Common use of Certain Litigation Clause in Contracts

Certain Litigation. In the event that any litigation related to this Agreement and/or the Contemplated Transactions is brought by, or threatened in writing by, any Person against the Company and/or its directors or officers, the Company shall promptly notify Parent of such litigation and shall keep Parent reasonably informed with respect to the status thereof. Notwithstanding anything to the contrary herein (but subject to the following sentence), the Company shall have the right to control the defense of any such litigation; provided that the Company shall give the Parent the opportunity to participate, at the Parent’s expense, in the defense of any such litigation and the Company shall give due consideration to the Parent’s advice with respect to such litigation. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not settle, offer to settle, or enter into any negotiations or agreements with respect to the settlement or potential settlement of any such litigation without the prior written consent of Parent, which consent shall not be unreasonably conditioned, withheld or delayed (provided that Parent shall not withhold its consent if the settlement involves (a) solely the payment of an aggregate amount not to exceed $100,000 and supplemental disclosure (provided, further that the Parent shall be given reasonable opportunity to review and comment on any supplemental disclosure and the Company shall consider in good faith any reasonable changes thereto proposed by Parent), (b) no admission of wrongdoing or liability, (c) no injunctive or similar relief, (d) a complete and unconditional release from the named plaintiff(s) of all defendants in respect of all disclosure claims then pending relating to this Agreement and the Contemplated Transactions, (e) the withdrawal or dismissal of all claims and actions then pending relating to this Agreement and the Contemplated Transactions and (f) no restrictions on the Company’s ability to conduct its business following the Closing). Each of the Parent and the Company shall notify the other promptly of the commencement, or commencement threatened in writing, of any such litigation of which it has received notice.

Certain Litigation. In (a) Purchaser shall assume the event that control and defense at its sole expense of all stockholder litigation against Purchaser, any litigation related to this Agreement and/or of its Subsidiaries or any of the Contemplated Transactions is brought bydirectors, managers, or threatened officers of Purchaser or its Subsidiaries, in writing byeach case, any Person against arising out of or in connection with this Agreement, the Ancillary Agreements or the Transactions (collectively, the “Stockholder Litigation (Purchaser)”); provided, however, that (i) Purchaser shall promptly as practicable notify the Company and/or its directors or officers, and the Sellers of such Stockholder Litigation (Purchaser) and (ii) Purchaser shall keep the Company shall promptly notify Parent of such litigation and shall keep Parent the Sellers reasonably informed with respect to the status thereofof such Stockholder Litigation (Purchaser). Notwithstanding anything to The Company shall assume the contrary herein (but subject to control and defense at its sole expense of all stockholder litigation against the following sentence)Company, any of its Subsidiaries or any of the directors, managers or officers of the Company shall have the right to control the defense of any such litigation; provided that the Company shall give the Parent the opportunity to participate, at the Parent’s expenseor its Subsidiaries, in the defense each case, arising out of any such litigation and the Company shall give due consideration to the Parent’s advice or in connection with respect to such litigation. Notwithstanding anything to the contrary contained in this Agreement, the Ancillary Agreements or the Transactions (collectively, the “Stockholder Litigation (Company)”); provided, however, that (i) the Company shall not settle, offer to settle, or enter into any negotiations or agreements with respect to promptly as practicable notify Purchaser of such Stockholder Litigation (Company) and (ii) the settlement or potential settlement Company shall keep Purchaser reasonably informed concerning the status of any such litigation without Stockholder Litigation (Company). (b) Purchaser shall obtain the prior written consent of Parent, the Company (which consent shall not be unreasonably withheld, conditioned, withheld or delayed delayed) before entering into any settlement, understanding, or other agreement relating to such Stockholder Litigation (provided that Parent Purchaser). The Company shall obtain the prior written consent of Purchaser (which shall not withhold its consent if the settlement involves be unreasonably withheld, conditioned, or delayed) before entering into any settlement, understanding, or other agreement relating to such Stockholder Litigation (a) solely the payment of an aggregate amount not to exceed $100,000 and supplemental disclosure (provided, further that the Parent shall be given reasonable opportunity to review and comment on any supplemental disclosure and