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 the termination of this Agreement in accordance with its terms, the 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 demands or other shareholder or stockholder Proceedings (including derivative claims) relating to this Agreement, any other Transaction Document or any other matters relating thereto (collectively, “Transaction Litigation”) commenced against, in the case of the SPAC, it, its Affiliates or their respective Representatives (in their capacity as Representatives) or, in the case of the Company, any Company Parties, their Affiliates or any of their respective Representatives (in their capacity as Representatives). 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. Notwithstanding the foregoing, subject to and without limiting the covenants and agreements, and the rights of the other Party set forth in the immediately preceding sentence, the SPAC or its Affiliates shall control the negotiation, defense and settlement of any Transaction Litigation 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 either Party, its Affiliates, or any of their respective Representatives settle or compromise any Transaction Litigation without the prior written consent of the 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 the termination of this Agreement in accordance with its terms, the SPACAcquiror, on the one hand, and the Company, on the other hand, shall each notify the other in writing promptly after learning of any shareholder stockholder demand (or stockholder demands threat thereof) or other shareholder stockholder claim, action, suit, audit, examination, arbitration, mediation, inquiry, Legal Proceeding, or stockholder Proceedings investigation, whether or not before any Governmental Authority (including derivative claims) ), relating to this Agreement, any other Transaction Document or any other matters relating thereto of the transactions contemplated hereby (collectively, “Transaction Litigation”) commenced againstor to the knowledge of Acquiror or the Company, as applicable, threatened in writing against (a) in the case of the SPACAcquiror, itAcquiror, its any of Acquiror’s controlled Affiliates or any of their respective Representatives officers, directors, employees or stockholders (in their capacity as Representativessuch) or, or (b) in the case of the Company, the Company, any Company Parties, their of the Company’s Subsidiaries or controlled Affiliates or any of their respective Representatives officers, directors, employees or stockholders (in their capacity as Representativessuch). The SPAC 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, and (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. Notwithstanding ; provided, however, that in no event shall (x) the foregoingCompany, subject to and without limiting the covenants and agreements, and the rights any of the other Party set forth in the immediately preceding sentence, the SPAC or its Affiliates shall control the negotiation, defense and settlement of any Transaction Litigation brought against the SPAC or its Company’s Affiliates or any of their respective Representativesofficers, and the Company directors 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 either Party, its Affiliates, or any of their respective Representatives 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 other Party 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, the 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 demands or other shareholder or stockholder Legal Proceedings (including derivative claims) relating to this Agreement, any other Transaction Document Agreement or any other matters relating thereto (collectively, “Transaction Litigation”) commenced against, in the case of the SPAC, it, its Affiliates or their respective Representatives (in their capacity as Representatives) or, in the case of the Company, any Company Partiesit, their its Affiliates or any of their respective Representatives (in their capacity as Representatives). 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, Litigation and (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation. Notwithstanding the foregoing, subject to and without limiting the covenants and agreements, and the rights of the other Party set forth in the immediately preceding sentence, the SPAC or its Affiliates shall control the negotiation, defense and settlement of any Transaction Litigation 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 either Party, its Affiliates, or any of their respective Representatives settle or compromise any Transaction Litigation without the prior written consent of the 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 Acquisition Merger Closing or the termination of this Agreement in accordance with its terms, the 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 demands or demands, other shareholder or stockholder Proceedings Actions (including derivative claims) or Actions brought by any third-party relating to this Agreement, any other Transaction Document related agreements or any other matters relating thereto (collectively, the “Transaction Litigation”) commenced against, in the case of the SPAC, it, any of SPAC or its Affiliates or their respective Representatives (in their capacity as Representatives) or, in the case of the Company, any Company Parties, their Affiliates Subsidiaries or any of their respective Representatives (in their capacity as Representativesa Representative of SPAC or any of its Subsidiaries), or, in the case of the Company, any of the Company or its Subsidiaries or any of their respective Representatives (in their capacity as a Representative of the Company or any of its Subsidiaries). 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. Notwithstanding the foregoing, subject to Litigation and without limiting the covenants and agreements, and the rights of the other Party set forth in the immediately preceding sentence, the SPAC or its Affiliates shall control the negotiation, defense and settlement of any Transaction Litigation 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(iv) reasonably cooperate with each other; provided, however, that prior to the Closing in no event shall either Party, (x) SPAC or any of its Affiliates, Subsidiaries or any of their respective Representatives settle or compromise any Transaction Litigation without the prior written consent of the other Party Company (not to be unreasonably withheld, conditioned or delayed), or (y) the Company or any of its Subsidiaries any or any of their respective Representatives settle or compromise any Transaction Litigation without the 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 the termination of this Agreement in accordance with its terms, the SPACAcquiror, on the one hand, and the Company, on the other hand, shall each notify the other in writing promptly after learning of any shareholder demand (or stockholder demands threat thereof) or other shareholder claim, action, suit, audit, examination, arbitration, mediation, inquiry, Legal Proceeding, or stockholder Proceedings investigation, whether or not before any Governmental Authority (including derivative claims) ), relating to this Agreement, any other Transaction Document or any other matters relating thereto of the transactions contemplated hereby (collectively, “Transaction Litigation”) commenced againstor to the knowledge of Acquiror or the Company, as applicable, threatened in writing against (x) in the case of the SPACAcquiror, itAcquiror, its any of Acquiror’s controlled Affiliates or any of their respective Representatives officers, directors, employees or shareholders (in their capacity as Representativessuch) or, or (y) in the case of the Company, the Company, any Company Parties, their of the Company’s Subsidiaries or controlled Affiliates or any of their respective Representatives officers, directors, employees or shareholders (in their capacity as Representativessuch). The SPAC 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, and (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. Notwithstanding ; provided, however, that in no event shall (x) the foregoingCompany, subject to and without limiting the covenants and agreements, and the rights any of the other Party set forth in the immediately preceding sentence, the SPAC or its Affiliates shall control the negotiation, defense and settlement of any Transaction Litigation brought against the SPAC or its Company’s Affiliates or any of their respective Representativesofficers, and the Company directors 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 either Party, its Affiliates, or any of their respective Representatives 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 other Party 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 the termination of this Agreement in accordance with its termsInterim Period, the SPACParent, on the one hand, and the Company, on the other hand, shall each notify the other in writing Party promptly after learning of any shareholder equity holder demand, or stockholder demands threat thereof, or other shareholder equity holder Legal Proceeding, examination, arbitration, mediation or stockholder Proceedings (inquiry, whether or not before any Governmental Authority and including derivative claims) , relating to this Agreement, any other Transaction Document Agreement or any other matters relating thereto of the transactions contemplated hereby (collectively, “Transaction Litigation”), in any case commenced or to the knowledge of Parent or the Company, as applicable, threatened in writing against (a) commenced against, in the case of the SPACParent, itParent, its any of Parent’s controlled Affiliates or any of their respective Representatives officers, directors, managers, employees, stockholders or members (in their capacity as Representativessuch) or, or (b) in the case of the Company, the Company, any Company Parties, their of the Company’s controlled Affiliates or any of their respective Representatives officers, directors, managers, employees, stockholders or members (in their capacity as Representativessuch). The SPAC 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, and (iii) consider in good faith the otherother Party’s advice with respect to any such Transaction Litigation. Notwithstanding the foregoing, subject to Litigation and without limiting the covenants and agreements, and the rights of (iv) reasonably cooperate with the other Party set forth in the immediately preceding sentence, the SPAC or its Affiliates shall control the negotiation, defense and settlement of with respect to any Transaction Litigation brought against Litigation. In no event shall (A) the SPAC or Company, its controlled Affiliates or any of their respective Representativesofficers, and the Company directors, managers, employees, stockholders 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 either Party, its Affiliates, or any of their respective Representatives members settle or compromise any Transaction Litigation without the prior written consent of the other Party (Parent, such consent not to be unreasonably withheld, conditioned or delayed), or (B) Parent, any of Parent’s controlled Affiliates or any of their respective officers, directors, managers, employees, stockholders or 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, the SPACGX, 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 shareholder or stockholder demands or other shareholder or stockholder Proceedings Actions (including derivative claims) relating to this Agreement, any other Transaction Document Ancillary Agreement or any other matters relating hereto or thereto (collectively, the “Transaction Litigation”) commenced against, in the case of the SPACGX, it, GX or any of its Affiliates or their respective Representatives representatives (in their capacity as Representativessuch) or, in the case of the Company, any Company Partiesthe Company, their Affiliates its Subsidiaries or any of their respective Representatives representatives (in their capacity as Representativessuch). The SPAC 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 LitigationLitigation and (iv) reasonably cooperate with each other. Notwithstanding the foregoing, subject to and without limiting the covenants and agreements, and the rights of the other Party set forth in the immediately preceding sentence, the SPAC or its Affiliates In no event shall control the negotiation, defense and settlement of any Transaction Litigation brought against the SPAC or its Affiliates (x) GX or any of its representatives (in 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 either Party, its Affiliates, or any of their respective Representatives capacity as such) settle or compromise any Transaction Litigation without the prior written consent of the other Party Company (not to be unreasonably unreasonable withheld, conditioned or delayed) or (y) the Company or any of its Subsidiaries or their respective representatives (in their capacity as such) settle or compromise any Transaction Litigation without the prior written consent of GX (not to be unreasonable withheld, conditioned or delayed).

Transaction Litigation. From and after During the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its termsInterim Period, the 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 stockholder demand (or stockholder demands threat thereof) or other shareholder stockholder Proceeding, claim, investigation, examination or stockholder Proceedings inquiry, whether or not before any Governmental Entity (including derivative claims) ), relating to this Agreement, any other Transaction Document or any other matters relating thereto of the transactions contemplated hereby (collectively, “Transaction Litigation”) commenced againstor, to the knowledge of SPAC or to the knowledge of the Company, as applicable, threatened in writing against (a) in the case of the SPAC, itSPAC, its any of SPAC’s Affiliates or any of their respective Representatives or stockholders (in their capacity as Representativessuch), or (b) or, in the case of the Company, the Company, any Company Parties, their of the Company’s Affiliates or any of their respective Representatives or stockholders (in their capacity as Representativessuch). 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. Notwithstanding the foregoing, subject to and without limiting the covenants and agreements, and the rights of the (iv) reasonably cooperate with each other Party set forth in the immediately preceding sentence, the SPAC or its Affiliates shall control the negotiation, defense and settlement of with respect to any Transaction Litigation 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 RepresentativesLitigation; provided, however, that prior to the Closing in no event shall either Party(x) the Company, its Affiliates, any of the Company’s Affiliates or any of their respective Representatives settle or compromise any Transaction Litigation without the prior written consent of SPAC (such consent not to be unreasonably withheld, conditioned or delayed) or (y) SPAC, any of SPAC’s Affiliates or any of their respective Representatives settle or compromise any Transaction Litigation without the other Party 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 the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the SPACHCM, on the one hand, and the CompanyMurano Parties, on the other hand, shall each notify the other in writing promptly after learning of any shareholder demand (or stockholder demands threat thereof) or other shareholder claim, action, suit, audit, examination, arbitration, mediation, inquiry, Legal Proceeding, or stockholder Proceedings investigation, whether or not before any Governmental Authority (including derivative claims) ), relating to this Agreement, any other Transaction Document or any other matters relating thereto of the transactions contemplated hereby (collectively, “Transaction Litigation”) commenced againstor to the knowledge of HCM or the Murano Parties, as applicable, threatened in writing against (a) in the case of the SPACHCM, it, its Affiliates or their respective Representatives (in their capacity as Representatives) or, in the case of the CompanyHCM, any Company Parties, their of HCM’s controlled Affiliates or any of their respective Representatives officers, directors, employees or shareholders (in their capacity as Representativessuch) or (b) in the case of the Murano Parties, the Murano Parties, any of their Subsidiaries or controlled Affiliates or any of their respective officers, directors, employees or shareholders (in their capacity as such). The SPAC 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, and (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation. Notwithstanding the foregoing, subject Litigation and (iv) reasonably cooperate with each other with respect to and without limiting the covenants and agreements, and the rights of the other Party set forth in the immediately preceding sentence, the SPAC or its Affiliates shall control the negotiation, defense and settlement of any Transaction Litigation brought against Litigation; provided, however, that in no event shall (x) the SPAC or its Murano Parties, any of their Affiliates or any of their respective Representativesofficers, and the Company directors 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 either Party, its Affiliates, or any of their respective Representatives employees settle or compromise any Transaction Litigation without the prior written consent of HCM (not to be unreasonably withheld, conditioned or delayed) or (y) HCM, any of HCM’s Affiliates or any of their respective officers, directors or employees settle or compromise any Transaction Litigation without the other Party 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 the termination of this Agreement in accordance with its termsInterim Period, the SPACPriveterra, on the one hand, and the Company, on the other hand, shall each notify the other in writing promptly after learning of any shareholder stockholder demand (or stockholder demands threat thereof) or other shareholder stockholder Proceeding, claim, investigation, examination or stockholder Proceedings inquiry, whether or not before any Governmental Entity (including derivative claims) ), relating to this Agreement, any other Transaction Document or any other matters relating thereto of the transactions contemplated hereby (collectively, “Transaction Litigation”) commenced againstor, to the knowledge of Priveterra or to the knowledge of the Company, as applicable, threatened in writing against (a) in the case of the SPACPriveterra, itPriveterra, its any of Priveterra’s Affiliates or any of their respective Representatives or stockholders (in their capacity as Representativessuch), or (b) or, in the case of the Company, the Company, any Company Parties, their of the Company’s Affiliates or any of their respective Representatives or stockholders (in their capacity as Representativessuch). The SPAC 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, and (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation. Notwithstanding the foregoing, subject to and without limiting the covenants and agreements, and the rights of the (iv) reasonably cooperate with each other Party set forth in the immediately preceding sentence, the SPAC or its Affiliates shall control the negotiation, defense and settlement of with respect to any Transaction Litigation 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 RepresentativesLitigation; provided, however, that prior to the Closing in no event shall either Party(x) the Company, its Affiliates, any of the Company’s Affiliates or any of their respective Representatives settle or compromise any Transaction Litigation without the prior written consent of Priveterra (such consent not to be unreasonably withheld, conditioned or delayed) or (y) Priveterra, any of Priveterra’s Affiliates or any of their respective Representatives settle or compromise any Transaction Litigation without the other Party 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, the 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 demands or other shareholder or stockholder Legal Proceedings (including derivative claims) relating to this Agreement, any other Transaction Document Agreement or any other matters relating thereto (collectively, “Transaction Litigation”) commenced against, in the case of the SPAC, it, its Affiliates or their respective Representatives (in their capacity as Representatives) or, in the case of the Company, any Company Partiesit, their its Affiliates or any of their respective Representatives (in their capacity as Representatives). 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 (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. Notwithstanding the foregoing, subject to and without limiting the covenants and agreements, and the rights of the other Party set forth in the immediately preceding sentence, the SPAC or its Affiliates shall control the negotiation, defense and settlement of any Transaction Litigation 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 either Party, its Affiliates, or any of their respective Representatives settle or compromise any Transaction Litigation without the prior written consent of the 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 the termination of this Agreement in accordance with its terms, the 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 demands or other shareholder or stockholder Legal Proceedings (including derivative claims) relating to this Agreement, any other Transaction Document Agreement or any other matters relating thereto (collectively, “Transaction Litigation”) commenced against, in the case of the SPAC, it, its Affiliates or their respective Representatives (in their capacity as Representatives) or, in the case of the Company, any Company Partiesit, their its Affiliates or any of their respective Representatives (in their capacity as Representatives). 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. Notwithstanding the foregoing, subject to and without limiting the covenants and agreements, and the rights of the other Party set forth in the immediately preceding sentence, the SPAC or its Affiliates shall control the negotiation, defense and settlement of any Transaction Litigation 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 either Party, its Affiliates, or any of their respective Representatives settle or compromise any Transaction Litigation without the prior written consent of the 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, the SPACAcquiror, on the one hand, and the Company, on the other hand, shall each notify the other in writing promptly after learning of any shareholder demand (or stockholder demands threat thereof) or other shareholder Proceeding brought on behalf of an Acquiror Stockholder or stockholder Proceedings Holder, respectively, whether or not before any Governmental Entity (including derivative claims) ), relating to this Agreement, any other Transaction Document Agreement or any other matters relating thereto the Transactions (collectively, “Transaction Litigation”) commenced againstor, to the knowledge of Acquiror or to the knowledge of the Company, as applicable, threatened in writing against (a) in the case of the SPACAcquiror, itAcquiror, its any of Acquiror’s Affiliates or any of their respective Representatives officers, directors, managers, employees, or stockholders or members (in their capacity as Representativessuch) or, or (b) in the case of the Company, any Company PartiesGroup Member, their any of the Company Group’s controlled Affiliates or any of their respective Representatives officers, directors, managers, employees or members (in their capacity as Representativessuch). The SPAC 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, and (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation. Notwithstanding the foregoing, subject to and without limiting the covenants and agreements, and the rights (iv) reasonably cooperate with each other with respect to any Transaction Litigation; provided, however, that in no event shall (x) any Company Group Member, any of the other Party set forth in the immediately preceding sentence, the SPAC or its Affiliates shall control the negotiation, defense and settlement of any Transaction Litigation brought against the SPAC or its Company Group’s Affiliates or any of their respective Representativesofficers, and the Company directors, managers 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 either Party, its Affiliates, or any of their respective Representatives 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, managers or employees settle or compromise any Transaction Litigation without the other Party 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 Pre-Closing or the termination of this Agreement in accordance with its termsPeriod, the SPACPurchaser, on the one hand, and the CompanySellers, on the other hand, shall each notify the other in writing promptly after learning of any shareholder or stockholder demands demand or other shareholder Action or stockholder Proceedings Legal Proceeding brought by a shareholder, whether or not before any Governmental Entity (including derivative claims) ), relating to this Agreement, any other Transaction Document or any other matters relating thereto of the transactions contemplated hereby (collectively, “Transaction Litigation”), commenced against (a) commenced against, in the case of the SPACPurchaser, itPurchaser, its any of Purchaser’s Affiliates or any of their respective Representatives directors or officers (in their capacity as Representativessuch), or (b) or, in the case of the CompanySellers, Sellers, any Company Parties, of their Affiliates or any of their respective Representatives managers, directors or officers (in their capacity as Representativessuch). The SPAC 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, and (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation. Notwithstanding the foregoing, subject to and without limiting the covenants and agreements, and the rights of the (iv) reasonably cooperate with each other Party set forth in the immediately preceding sentence, the SPAC or its Affiliates shall control the negotiation, defense and settlement of with respect to any Transaction Litigation 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 RepresentativesLitigation; provided, however, that prior to the Closing in no event shall either Party(x) Sellers, its Affiliates, any of Sellers’ Affiliates or any of their respective Representatives settle or compromise any Transaction Litigation without the prior written consent of the other Party Purchaser (such consent not to be unreasonably withheld, conditioned or delayed) or (y) Purchaser, any of Purchaser’s Affiliates or any of their respective Representatives settle or compromise any Transaction Litigation without Factor’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 the termination of this Agreement in accordance with its termsInterim Period, the 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 stockholder demand (or stockholder demands threat thereof) or other shareholder stockholder Proceeding, claim, investigation, examination or stockholder Proceedings inquiry, whether or not before any Governmental Entity (including derivative claims) ), relating to this Agreement, any other Transaction Document or any other matters relating thereto of the transactions contemplated hereby (collectively, “Transaction Litigation”) commenced againstor, to the knowledge of SPAC or to the knowledge of the Company, as applicable, threatened in writing against (a) in the case of the SPAC, itSPAC, its any of SPAC’s Affiliates or any of their respective Representatives or stockholders (in their capacity as Representativessuch), or (b) or, in the case of the Company, the Company, any Company Parties, their of the Company’s Affiliates or any of their respective Representatives or stockholders (in their capacity as Representativessuch). 