Common use of Certain Litigation Clause in Contracts

Certain Litigation. Each party shall promptly advise the other party orally and in writing of any actual or threatened shareholder litigation against such party and/or the members of such party’s board of directors related to this Agreement or the Merger and the other transactions contemplated by this Agreement. Seller shall: (i) permit Buyer to review and discuss in advance, and consider in good faith the view of Buyer in connection with, any proposed written or oral response to such shareholder litigation; (ii) furnish Buyer’s outside legal counsel with all non-privileged information and documents which outside legal counsel may reasonably request in connection with such shareholder litigation; (iii) consult with Buyer regarding the defense or settlement of any such shareholder litigation, and (iv) not settle any such litigation prior to such consultation and consideration; provided, however, that Seller shall not settle any such shareholder litigation if such settlement requires the payment of money damages, without the written consent of Buyer (such consent not to be unreasonably withheld) unless the payment of any such damages by Seller is reasonably expected by Seller, following consultation with outside counsel, to be fully covered (disregarding any deductible to be paid by Seller) under Seller’s existing director and officer insurance policies, including any tail policy.

Certain Litigation. Each party Party shall promptly advise the other party Party orally and in writing of any actual or threatened shareholder or stockholder litigation against such party Party and/or the members of such party’s the board of directors of Charter or the board of directors of CenterState related to this Agreement or the Merger and the other transactions contemplated by this Agreement. Seller Charter shall: (i) permit Buyer CenterState to review and discuss in advance, and consider in good faith the view views of Buyer CenterState in connection with, any proposed written or oral response to such shareholder or stockholder litigation; (ii) furnish BuyerCenterState’s outside legal counsel with all non-privileged information and documents which outside legal counsel may reasonably request in connection with such shareholder or stockholder litigation; (iii) consult with Buyer CenterState regarding the defense or settlement of any such shareholder or stockholder litigation, shall give due consideration to CenterState’s advice with respect to such shareholder or stockholder litigation and (iv) shall not settle any such litigation prior to such consultation and consideration; provided, however, that Seller Charter shall not settle any such shareholder or stockholder litigation if such settlement requires the payment of money damages, without the written consent of Buyer CenterState (such consent not to be unreasonably withheld, conditioned or delayed) unless the payment of any such damages by Seller Charter is reasonably expected by SellerCharter, following consultation with outside counsel, to be fully covered (disregarding any deductible to be paid by SellerCharter) under SellerCharter’s existing director and officer insurance policies, including any tail policy.

Certain Litigation. Each party Company shall promptly advise the other party Buyer orally and in writing of any actual or threatened shareholder litigation against such party Company and/or the members of such party’s board of directors the Company Board related to this Agreement or the Merger and the other transactions contemplated by this Agreement. Seller Company shall: (i) permit Buyer to review and discuss in advance, and consider in good faith the view views of Buyer in connection with, any proposed written or oral response to such shareholder litigation; (ii) furnish Buyer’s outside legal counsel with all non-privileged information and documents which outside legal counsel may reasonably request in connection with such shareholder litigation; (iii) consult with Buyer regarding the defense or settlement of any such shareholder litigation, shall give due consideration to Buyer’s advice with respect to such shareholder litigation and (iv) shall not settle any such litigation prior to such consultation and consideration; provided, however, that Seller Company shall not settle any such shareholder litigation if such settlement requires the payment of money damages, without the written consent of Buyer (such consent not to be unreasonably withheldwithheld or delayed) unless the payment of any such damages by Seller Company is reasonably expected by SellerCompany, following consultation with outside counsel, to be fully covered (disregarding any deductible to be paid by SellerCompany) under SellerCompany’s existing director and officer insurance policies, including any tail policy.

Certain Litigation. Each party shall promptly advise the other party orally and in writing of any actual or threatened shareholder litigation against such party and/or the members of such party’s board of directors related to this Agreement or the Merger and the other transactions contemplated by this Agreement. Seller HPBC shall: (i) permit Buyer BNC to review and discuss in advance, and consider in good faith the view of Buyer BNC in connection with, any proposed written or oral response to such shareholder litigation; (ii) furnish BuyerBNC’s outside legal counsel with all non-privileged information and documents which outside legal counsel may reasonably request in connection with such shareholder litigation; (iii) consult with Buyer BNC regarding the defense or settlement of any such shareholder litigation, and (iv) not settle any such litigation prior to such consultation and consideration; provided, however, that Seller HPBC shall not settle any such shareholder litigation if such settlement requires the payment of money damages, without the written consent of Buyer BNC (such consent not to be unreasonably withheld) unless the payment of any such damages by Seller HPBC is reasonably expected by SellerHPBC, following consultation with outside counsel, to be fully covered (disregarding any deductible to be paid by SellerHPBC) under SellerHPBC’s existing director and officer insurance policies, including any tail policy.

Certain Litigation. Each party Company shall promptly advise the other party Buyer orally and in writing of any actual or threatened shareholder litigation against such party Company, its Subsidiaries and/or the members of such party’s board of directors Company Board related to this Agreement or the Merger and the other transactions contemplated by this Agreement. Seller Company shall: (i) permit Buyer to review and discuss in advance, and consider in good faith the view views of Buyer in connection with, any proposed written or oral response to such shareholder litigation; (ii) furnish Buyer’s outside legal counsel with all non-privileged information and documents which outside legal counsel may reasonably request in connection with such shareholder litigation; (iii) consult with Buyer regarding the defense or settlement of any such shareholder litigation, shall give consider in good faith the views of Buyer’s with respect to such litigation and (iv) shall not settle any such litigation prior to such consultation and consideration; provided, however, that Seller Company shall not settle any such shareholder litigation if such settlement requires the payment of money damages, without the written consent of Buyer (such consent not to be unreasonably withheldwithheld or delayed) unless the payment of any such damages by Seller Company is reasonably expected by SellerCompany, following consultation with outside counsel, to be fully covered (disregarding any deductible to be paid by SellerCompany) under SellerCompany’s existing director and officer insurance policies, including any tail policy.

Certain Litigation. Each party shall promptly advise the other party orally and in writing of any actual or threatened shareholder stockholder litigation against such party and/or the members of such partythe Company Board or Buyer’s board of directors related to this Agreement or the Merger and the other transactions contemplated by this Agreement. Seller Company shall: (i) permit Buyer to review and discuss in advance, and consider in good faith the view views of Buyer in connection with, any proposed written or oral response to such shareholder stockholder litigation; (ii) furnish Buyer’s outside legal counsel with all non-privileged information and documents which outside legal counsel may reasonably request in connection with such shareholder stockholder litigation; (iii) consult with Buyer regarding the defense or settlement of any such shareholder stockholder litigation, shall give due consideration to Buyer’s advice with respect to such stockholder litigation and (iv) shall not settle any such litigation prior to such consultation and consideration; provided, however, that Seller Company shall not settle any such shareholder stockholder litigation if such settlement requires the payment of money damages, without the written consent of Buyer (such consent not to be unreasonably withheld) unless the payment of any such damages by Seller Company is reasonably expected by SellerCompany, following consultation with outside counsel, to be fully covered (disregarding any deductible to be paid by SellerCompany) under SellerCompany’s existing director and officer insurance policies, including any tail policy.