the Company shall consider in good faith any reasonable changes thereto proposed by ParentCompany), (b) no admission of wrongdoing or liability, . (c) no injunctive or similar reliefEach Party shall cooperate, (d) a complete and unconditional release from the named plaintiff(s) of all defendants cause its Affiliates to cooperate, in respect of all disclosure claims then pending relating to this Agreement and the Contemplated Transactions, (e) the withdrawal or dismissal of all claims and actions then pending relating to this Agreement and the Contemplated Transactions and (f) no restrictions on the Company’s ability to conduct its business following the Closing). Each of the Parent and the Company shall notify the other promptly of the commencement, or commencement threatened in writing, defense of any Stockholder Litigation (Purchaser) or any Stockholder Litigation (Company) and shall furnish or cause to be furnished such litigation of which it has received noticerecords, information, and testimony, and attend, at each Party’s own expense, such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection with such Stockholder Litigation (Purchaser) or such Stockholder Litigation (Company).

Certain Litigation. In Each of the event that parties hereto shall promptly advise the other parties orally and in writing of any litigation related commenced by any stockholder of the Company after the date hereof against such party or any of its directors or Affiliates relating to this Agreement, the Merger, the Voting and Support Agreement and/or the Contemplated Transactions is brought bytransactions provided for herein and therein. In addition, or threatened in writing by, any Person against the Company and/or its directors or officerssubject to a customary joint defense agreement, the Company shall promptly notify Parent of such litigation and shall keep Parent Newco reasonably informed regarding any litigation commenced by any stockholder of the Company after the date hereof against the Company or any of its directors or Affiliates relating to this Agreement, the Merger, the Voting and Support Agreement or the transactions provided for herein and therein. The Company shall give Newco the opportunity to consult with respect to the status thereof. Notwithstanding anything to the contrary herein Company regarding (but subject not to the following sentence), the Company shall have the right to control control) the defense or settlement of any such stockholder litigation; provided that the Company shall give the Parent the opportunity to participate, at the Parent’s expense, in the defense of any such litigation and the Company shall give due consideration to the ParentNewco’s advice with respect to such litigation. Notwithstanding anything to the contrary contained in this Agreement, the Company stockholder litigation and shall not settle, offer to settle, or enter into any negotiations or agreements with respect to the settlement or potential settlement of settle any such stockholder litigation without the prior written consent of ParentNewco unless such settlement requires only an immaterial payment by the Company, which consent shall not be unreasonably conditioned, withheld or delayed (provided that Parent shall not withhold its consent if the settlement involves (a) solely the payment of an aggregate amount not to exceed $100,000 and supplemental disclosure (provided, further that the Parent shall be given reasonable opportunity to review and comment on any supplemental disclosure and the Company shall consider in good faith any reasonable changes thereto proposed by Parent), (b) no admission of wrongdoing or liability, (c) no injunctive or similar relief, (d) a complete and unconditional release from the named plaintiff(s) of all defendants in respect of all disclosure claims then pending relating to this Agreement and the Contemplated Transactions, (e) the withdrawal or dismissal of all claims and actions then pending relating to this Agreement and the Contemplated Transactions and (f) contains no restrictions on the Company’s ability operations, and contains no admission of fault by the Company. In the event that (i) a proposed settlement of any stockholder litigation (of which Newco has been advised and kept informed in accordance with the terms of this Section 6.9) would not have a Company Material Adverse Effect (a “Proposed Settlement”), (ii) Newco does not consent to conduct such Proposed Settlement and (iii) the ultimate resolution of such litigation is less favorable to the Company and its business following Subsidiaries than the Closing)Proposed Settlement, then such resolution and the effects thereof on the Company and its Subsidiaries shall not constitute, or be considered in determining the existence or occurrence of, a Company Material Adverse Effect. Each of the Parent and In addition, the Company shall notify not cooperate with any third party that may hereafter seek to restrain or prohibit or otherwise oppose the other promptly of the commencement, or commencement threatened in writing, of Merger and shall cooperate with Newco to resist any such litigation of which it has received noticeeffort to restrain or prohibit or otherwise oppose the Merger.

Certain Litigation. In the event that any litigation related to this Agreement and/or the Contemplated Transactions is brought by, or threatened in writing by, any Person against the Company and/or its directors or officers, the The Company shall promptly notify Parent advise Acquiror orally and in writing of such any litigation commenced after the date hereof against the Company, the Operating Partnership, Montgomery or any trustees, managers or directors of any of them by a▇▇ ▇▇▇▇▇▇▇lder of the Company or any holder of OP Common Units or any holder of Montgomery LP Units, as the case may be (collectively, the "Sharehold▇▇ ▇▇▇▇▇▇▇▇▇▇") relating to this Agreement, any of the Mergers and/or the other transactions contemplated hereby and shall keep Parent reasonably Acquiror fully informed regarding any Shareholder Litigation. The Company Parties shall give Acquiror the opportunity to consult with respect to the status thereof. Notwithstanding anything to the contrary herein (but subject to the following sentence), the Company shall have the right to control Parties regarding the defense or settlement of any such litigation; provided that the Company shall give the Parent the opportunity to participateShareholder Litigation, at the Parent’s expense, in the defense of any such litigation and the Company shall give due consideration to the Parent’s Acquiror's advice with respect to such litigation. Notwithstanding anything to the contrary contained in this Agreement, the Company Shareholder Litigation and shall not settle, offer to settle, or enter into any negotiations or agreements with respect to the settlement or potential settlement of settle any such litigation Shareholder Litigation without the prior written consent of ParentAcquiror, which consent shall not be unreasonably conditioned, withheld or delayed (provided that Parent shall not withhold its consent if the settlement involves (a) solely the payment of an aggregate amount not to exceed $100,000 and supplemental disclosure (provideddelayed. In addition, further that the Parent shall be given reasonable opportunity to review and comment on any supplemental disclosure and the Company shall consider in good faith not cooperate with any reasonable changes thereto proposed by Parent), (b) no admission of wrongdoing third party that may hereafter seek to restrain or liability, (c) no injunctive prohibit or similar relief, (d) a complete and unconditional release from the named plaintiff(s) of all defendants in respect of all disclosure claims then pending relating to this Agreement and the Contemplated Transactions, (e) the withdrawal or dismissal of all claims and actions then pending relating to this Agreement and the Contemplated Transactions and (f) no restrictions on the Company’s ability to conduct its business following the Closing). Each otherwise oppose any of the Parent Mergers and the Company shall notify the other promptly of the commencementcooperate with Acquiror, or commencement threatened in writingREIT Merger Sub, of OP Merger Sub and Montgomery Merger Sub to resist any such litigation of which it has received noticeeffort to restrain or prohib▇▇ ▇▇ ▇▇▇▇rwise oppose the Mergers.

Certain Litigation. In (a) Company shall promptly advise GWBI orally and in writing of any Action that could reasonably be expected to have a Material Adverse Effect on Company or Company Bank, and shall keep GWBI reasonably informed on a timely basis regarding any such Action. Each party shall promptly advise the event that other party orally and in writing of any litigation actual or threatened Action against such party and/or the members of the Company board of directors or GWBI’s board of directors related to this Agreement and/or or the Contemplated Transactions is brought byMerger and the other transactions contemplated by this Agreement. Company shall: (i) permit GWBI to review and discuss in advance, or threatened and consider in writing bygood faith the views of GWBI in connection with, any Person against the Company and/or proposed written or oral response to such Action; (ii) furnish GWBI and its directors outside legal counsel with all non- privileged information and documents which GWBI or officers, the Company shall promptly notify Parent of its outside counsel may reasonably request in connection with such litigation and shall keep Parent reasonably informed Action; (iii) consult with respect to the status thereof. Notwithstanding anything to the contrary herein (but subject to the following sentence), the Company shall have the right to control GWBI regarding the defense or settlement of any such litigation; provided that the Company shall give the Parent the opportunity to participateAction, at the Parent’s expense, in the defense of any such litigation and the Company shall give due consideration to the ParentGWBI’s advice with respect to such litigation. Notwithstanding anything Action and shall not settle any such litigation prior to the contrary contained in this Agreementsuch consultation and consideration; provided, the however, that Company shall not settlesettle any such Action if such settlement requires the payment of money damages, offer without the written consent of GWBI (such consent not to settlebe unreasonably withheld) unless the payment of any such damages by Company, or enter into any negotiations or agreements with respect to the settlement or potential settlement of a stockholder Action, is reasonably expected by Company, following consultation with outside counsel, to be fully covered (disregarding any such litigation without the prior written consent of Parentdeductible to be paid by Company) under Company’s existing director and officer insurance policies, which consent shall not be unreasonably conditioned, withheld or delayed (provided that Parent shall not withhold its consent if the settlement involves (a) solely the payment of an aggregate amount not to exceed $100,000 and supplemental disclosure (provided, further that the Parent shall be given reasonable opportunity to review and comment on including any supplemental disclosure and the Company shall consider in good faith any reasonable changes thereto proposed by Parent), tail policy. (b) no admission Company shall promptly advise GWBI orally and in writing of wrongdoing the commencement of any investigation or liabilityaudit by any Governmental Entity with respect to Company, Company Bank or any of their respective directors or employees and shall keep GWBI reasonably informed on a timely basis regarding any such investigation or audit (c) no injunctive regardless of whether commenced before or similar reliefafter the date of this Agreement), (d) a complete including by promptly delivering to GWBI copies of any correspondence relating thereto. Company shall give GWBI the opportunity to consult with Company regarding such investigation or audit and unconditional release from the named plaintiff(s) shall consider GWBI’s views with respect to such investigation or audit. The delivery of all defendants in respect of all disclosure claims then pending relating any notice pursuant to this Agreement and Section 5.12(b) shall not limit or otherwise affect the Contemplated Transactions, (e) the withdrawal or dismissal of all claims and actions then pending relating remedies available hereunder to this Agreement and the Contemplated Transactions and (f) no restrictions on the Company’s ability to conduct its business following the Closing). Each of the Parent and the Company shall notify the other promptly of the commencement, or commencement threatened in writing, of any such litigation of which it has received noticeGWBI.