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. Notwithstanding the foregoing, subject to and without limiting the covenants and agreements, and the rights of the (iv) reasonably cooperate with each other Party set forth in the immediately preceding sentence, the SPAC or its Affiliates shall control the negotiation, defense and settlement of with respect to any Transaction Litigation 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 RepresentativesLitigation; provided, however, that prior to the Closing in no event shall either Party(x) the Company, its Affiliates, any of the Company’s Affiliates or any of their respective Representatives settle or compromise any Transaction Litigation without the prior written consent of SPAC (such consent not to be unreasonably withheld, conditioned or delayed) or (y) SPAC, any of SPAC’s Affiliates or any of their respective Representatives settle or compromise any Transaction Litigation without the other Party 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, the SPACIIAC, 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 demands or other shareholder or stockholder Proceedings (including derivative claims) relating to this Agreement, any other Transaction Ancillary Document or any other matters relating thereto (collectively, the “Transaction Litigation”) commenced against, in the case of the SPACIIAC, it, IIAC or any of its Affiliates or their respective Representatives (in their capacity as Representativesa Representative of IIAC) or, in the case of the Company, any other Group Company Parties, their Affiliates or any of their respective Representatives (in their capacity as Representativesa Representative of a Group Company). The SPAC 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, and (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. Notwithstanding Subject to the foregoing, subject to and without limiting the covenants and agreementsCompany’s compliance with, and the rights of the other Party IIAC set forth in in, the immediately preceding sentence, the SPAC or its Affiliates Company shall control the negotiation, defense and settlement of any such Transaction Litigation brought commenced against the SPAC or its Affiliates Company, Merger Sub or any of their respective RepresentativesRepresentatives (in their capacity as a representative of the Company or Merger Sub, as applicable); provided, however, that in no event shall the Company or any of its Representatives settle or compromise any Transaction Litigation without the prior written consent of IIAC (not to be unreasonably withheld, conditioned or delayed). Subject to IIAC’s compliance with, and the rights of the Company or its Affiliates set forth in, the second preceding sentence, IIAC shall control the negotiation, defense and settlement of any such Transaction Litigation brought commenced against the Company or its Affiliates IIAC or any of its Representatives (in their respective Representativescapacity as a representative of IIAC); provided, however, that prior to the Closing in no event shall either Party, its Affiliates, IIAC or any of their respective its Representatives settle or compromise any Transaction Litigation without the prior written consent of the other Party 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 Each party shall promptly (and after the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its termsany event, the SPAC, on the one hand, and the Company, on the other hand, shall each within two (2) Business Days) notify the other parties hereto in writing promptly after learning of any shareholder Proceedings brought or threatened in writing by any stockholder demands of the Company or any other Person against it, its affiliates or its or their directors or executive officers or other shareholder or stockholder Proceedings (including derivative claims) Representatives relating to this Agreement, the Merger or the other transactions contemplated by this Agreement and shall keep the other parties hereto informed on a reasonably current basis with respect to the status thereof (including by promptly furnishing to the other parties hereto and their Representatives such information relating to such Proceedings as may be reasonably requested). Each party shall give the other parties hereto the opportunity to participate in (but not control) the defense or settlement of any other Transaction Document or any other matters relating thereto (collectively, “Transaction Litigation”) commenced against, in the case of the SPAC, Proceeding against it, its Affiliates affiliates or its or their respective directors or officers or other Representatives (in their capacity as Representatives) orrelating to this Agreement, in the case of Merger or the Company, any Company Parties, their Affiliates or any of their respective Representatives (in their capacity as Representatives). The SPAC other transactions contemplated by this Agreement and shall give due consideration to such other parties’ advice with respect to such Proceeding 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 not settle or agree to settle 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 otherProceeding without Parent’s advice with respect to any such Transaction Litigation. Notwithstanding the foregoing, subject to and without limiting the covenants and agreements, and the rights of the other Party set forth in the immediately preceding sentence, the SPAC or its Affiliates shall control the negotiation, defense and settlement of any Transaction Litigation 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 either Party, its Affiliates, or any of their respective Representatives settle or compromise any Transaction Litigation without the prior written consent of the other Party (which shall not to be unreasonably withheld, conditioned delayed or delayedconditioned). For purposes of this Section 5.14, “participate” means that the non-litigating party will be kept apprised by the litigating party of proposed strategy and other significant decisions with respect to the stockholder litigation or Proceedings contemplated by this Section 5.14 (to the extent that the attorney-client privilege between the litigating party and its counsel is not undermined or otherwise affected, provided, that the litigating party shall inform the other party of the general nature of the information being withheld and, upon such other party’s request, reasonably cooperate with such other party to provide such information, in whole or in part, to the extent and in a manner that would not result in any of the foregoing outcomes), and the non-litigating party may offer comments or suggestions with respect to such stockholder litigation or Proceedings but will not be afforded any decision-making power or other authority over such stockholder litigation or Proceedings.

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, the 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 demands or other shareholder or stockholder Proceedings Actions (including derivative claims) relating to this Agreement, any other Transaction Document Agreement or any other matters relating thereto (collectively, the “Transaction Litigation”) commenced against, in the case of the SPAC, it, any of SPAC or any of its Affiliates or their respective Representatives (in their capacity as Representativesa Representative of SPAC) or, in the case of the Company, any Group Company Parties, their Affiliates or any of their respective Representatives (in their capacity as Representativesa Representative of a Group Company). 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. Notwithstanding the foregoing, subject to Litigation and without limiting the covenants and agreements, and the rights of the other Party set forth in the immediately preceding sentence, the SPAC or its Affiliates shall control the negotiation, defense and settlement of any Transaction Litigation 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(iv) reasonably cooperate with each other; provided, however, that prior to the Closing in no event shall either Party(x) SPAC or any of its respective Representatives settle or compromise any Transaction Litigation without the prior written consent of the Company (not to be unreasonably withheld, its Affiliatesconditioned or delayed), or (y) any Group Company or any of their respective Representatives settle or compromise any Transaction Litigation without the prior written consent of the other Party SPAC (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 the termination of this Agreement in accordance with its terms, the SPACHCM, on the one hand, and the CompanyMurano Parties, on the other hand, shall each notify the other in writing promptly after learning of any shareholder demand (or stockholder demands threat thereof) or other shareholder claim, action, suit, audit, examination, arbitration, mediation, inquiry, Legal Proceeding, or stockholder Proceedings investigation, whether or not before any Governmental Authority (including derivative claims) ), relating to this Agreement, any other Transaction Document or any other matters relating thereto of the transactions contemplated hereby (collectively, “Transaction Litigation”) commenced againstor to the knowledge of HCM or the Murano Parties, as applicable, threatened in writing against (a) in the case of the SPACHCM, it, its Affiliates or their respective Representatives (in their capacity as Representatives) or, in the case of the CompanyHCM, any Company Parties, their of HCM’s controlled Affiliates or any of their respective Representatives officers, directors, employees or shareholders (in their capacity as Representativessuch) or (b) in the case of the Murano Parties, the Murano Parties, any of their Subsidiaries or controlled Affiliates or any of their respective officers, directors, employees or shareholders (in their capacity as such). The SPAC 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, and (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation. Notwithstanding the foregoing, subject Litigation and (iv) reasonably cooperate with each other with respect to and without limiting the covenants and agreements, and the rights of the other Party set forth in the immediately preceding sentence, the SPAC or its Affiliates shall control the negotiation, defense and settlement of any Transaction Litigation brought against Litigation; provided, however, that in no event shall (x) the SPAC or its Murano Parties, any of their Affiliates or any of their respective Representativesofficers, and the Company directors 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 either Party, its Affiliates, or any of their respective Representatives employees settle or compromise any Transaction Litigation without the prior written consent of HCM (not to be unreasonably withheld, conditioned or delayed) or (y) HCM, any of HCM’s Affiliates or any of their respective officers, directors or employees settle or compromise any Transaction Litigation without the other Party 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 the termination of this Agreement in accordance with its termsInterim Period, the SPACRedwoods, on the one hand, and the Company, on the other hand, shall each notify the other in writing promptly after learning of any shareholder stockholder demand (or stockholder demands threat thereof) or other shareholder stockholder Proceeding, claim, investigation, examination or stockholder Proceedings inquiry, whether or not before any Governmental Entity (including derivative claims) ), relating to this Agreement, any other Transaction Document or any other matters relating thereto of the transactions contemplated hereby (collectively, “Transaction Litigation”) commenced againstor, to the knowledge of Redwoods or to the knowledge of the Company, as applicable, threatened in writing against (a) in the case of the SPACRedwoods, itRedwoods, its any of Redwoods’s Affiliates or any of their respective Representatives or stockholders (in their capacity as Representativessuch), or (b) or, in the case of the Company, the Company, any Company Parties, their of the Company’s Affiliates or any of their respective Representatives or stockholders (in their capacity as Representativessuch). The SPAC 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, and (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation. Notwithstanding the foregoing, subject to and without limiting the covenants and agreements, and the rights of the (iv) reasonably cooperate with each other Party set forth in the immediately preceding sentence, the SPAC or its Affiliates shall control the negotiation, defense and settlement of with respect to any Transaction Litigation 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 RepresentativesLitigation; provided, however, that prior to the Closing in no event shall either Party(x) the Company, its Affiliates, any of the Company’s Affiliates or any of their respective Representatives settle or compromise any Transaction Litigation without the prior written consent of Redwoods (such consent not to be unreasonably withheld, conditioned or delayed) or (y) Redwoods, any of Redwoods’s Affiliates or any of their respective Representatives settle or compromise any Transaction Litigation without the other Party 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, the 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 demands or other shareholder or stockholder Proceedings (including derivative claims) relating to this Agreement, any other Transaction Ancillary Document or any other matters relating thereto (collectively, the “Transaction Litigation”) commenced against, in the case of the SPAC, it, its Affiliates any of the SPAC Parties or any of their respective Representatives (in their capacity as Representativesa Representative of a SPAC Party) or, in the case of the Company, any other Group Company Parties, their Affiliates or any of their respective Representatives (in their capacity as Representativesa Representative of a Group Company). The 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, and (iii) consider in good faith the other’s advice with respect to any such Transaction LitigationLitigation and (iv) reasonably cooperate with each other. Notwithstanding the foregoingThe Company may, subject upon written notice to SPAC, assume and without limiting the covenants and agreements, and the rights of the other Party set forth in the immediately preceding sentence, the SPAC or its Affiliates shall control the negotiationdefense, defense settlement and settlement compromise of any Transaction Litigation brought against commenced against, or otherwise involving, any of the SPAC or its Affiliates Parties or any of their respective RepresentativesRepresentatives (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 of such Transaction Litigation; provided, further, that the Company may not agree to any non-monetary penalties or its Affiliates shall control the negotiation, defense and restrictions on any SPAC Party or their Representatives in settlement or compromise 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 Litigation. In no event shall either Party, its Affiliates, any of the SPAC Parties or any of their respective Representatives settle or compromise any Transaction Litigation without the Company’s prior written consent of the 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 the termination of this Agreement in accordance with its terms, the SPACParent, on the one hand, and the Company, on the other hand, shall each notify the other in writing promptly after learning of any shareholder stockholder demand (or stockholder demands threat thereof) or other shareholder stockholder claim, action, suit, audit, examination, arbitration, mediation, inquiry, Action, or stockholder Proceedings investigation, whether or not before any Authority (including derivative claims) ), relating to this Agreement, any other Transaction Document or any other matters relating thereto of the transactions contemplated hereby (collectively, “Transaction Litigation”) commenced againstor to the Knowledge of Parent or the Company, as applicable, threatened in writing against (x) in the case of the SPACParent, itParent, its any of Parent’s controlled Affiliates or any of their respective Representatives officers, directors, employees or stockholders (in their capacity as Representativessuch) or, or (y) in the case of the Company, the Company, any Company Parties, their of the Company’s Subsidiaries or controlled Affiliates or any of their respective Representatives officers, directors, employees or stockholders (in their capacity as Representativessuch). The SPAC 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, and (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. Notwithstanding ; provided, however, that in no event shall (x) the foregoingCompany, subject to and without limiting the covenants and agreements, and the rights any of the other Party set forth in the immediately preceding sentence, the SPAC or its Affiliates shall control the negotiation, defense and settlement of any Transaction Litigation brought against the SPAC or its Company’s Affiliates or any of their respective Representativesofficers, and the Company directors 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 either Party, its Affiliates, or any of their respective Representatives employees settle or compromise any Transaction Litigation without the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed) or (y) Parent, any of Parent’s Affiliates or any of their respective officers, directors or employees settle or compromise any Transaction Litigation without the other Party Company’s prior written 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, the SPACCarmell Parties, on the one hand, and the Company, on the other hand, shall each notify the other in writing promptly after learning of any shareholder stockholder demand (or stockholder demands threat thereof) or other shareholder stockholder Proceeding, claim, investigation, examination or stockholder Proceedings inquiry, whether or not before any Governmental Entity (including derivative claims) ), relating to this Agreement, any other Transaction Document or any other matters relating thereto of the transactions contemplated hereby (collectively, “Transaction Litigation”) commenced againstor, to the knowledge of the Carmell Parties or to the knowledge of the Company, as applicable, threatened in writing against (a) in the case of the SPACCarmell Parties, it, its Affiliates or their respective Representatives (in their capacity as Representatives) or, in the case of the CompanyCarmell Parties, any Company Parties, of their Affiliates or any of their respective Representatives or stockholders (in their capacity as Representativessuch) or (b) in the case of the Company, the Company, any of the Company’s controlled Affiliates or any of their respective Representatives or stockholders (in