) AcquirorPurchaser, any of AcquirorPurchaser’s Affiliates or any of their respective officers, directors or employees Representatives settle or compromise any Transaction Litigation without the CompanyFactor’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed).