Common use of Transaction Litigation Clause in Contracts

Transaction Litigation. Subject to the last sentence of this Section 7.10, each of Allergan and AbbVie shall promptly notify the other of any stockholder Actions (including derivative claims) commenced against it, its Subsidiaries and/or its or its Subsidiaries’ respective directors or officers relating to this Agreement or any of the transactions contemplated hereby or any matters relating thereto (collectively, “Transaction Litigation”) and shall keep the other Party informed regarding any Transaction Litigation. Other than with respect to any Transaction Litigation where the Parties are adverse to each other, each of Allergan and AbbVie shall reasonably cooperate with the other in the defense or settlement of any Transaction Litigation, and shall give the other Party the opportunity to consult with it regarding the defense and settlement of such Transaction Litigation and shall consider in good faith the other Party’s advice with respect to such Transaction Litigation, and Allergan shall give AbbVie the opportunity to participate in (but not control), at AbbVie’s expense, the defense and settlement of such Transaction Litigation. Prior to the Effective Time, other than with respect to Transaction Litigation where the Parties are adverse to each other, neither Allergan nor any of its Subsidiaries shall settle or offer to settle any Transaction Litigation without the prior written consent of AbbVie (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the contrary in this Section 7.10, in the event of any conflict with any other covenant or agreement contained in Section 7.2 that expressly addresses the subject matter of this Section 7.10, Section 7.2 shall govern and control.

Transaction Litigation. Subject to the last sentence of this Section 7.108.07, each of Allergan the Company and AbbVie Parent shall promptly notify the other of any stockholder Actions or shareholder demands, litigations, arbitrations or other similar claims, actions, suits or proceedings (including derivative claims) commenced against it, its Subsidiaries and/or its or its Subsidiaries’ respective directors or officers relating to this Agreement or any of the transactions contemplated hereby or any matters relating thereto (collectively, “Transaction Litigation”) and shall keep the other Party party informed regarding any Transaction Litigation. Other than with respect Litigation (including by promptly furnishing to any the other party and such other party’s Representatives such information relating to such Transaction Litigation where as may reasonably be requested). Each of the Parties are adverse to each other, each of Allergan Company and AbbVie Parent shall reasonably cooperate with the other in the defense or settlement of any Transaction Litigation, and shall give the other Party party the opportunity to consult with it regarding the defense and settlement of such Transaction Litigation and Litigation, shall consider in good faith the other Partyparty’s advice with respect to such Transaction Litigation, Litigation and Allergan shall give AbbVie the other party the opportunity to participate (at the other party’s expense) in (but not control), at AbbVie’s expense, ) the defense and settlement of such Transaction Litigation. Prior to the First Effective Time, other than with respect to any Transaction Litigation where the Parties parties are adverse to each otherother or in the context of any Transaction Litigation related to or arising out of a Company Acquisition Proposal or a Parent Acquisition Proposal, neither Allergan the Company nor any of its Subsidiaries shall settle or offer to settle any Transaction Litigation without the prior written consent of AbbVie Parent (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the contrary in this Section 7.108.07, (a) in the event of any conflict with any other covenant or agreement contained in Section 7.2 8.02 that expressly addresses the subject matter of this Section 7.108.07, Section 7.2 8.02 shall govern and control, and (b) Section 8.07 shall be in addition to and not limit or otherwise modify the parties’ respective obligations under Section 6.02 or Section 7.02.

Transaction Litigation. Subject to the last sentence of this Section 7.10, each of Allergan and AbbVie Each Party shall promptly (and in any event, within 48 hours) notify the other Party of any stockholder Actions shareholder demands or Proceedings (including derivative claims) commenced against it, it or its respective Subsidiaries and/or its or its Subsidiaries’ respective directors or officers relating to this Agreement or any of the transactions contemplated hereby or any matters relating thereto (collectively, “Transaction Litigation”) and shall keep the other Party informed on a reasonably current basis regarding any Transaction LitigationLitigation (including by promptly furnishing to the other Party and its Representatives such information relating to such Transaction Litigation as may reasonably be requested by it and that would not reasonably be expected to result in the waiver of attorney client or other applicable legal privilege; provided, however, that each Party shall use its commercially reasonable efforts to provide an alternative means of disclosing or providing such information to the maximum extent that does not result in a loss of such legal privilege and in the event that such Party or any of its Subsidiaries does not provide access or information in reliance on this clause, such Party shall provide notice to the other Party that information is being withheld). Other than to the extent such Transaction Litigation relates to an Acquisition Proposal in respect of which one Party has adverse interests with respect to any Transaction Litigation where the Parties are adverse to each other, each of Allergan and AbbVie shall reasonably cooperate with the other in the defense or settlement of any Transaction LitigationParty, and such Party shall give the other Party the opportunity to consult with it regarding the defense and settlement of such any Transaction Litigation and Litigation, shall consider in good faith the other Party’s advice with respect to such Transaction Litigation, Litigation and Allergan shall give AbbVie the other Party’s the opportunity to participate (at such other Party’s expense) in (but not control), at AbbVie’s expense, ) the defense and settlement of such Transaction Litigation. Prior to the Effective Time, other than with respect to Transaction Litigation where the Parties are adverse to each other, neither Allergan Party nor any of its Subsidiaries shall settle or offer to settle any Transaction Litigation without the prior written consent of AbbVie the other Party (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the contrary in this Section 7.10, in the event of any conflict with any other covenant or agreement contained in Section 7.2 that expressly addresses the subject matter of this Section 7.10, Section 7.2 shall govern and control.

Transaction Litigation. Subject to the last sentence of this Section 7.108.08, each of Allergan the Company and AbbVie Parent shall promptly notify the other of any stockholder Actions demands, litigations, arbitrations or other similar claims, actions, suits or proceedings (including derivative claims) commenced against it, its Subsidiaries and/or its or its Subsidiaries’ respective directors or officers relating to this Agreement or any of the transactions contemplated hereby or any matters relating thereto (collectively, “Transaction Litigation”) and shall keep the other Party party informed regarding any Transaction Litigation. Other than with respect to any Transaction Litigation where the Parties parties are adverse to each otherother or in the context of any Transaction Litigation related to or arising out of a Company Acquisition Proposal or a Parent Acquisition Proposal, each of Allergan the Company and AbbVie Parent shall reasonably cooperate with the other in the defense or settlement of any Transaction Litigation, and shall give the other Party party the opportunity to consult with it regarding the defense and settlement of such Transaction Litigation and Litigation, shall consider in good faith the other Partyparty’s advice with respect to such Transaction LitigationLitigation and, and Allergan in the case of any Transaction Litigation involving the Company, its Subsidiaries or their respective directors or officers, the Company shall give AbbVie Parent the opportunity to participate in (but not control), at AbbVieParent’s expense, in the defense and settlement of such Transaction Litigation. Prior to the Merger Effective Time, other than with respect to any Transaction Litigation where the Parties parties are adverse to each otherother or in the context of any Transaction Litigation related to or arising out of a Company Acquisition Proposal or a Parent Acquisition Proposal, neither Allergan nor none of the Company or any of its Subsidiaries shall settle or offer to settle any Transaction Litigation without the prior written consent of AbbVie Parent (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the contrary in this Section 7.108.08, (a) in the event of any conflict with any other covenant or agreement contained in Section 7.2 8.02 that expressly addresses the subject matter of this Section 7.108.08, Section 7.2 8.02 shall govern and control, and (b) nothing in this Section 8.08 shall limit or otherwise modify the parties obligations under Section 6.02, Section 7.02 or any other provisions of this Agreement.

Transaction Litigation. Subject to the last sentence of this Section 7.107.8, each of Allergan and AbbVie the Company shall promptly notify the other Parent of any stockholder Actions (including class actions or derivative claims) commenced against it, its Subsidiaries and/or or its or its Subsidiaries’ respective directors directors, officers or officers Representatives relating to this Agreement or any of the transactions contemplated hereby or any matters relating thereto hereto (collectively, “Transaction Litigation”) and shall keep the other Party Parent informed regarding any Transaction Litigation. Other than with respect to any Transaction Litigation where the Parties are adverse to each other, each of Allergan and AbbVie the Company shall reasonably cooperate with the other Parent in the defense or settlement of any Transaction Litigation, and shall give the other Party Parent the opportunity to consult with it regarding the defense and settlement of such Transaction Litigation and shall consider in good faith the other PartyParent’s advice with respect to such Transaction Litigation, Litigation and Allergan the Company shall give AbbVie Parent the opportunity to participate in (but not control)in, at AbbVieParent’s expense, the defense and settlement of such Transaction LitigationLitigation (to the extent that the attorney-client privilege between the Company and its counsel is not undermined or otherwise adversely affected). Prior to the Effective Time, other than with respect to Transaction Litigation where the Parties are adverse to each other, neither Allergan the Company nor any of its Subsidiaries shall settle or offer to settle any Transaction Litigation without the prior written consent of AbbVie Parent (which consent shall not be unreasonably withheld, conditioned or delayed). The Company shall notify Parent promptly of the commencement or written threat of any Transaction Litigation of which it has received notice or become aware and shall keep Parent reasonably informed regarding any such Transaction Litigation. Notwithstanding anything to the contrary in this Section 7.107.8, in the event of any conflict with any other covenant or agreement contained in Section 7.2 that expressly addresses the subject matter of this Section 7.107.8, Section 7.2 shall govern and control.

Transaction Litigation. Subject to Each of the last sentence of this Section 7.10, each of Allergan Company and AbbVie Parent shall as promptly as reasonably practicable notify the other Party (including by providing copies of all pleadings and any material correspondence with respect thereto) of any stockholder Actions (including derivative claims) commenced against it, its Subsidiaries and/or its or its Subsidiaries’ respective directors or officers relating to this Agreement or any of the transactions contemplated hereby or any matters relating thereto (collectively, “Transaction Litigation”) Litigation and shall keep the other Party reasonably informed regarding with respect to the status thereof. Each of the Company and Parent shall provide the other Party with the opportunity to participate in the defense of any Transaction LitigationLitigation with respect to the first Party or the Contemplated Transactions. Other than For purposes of this Section 7.14, “participate” means that the Company or Parent, as applicable, shall keep the other Party reasonably apprised of the proposed strategy and other significant decisions with respect to any Transaction Litigation where the Parties are adverse to each other, each of Allergan and AbbVie shall reasonably cooperate with the other in the defense or settlement of any Transaction Litigation, and shall give the other Party the opportunity to consult with it regarding the defense and settlement of such Transaction Litigation and shall consider in good faith the other Party’s advice may offer comments or suggestions with respect to such Transaction Litigation, and Allergan Litigation which the first Party shall give AbbVie the opportunity to participate consider in (but not control), at AbbVie’s expense, the defense and settlement of such Transaction Litigationgood faith. Prior to the Effective Time, other than with respect to any Transaction Litigation where the Parties parties are adverse to each other, neither Allergan nor any other or in the context of its Subsidiaries shall settle or offer to settle any Transaction Litigation related to or arising out of a Company Acquisition Proposal or a Parent Acquisition Proposal, neither the Company nor Parent shall compromise, settle, come to an arrangement regarding or agree to comprise, settle or come to an arrangement regarding any Transaction Litigation, without the prior written consent of AbbVie (which consent the other Party, which, with respect to any such settlement that only requires payment of monetary amounts by the Company or Parent, as applicable, shall not be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the contrary in this Section 7.107.14, (a) in the event of any conflict with any other covenant or agreement contained in Section 7.2 7.07 that expressly addresses the subject matter of this Section 7.107.14, Section 7.2 7.07 shall govern and control, and (b) this Section 7.14 shall be in addition to and not limit or otherwise modify the Parties’ respective obligations under Section 7.04, Section 7.05 and Section 7.06.

Transaction Litigation. (a) Subject to the last sentence of this Section 7.10Applicable Law, each of Allergan the Company and AbbVie Parent shall promptly notify the other of (i) any notice or other communication received from a Governmental Authority, subject to Section 7.01(d) and (ii) any stockholder or shareholder demands or other Actions (including derivative claims) commenced against it, any of its Subsidiaries and/or its or any of its Subsidiaries’ respective directors or officers relating to this Agreement or any of the transactions contemplated hereby or any matters relating thereto (collectively, “Transaction Litigation”). (b) Subject to Applicable Law and to the extent that the attorney-client privilege is not compromised or otherwise adversely affected, each of the Company and Parent shall keep the other Party informed regarding any Transaction Litigation. Other than with respect Litigation (including by promptly furnishing to any the other Party and such other Party’s Representatives such information relating to such Transaction Litigation where as may reasonably be requested). Subject to Applicable Law and to the Parties are adverse to each otherextent that the attorney-client privilege is not compromised or otherwise adversely affected, each of Allergan and AbbVie Party shall (i) reasonably cooperate with the other in the defense or settlement of any Transaction Litigation, and shall (ii) give the other Party the opportunity to consult with it regarding the defense and settlement of such Transaction Litigation (and shall consider in good faith the other Party’s advice with respect to such Transaction Litigation, ) and Allergan shall (iii) give AbbVie the other Party the opportunity to participate (at the other Party’s expense) in (but not control), at AbbVie’s expense, ) the defense and settlement of such Transaction Litigation. Prior to the Effective TimeNeither Party shall settle, other than with respect to Transaction Litigation where the Parties are adverse to each other, neither Allergan nor any of its Subsidiaries shall settle or offer to settle or enter into any settlement agreement in respect of any Transaction Litigation hereby without the other Party’s prior written consent of AbbVie (which such consent shall to not unreasonably be unreasonably withheld, conditioned delayed or delayedconditioned). . (c) Notwithstanding anything to the contrary in this Section 7.107.11, (i) in the event of any conflict with any other covenant or agreement contained in Section 7.2 7.01 that expressly addresses the subject matter of this Section 7.107.11, this Section 7.2 7.11 shall govern and control, and (ii) this Section 7.11 shall be in addition to and not limit or otherwise modify the Parties’ respective obligations under Section 6.03 or Section 6.04. Without otherwise limiting the Indemnitees’ rights with regard to the right to counsel, following the Effective Time, the Indemnitees shall be entitled to continue to retain ▇▇▇▇▇▇▇ Procter LLP or such other counsel selected by such Indemnitees to defend any Transaction Litigation.

Transaction Litigation. Subject to Without limiting in any way the last sentence of this Section 7.10parties’ hereto obligations under ‎Section 7.4 and other than Actions between or among the Parties hereto, each of Allergan Rolex and AbbVie Tag shall promptly notify the other Party of any stockholder Actions or shareholder demands, lawsuits, arbitration demands or other similar claims, actions or proceedings (including derivative claims) commenced against it, its Subsidiaries it and/or its or its Subsidiaries’ respective directors or officers relating to this Agreement or any of the transactions contemplated hereby or any matters matter relating thereto hereto (collectively, “Transaction Litigation”) ); provided that a Party’s good faith failure to comply with this ‎Section 7.14 shall not constitute a breach of this ‎Section 7.14, and shall keep not provide any other Party the right not to effect, or the right to terminate, the transactions contemplated by this Agreement, except to the extent that any other provision of this Agreement independently provides such right. Each of Rolex and Tag shall give the other Party informed regarding any Transaction Litigation. Other than with respect party the opportunity to any Transaction Litigation where the Parties are adverse to each other, each of Allergan and AbbVie shall reasonably cooperate with the other participate in the defense or settlement of any Transaction Litigation, and no such settlement shall give the other Party the opportunity be agreed to consult with it regarding the defense and settlement of such Transaction Litigation and shall consider in good faith the other Party’s advice with respect to such Transaction Litigation, and Allergan shall give AbbVie the opportunity to participate in (but not control), at AbbVie’s expense, the defense and settlement of such Transaction Litigation. Prior to the Effective Time, other than with respect to Transaction Litigation where the Parties are adverse to each other, neither Allergan nor any of its Subsidiaries shall settle by either Rolex or offer to settle any Transaction Litigation Tag without the prior written consent of AbbVie (the other Party, which consent shall not be unreasonably withheld, conditioned or delayed). Without limiting in any way the parties’ obligations under ‎Section 7.4, each of Rolex and Tag shall cooperate, shall cause their respective Subsidiaries to cooperate, and shall use its reasonable best efforts to cause its Representatives to cooperate, in the defense against such Transaction Litigation. For purposes of in this ‎Section 7.14, “participate” means that each Party shall keep the other Party reasonably apprised of any material development and the proposed strategy with respect to any such Transaction Litigation and provide the other Party with copies of any proposed litigation papers at least forty-eight (48) hours prior to filing, and promptly provide all litigation papers filed in any such Transaction Litigation, and each Party may offer advice, comments or suggestions with respect to any such Transaction Litigation, which the other Party shall consider in good faith. Notwithstanding anything to the contrary in this Section 7.10‎Section 7.14, in the event of any conflict with any other covenant or agreement contained in Section 7.2 that expressly addresses the subject matter of this Section 7.10, Section 7.2 matters relating to Dissenting Shares shall govern and controlbe governed by ‎Section 3.4.