their capacity as such). The SPAC 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, and (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation. Notwithstanding the foregoing, subject to and without limiting the covenants and agreements, and (iv) reasonably cooperate with each other with respect to any Transaction Litigation; provided, however, that in no event shall (x) the rights Company, any of the other Party set forth in the immediately preceding sentence, the SPAC or its Affiliates shall control the negotiation, defense and settlement of any Transaction Litigation brought against the SPAC or its Company’s Affiliates or any of their respective Representativesofficers, and the Company directors or its Affiliates shall control the negotiation, defense and settlement of employees settle or compromise any Transaction Litigation brought against without the Company prior written consent of ▇▇▇▇▇▇▇ (such consent not to be unreasonably withheld, conditioned or its Affiliates delayed) or (y) the Carmell Parties, any of their respective Representatives; provided, however, that prior to the Closing in no event shall either Party, its Affiliates, Affiliates or any of their respective Representatives settle or compromise any Transaction Litigation without the Company’s prior written consent of the other Party (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 the termination of this Agreement in accordance with its termsInterim Period, the SPACCPUH, on the one hand, and the Company, on the other hand, shall each notify the other in writing promptly after learning of any shareholder stockholder demand (or stockholder demands threat thereof) or other shareholder stockholder Proceeding, investigation, examination or stockholder Proceedings inquiry, whether or not before any Governmental Entity (including derivative claims) ), relating to this Agreement, any other Transaction Document or any other matters relating thereto of the transactions contemplated hereby (collectively, “Transaction Litigation”) commenced againstor, to the knowledge of CPUH or to the knowledge of the Company, as applicable, threatened in writing against (a) in the case of the SPACCPUH, itCPUH, its any of CPUH’s Affiliates or any of their respective Representatives or stockholders (in their capacity as Representativessuch), or (b) or, in the case of the Company, the Company, any Company Parties, their of the Company’s Affiliates or any of their respective Representatives or stockholders (in their capacity as Representativessuch). The SPAC CPUH and the Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, and (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation. Notwithstanding the foregoing, subject to and without limiting the covenants and agreements, and the rights of the (iv) reasonably cooperate with each other Party set forth in the immediately preceding sentence, the SPAC or its Affiliates shall control the negotiation, defense and settlement of with respect to any Transaction Litigation 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 RepresentativesLitigation; provided, however, that prior to the Closing in no event shall either Party(x) the Company, its Affiliates, any of the Company’s Affiliates or any of their respective Representatives settle or compromise any Transaction Litigation without the prior written consent of CPUH (such consent not to be unreasonably withheld, conditioned or delayed) or (y) CPUH, any of CPUH’s Affiliates or any of their respective Representatives settle or compromise any Transaction Litigation without the other Party 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 terms, the SPACALPA, on the one hand, and the Company, on the other hand, shall each notify the other in writing promptly after learning of any shareholder stockholder demand (or stockholder demands threat thereof) or other shareholder stockholder Proceeding, claim, investigation, examination or stockholder Proceedings inquiry, whether or not before any Governmental Entity (including derivative claims) ), relating to this Agreement, any other Transaction Document or any other matters relating thereto of the transactions contemplated hereby (collectively, “Transaction Litigation”) commenced againstor, to the knowledge of ALPA or to the knowledge of the Company, as applicable, threatened in writing against (a) in the case of the SPACALPA, itALPA, its any of ALPA’s Affiliates or any of their respective Representatives or stockholders (in their capacity as Representativessuch) or, or (b) in the case of the Company, the Company, any Company Parties, their of the Company’s controlled Affiliates or any of their respective Representatives or stockholders (in their capacity as Representativessuch). The SPAC 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, and (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation. Notwithstanding the foregoing, subject to and without limiting the covenants and agreements, and (iv) reasonably cooperate with each other with respect to any Transaction Litigation; provided, however, that in no event shall (x) the rights Company, any of the other Party set forth in the immediately preceding sentence, the SPAC or its Affiliates shall control the negotiation, defense and settlement of any Transaction Litigation brought against the SPAC or its Company’s Affiliates or any of their respective Representativesofficers, and the Company directors or its Affiliates shall control the negotiation, defense and settlement of employees settle or compromise any Transaction Litigation brought against without the Company prior written consent of ALPA (such consent not to be unreasonably withheld, conditioned or its Affiliates delayed) or (y) ALPA, any of their respective Representatives; provided, however, that prior to the Closing in no event shall either Party, its Affiliates, ALPA’s Affiliates or any of their respective Representatives settle or compromise any Transaction Litigation without the Company’s prior written consent of the other Party (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, the SPACAcquirer, on the one hand, and the Company, on the other hand, shall each notify the other in writing promptly after learning of any shareholder demand (or stockholder demands threat thereof) or other shareholder Proceeding brought on behalf of an Acquirer Stockholder or stockholder Proceedings Company Stockholder, respectively, whether or not before any Governmental Entity (including derivative claims) ), relating to this Agreement, any other Transaction Document Agreement or any other matters relating thereto the Transactions (collectively, “Transaction Litigation”) commenced againstor, to the knowledge of Acquirer or to the knowledge of the Company, as applicable, threatened in writing against (a) in the case of the SPACAcquirer, itAcquirer, its any of Acquirer’s Affiliates or any of their respective Representatives officers, directors, managers, employees, or stockholders or members (in their capacity as Representativessuch) or, or (b) in the case of the Company, any Company PartiesGroup Member, their any of the Company Group’s controlled Affiliates or any of their respective Representatives officers, directors, managers, employees or members (in their capacity as Representativessuch). The SPAC 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, and (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation. Notwithstanding the foregoing, subject to and without limiting the covenants and agreements, and the rights of the (iv) reasonably cooperate with each other Party set forth in the immediately preceding sentence, the SPAC or its Affiliates shall control the negotiation, defense and settlement of with respect to any Transaction Litigation 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 RepresentativesLitigation; provided, however, that prior to the Closing in no event shall either Party(x) any Company Group Member, its Affiliates, any of the Company Group’s Affiliates or any of their respective Representatives settle or compromise any Transaction Litigation without the prior written consent of Acquirer (such consent not to be unreasonably withheld, conditioned or delayed) or (y) Acquirer, any of Acquirer’s Affiliates or any of their respective Representatives settle or compromise any Transaction Litigation without the other Party 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 Execution Date until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the SPACAltimar, on the one hand, and the CompanyFathom, on the other hand, shall each notify the other in writing promptly after learning of any shareholder or stockholder demands or demands, other shareholder or stockholder Proceedings Actions (including derivative claims) or Actions brought by any third-party relating to this Agreement, any other Transaction Document related agreements or any other matters relating thereto (collectively, the “Transaction Litigation”) commenced against, in the case of the SPACAltimar, it, any of Altimar or any of its Affiliates or their respective Representatives (in their capacity as Representatives) a Representative of Altimar or Fathom (in the case of any Action seeking to enjoin the Transactions), or, in the case of the CompanyFathom, any Company Parties, their Affiliates of Fathom or its Subsidiaries or any of their respective Representatives (in their capacity as Representativesa Representative of Fathom or any of its Subsidiaries). The SPAC 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, and (iiic) consider in good faith the other’s advice with respect to any such Transaction Litigation. Notwithstanding the foregoing, subject to Litigation and without limiting the covenants and agreements, and the rights of the other Party set forth in the immediately preceding sentence, the SPAC or its Affiliates shall control the negotiation, defense and settlement of any Transaction Litigation 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(d) reasonably cooperate with each other; provided, however, that prior to the Closing in no event shall either Party(i) Altimar or any of its Representatives settle or compromise any Transaction Litigation without the prior written consent of Fathom (not to be unreasonably withheld, its Affiliatesconditioned or delayed), or (y) Fathom or of its Subsidiaries any or any Table of Contents of their respective Representatives settle or compromise any Transaction Litigation without the prior written consent of the other Party 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 the termination of this Agreement in accordance with its terms, the SPACAcquiror, 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 demands or other shareholder or stockholder Proceedings Actions (including derivative claims) relating to this Agreement, any other Transaction Document Ancillary Agreement or any other matters relating hereto or thereto (collectively, the “Transaction Litigation”) commenced against, in the case of the SPACAcquiror, itAcquiror, its Affiliates Merger Sub or their respective Representatives (in their capacity as Representatives) or, in the case any of the Company, any Company Parties, their Affiliates Acquiror Related Parties or any of their respective Representatives (in their capacity as Representativesa representative of Acquiror, Merger Sub or an Acquiror Related Party) or, in the case of the Company, Company, its Subsidiaries or any of their respective Representatives (in their capacity as a representative of Company or its Subsidiaries). The SPAC 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 LitigationLitigation and (iv) reasonably cooperate with each other. Notwithstanding the foregoing, subject to and without limiting the covenants and agreements, and the rights of the other Party set forth in the immediately preceding sentence, the SPAC or its Affiliates shall control the negotiation, defense and settlement of any Transaction Litigation 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 In no event shall either Party(x) Acquiror, its AffiliatesMerger Sub, any Acquiror Related Parties or any of their respective Representatives (acting in such capacity) settle or compromise any Transaction Litigation without the prior written consent of the other Party Company (not to be unreasonably unreasonable withheld, conditioned or delayed) or (y) the Company settle or compromise any Transaction Litigation without the prior written consent of Acquiror (not to be unreasonable 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 the termination of this Agreement in accordance with its terms, the 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 demands or demands, other shareholder or stockholder Proceedings Actions (including derivative claims) or Actions brought by any third-party relating to this Agreement, any other Transaction Document related agreements or any other matters relating thereto (collectively, the “Transaction Litigation”) commenced against, in the case of the SPAC, it, any of SPAC or its Affiliates or their respective Representatives (in their capacity as Representatives) or, in the case of the Company, any Company Parties, their Affiliates Subsidiaries or any of their respective Representatives (in their capacity as Representativesa Representative of SPAC or any of its Subsidiaries), or, in the case of the Company, any of the Company or its Subsidiaries or any of their respective Representatives (in their capacity as a Representative of the Company or any of its Subsidiaries). 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. Notwithstanding the foregoing, subject to Litigation and without limiting the covenants and agreements, and the rights of the other Party set forth in the immediately preceding sentence, the SPAC or its Affiliates shall control the negotiation, defense and settlement of any Transaction Litigation 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(iv) reasonably cooperate with each other; provided, however, that prior to the Closing in no event shall either Party, (x) SPAC or any of its Affiliates, Subsidiaries or any of their respective Representatives settle or compromise any Transaction Litigation without the prior written consent of the other Party Company (not to be unreasonably withheld, conditioned or delayed), or (y) the Company or any of its Subsidiaries any or any of their respective Representatives settle or compromise any Transaction Litigation without the 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 termsArticle 8, the SPACAcquiror, on the one hand, and the Company, on the other hand, shall each notify the other in writing promptly after learning of any shareholder demand (or stockholder demands threat thereof) or other shareholder Proceeding brought on behalf of an Acquiror Stockholder or stockholder Proceedings Company Stockholder, respectively, whether or not before any Governmental Entity (including derivative claims) ), relating to this Agreement, any other Transaction Document Agreement or any other matters relating thereto the Transactions (collectively, “Transaction Litigation”) commenced againstor, to the knowledge of Acquiror or to the knowledge of the Company, as applicable, threatened in writing against (a) in the case of the SPACAcquiror, itAcquiror, its any of Acquiror’s Affiliates or any of their respective Representatives officers, directors, managers, employees, or stockholders or members (in their capacity as Representativessuch) or, or (b) in the case of the Company, any Company PartiesGroup Member, their any of the Company Group’s controlled Affiliates or any of their respective Representatives officers, directors, managers, employees or members (in their capacity as Representativessuch). The SPAC 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, and (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation. Notwithstanding the foregoing, subject to and without limiting the covenants and agreements, and the rights of the (iv) reasonably cooperate with each other Party set forth in the immediately preceding sentence, the SPAC or its Affiliates shall control the negotiation, defense and settlement of with respect to any Transaction Litigation 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 RepresentativesLitigation; provided, however, that prior to the Closing in no event shall either Party(x) any Company Group Member, its Affiliates, any of the Company Group’s Affiliates or any of their respective Representatives 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 Representatives settle or compromise any Transaction Litigation without the other Party 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, the SPACPublic 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 shareholder or stockholder demands or other shareholder or stockholder Proceedings (including derivative claims) relating to this Agreement, any other Transaction Ancillary Document or any other matters relating thereto (collectively, the “Transaction Litigation”) commenced against, in the case of the SPAC, it, its Affiliates or their respective Representatives (in their capacity as Representatives) or, in the case of the Public Company, any Company Partiesof Public Company, their Affiliates Merger Sub or any of their respective Representatives (in their capacity as Representativesa Representative of Public Company) or, in the case of Merger Partner, Merger Partner or any of its Representatives (in their capacity as a Representative of Merger Partner). The SPAC 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, and (iii) consider in good faith the other’s advice with respect to any such Transaction LitigationLitigation and (iv) reasonably cooperate with each other. Notwithstanding the foregoing, subject to and without limiting the covenants and agreements, and the rights of the other Party set forth in the immediately preceding sentence, the SPAC or its Affiliates shall control the negotiation, defense and settlement of any Transaction Litigation 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 either Party, its Affiliates, (x) Public Company or any of their respective its Representatives settle or compromise any Transaction Litigation without the prior written consent of Merger Partner (such consent not to be unreasonably withheld, conditioned or delayed), or (y) Merger Partner or any of its Representatives settle or compromise any Transaction Litigation without the other Party 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 the termination of this Agreement in accordance with its terms, the SPACAcquiror, 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 demands or other shareholder or stockholder Proceedings actions (including derivative claims) relating to this Agreement, any other Transaction Document Ancillary Agreements or any other matters relating thereto (collectively, the “Transaction Litigation”) commenced against, in the case of the SPACAcquiror, it, any of Acquiror or any of its Affiliates or their respective Representatives (in their capacity as Representativesa Representative of Acquiror) or, in the case of the Company, any of the Company Parties, their Affiliates or any of their respective its Representatives (in their capacity as Representativesa Representative of the Company). The SPAC 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, and (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation. Notwithstanding the foregoing, subject to Litigation and without limiting the covenants and agreements, and the rights of the other Party set forth in the immediately preceding sentence, the SPAC or its Affiliates shall control the negotiation, defense and settlement of any Transaction Litigation 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(iv) reasonably cooperate with each other; provided, however, that prior to the Closing in no event shall either Party(x) Acquiror or any of its respective Representatives settle or compromise any Transaction Litigation without the prior written consent of the Company (not to be unreasonably withheld, its Affiliatesconditioned or delayed), or (y) any Company or any of their respective Representatives settle or compromise any Transaction Litigation without the prior written consent of the other Party Acquiror (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, the SPACCBAH, 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 demands or other shareholder or stockholder Proceedings Actions (including derivative claims) relating to this Agreement, any other Transaction Document Ancillary Agreement or any other matters relating thereto (collectively, the “Transaction Litigation”) commenced against, in the case of the SPACCBAH, it, it or any of its Affiliates or their respective Representatives (in their capacity as Representativesa representative of CBAH) or, in the case of the Company, any Company Partiesit, their Affiliates its Subsidiaries or any of their respective its Representatives (in their capacity as Representativesa representative of the Company). The SPAC 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. Notwithstanding the foregoing, subject to and without limiting the covenants and agreements, and the rights of the other Party party set forth in the immediately preceding sentence, the SPAC or its Affiliates CBAH shall control the negotiation, defense and settlement of any Transaction Litigation brought against the SPAC or its Affiliates CBAH or any of their respective Representatives, its 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 its Representatives; provided, however, that prior to the Closing in no event shall either Party, its Affiliates, party or any of their respective Representatives settle or compromise any Transaction Litigation without the prior written consent of the other Party 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 the termination of this Agreement in accordance with its termsInterim Period, the SPACDYNS, on the one hand, and the Company, on the other hand, shall each notify the other in writing promptly after learning of any shareholder stockholder demand (or stockholder demands threat thereof) or other shareholder stockholder Proceeding, claim, investigation, examination or stockholder Proceedings inquiry, whether or not before any Governmental Entity (including derivative claims) ), relating to this Agreement, any other Transaction Document or any other matters relating thereto of the transactions contemplated hereby (collectively, “Transaction Litigation”) commenced againstor, to the knowledge of DYNS or to the knowledge of the Company, as applicable, threatened in writing against (a) in the case of the SPACDYNS, itDYNS, its any of DYNS’s Affiliates or any of their respective Representatives or stockholders (in their capacity as Representativessuch), or (b) or, in the case of the Company, the Company, any Company Parties, their of the Company’s Affiliates or any of their respective Representatives or stockholders (in their capacity as Representativessuch). The SPAC 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, and (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation. Notwithstanding the foregoing, subject to and without limiting the covenants and agreements, and the rights of the (iv) reasonably cooperate with each other Party set forth in the immediately preceding sentence, the SPAC or its Affiliates shall control the negotiation, defense and settlement of with respect to any Transaction Litigation 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 RepresentativesLitigation; provided, however, that prior to the Closing in no event shall either Party(x) the Company, its Affiliates, any of the Company’s Affiliates or any of their respective Representatives settle or compromise any Transaction Litigation without the prior written consent of DYNS (such consent not to be unreasonably withheld, conditioned or delayed) or (y) DYNS, any of DYNS’s Affiliates or any of their respective Representatives settle or compromise any Transaction Litigation without the other Party 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 terms, the SPACAHAC, on the one hand, and the Company, on the other hand, shall each notify the other in writing promptly after learning of any shareholder stockholder demand (or stockholder demands threat thereof) or other shareholder stockholder Proceeding, claim, investigation, examination or stockholder Proceedings inquiry, whether or not before any Governmental Entity (including derivative claims) ), relating to this Agreement, any other Transaction Document or any other matters relating thereto of the transactions contemplated hereby (collectively, “Transaction Litigation”) commenced againstor, to the knowledge of AHAC or to the knowledge of the Company, as applicable, threatened in writing against (a) in the case of the SPACAHAC, itAHAC, its any of AHAC’s Affiliates or any of their respective Representatives or stockholders (in their capacity as Representativessuch) or, or (b) in the case of the Company, the Company, any Company Parties, their of the Company’s controlled Affiliates or any of their respective Representatives or stockholders (in their capacity as Representativessuch). The SPAC 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, and (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation. Notwithstanding the foregoing, subject to and without limiting the covenants and agreements, and (iv) reasonably cooperate with each other with respect to any Transaction Litigation; provided, however, that in no event shall (x) the rights Company, any of the other Party set forth in the immediately preceding sentence, the SPAC or its Affiliates shall control the negotiation, defense and settlement of any Transaction Litigation brought against the SPAC or its Company’s Affiliates or any of their respective Representativesofficers, and the Company directors or its Affiliates shall control the negotiation, defense and settlement of employees settle or compromise any Transaction Litigation brought against without the Company prior written consent of AHAC (such consent not to be unreasonably withheld, conditioned or its Affiliates delayed) or (y) AHAC, any of their respective Representatives; provided, however, that prior to the Closing in no event shall either Party, its Affiliates, AHAC’s Affiliates or any of their respective Representatives settle or compromise any Transaction Litigation without the Company’s prior written consent of the other Party (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, the SPACQell 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 shareholder or stockholder demands or other shareholder or stockholder Proceedings Proceeding (including derivative claims) relating to this Agreement, any other Transaction Ancillary Document or any other matters relating thereto (collectively, the “Transaction Litigation”) commenced against, in the case of the SPACQell or Holdco, it, it or any of its Affiliates or their respective Representatives (in their capacity as Representativesa representative of Qell or Holdco) or, in the case of the Company, any Company Parties, their Affiliates it or any of their respective its Representatives (in their capacity as Representativesa representative of the Company). The SPAC 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. Notwithstanding the foregoing, subject to and without limiting the covenants and agreements, and the rights of the other Party party set forth in the immediately preceding sentence, the SPAC or its Affiliates Qell and Holdco shall control the negotiation, defense and settlement of any Transaction Litigation brought against the SPAC or its Affiliates Qell, Holdco or any of their respective Representatives, 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 its Representatives; provided, however, that prior to the Closing in no event shall either Party, its Affiliates, any of Qell or Holdco or any of their respective Representatives settle or compromise any Transaction Litigation without the prior written consent of the other Party 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) any non-monetary, injunctive, equitable or similar relief against such party or (C) contains an admission of wrongdoing or lability by such party or any of its Representatives).