Certain Litigation. In the event that any litigation related to this Agreement and/or the Contemplated Transactions is brought by, or threatened in writing by, any Person against the Company and/or its directors or officers, the Company shall promptly notify Parent of such litigation and shall keep Parent reasonably informed with respect to the status thereof. Notwithstanding anything to the contrary herein (but subject to the following sentence), the Company shall have the right to control the defense of any such litigation; provided that the Company shall give the Parent the opportunity to participate, at the Parent’s expense, in the defense of any such litigation and the Company shall give due consideration to the Parent’s advice with respect to such litigation. Notwithstanding anything to the contrary contained in this Agreement, the outcome of the currently pending litigation commenced against the Post Authority of New York and New Jersey (the "Port Authority") and the Company and/or one or more of its subsidiaries in the United States District Court for the Eastern District of New York (styled as Case No.: CV96-3793), and any related legal proceeding in state or federal court including without limitation any reasonably related legal proceedings instituted by individual members of the coalition which is the plaintiff in the aforementioned proceeding involving the lease dated March 29, 1996 between the Company and the Port Authority (the "Port Authority Lease"), shall not settleconstitute an event which gives rise to a failure of a condition to Parent's and Acquisition Sub's respective obligations under this Agreement (including without limitation, offer if the Port Authority Lease is deemed unenforceable and the Company has not secured or occupied another location prior to settlethe expiration of the Company's lease at 550 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Brooklyn, New York), or enter into any negotiations which otherwise provides Parent or agreements Acquisition Sub with respect the right to decline to consummate the Merger as a result of a failure of a closing condition. The Company has, prior to the settlement date hereof, delivered a true and correct copy of the Indemnification Agreement, dated October 8, 1996, by and between the Port Authority and the Company and/or one or potential settlement more of its subsidiaries (the "Indemnification Agreement"). The Company (a) shall keep Parent and its counsel advised in writing of the status of, and material developments in, the pending legal proceeding referred to above, (b) shall notify Parent and its counsel in writing of the commencement of any related legal proceeding, (c) shall preserve its rights under the Indemnification Agreement, and (d) shall not settle or compromise the pending legal proceeding or any such litigation related legal proceeding without the prior written consent of ParentParent and Acquisition Sub, which consent shall not be unreasonably conditioned, withheld or delayed (provided that Parent shall not withhold its consent if the settlement involves (a) solely the payment of an aggregate amount not to exceed $100,000 and supplemental disclosure (provided, further that the Parent shall be given reasonable opportunity to review and comment on any supplemental disclosure and the Company shall consider in good faith any reasonable changes thereto proposed by Parent), (b) no admission of wrongdoing or liability, (c) no injunctive or similar relief, (d) a complete and unconditional release from the named plaintiff(s) of all defendants in respect of all disclosure claims then pending relating to this Agreement and the Contemplated Transactions, (e) the withdrawal or dismissal of all claims and actions then pending relating to this Agreement and the Contemplated Transactions and (f) no restrictions on the Company’s ability to conduct its business following the Closing)withheld. Each of the B. Public Announcements. Parent and the Company shall notify consult with each other before issuing any press release or otherwise making any public statements or announcements with respect to this Agreement or any transaction contemplated herein and shall not issue any such press release or make any such public statement without the prior written consent of the other promptly party, which consent shall not be unreasonably withheld; provided, however, that a party may, without the prior consent of the commencementother party, issue such press release or commencement threatened make such public statement or announcement as may be required by law if it has used its reasonable best efforts to consult with the other party and to obtain such party's consent but has been unable to do so. Notwithstanding anything to the contrary set forth in writingthis Agreement, the Company shall not, and shall use its best efforts to ensure that its stockholders, directors, officers, employees, agents, advisors or affiliates do not, disclose any information concerning Parent or any of its affiliates without the prior written consent of a majority of the equity holders of Parent. Access to any information concerning Parent and its affiliates shall be limited by the Company only to those employees, advisors and representatives who have a need to receive any such litigation information for the purpose of which it has received notice.consummating the Merger and the other transactions contemplated by this Agreement and who are under an enforceable obligation to the Company to hold such information in confidence under similar terms and conditions as set forth in the Confidentiality Agreement. A.

Certain Litigation. In The Company shall promptly (and in any event within two (2) Business Days) advise Parent of any Legal Proceeding asserted, threatened or commenced after the event that date hereof against the Company or any litigation related of its directors or officers (in their capacity as such) by any Company Stockholders (on their own behalf or on behalf of the Company) relating to this Agreement and/or or the Contemplated Transactions is brought bytransactions contemplated hereby (any such Legal Proceeding, or threatened in writing by“Transaction Litigation”), any Person against the Company and/or its directors or officers, the Company shall promptly notify Parent of such litigation and shall keep Parent reasonably informed regarding any such Transaction Litigation. The Company shall give Parent the opportunity to (a) participate in the defense, prosecution, settlement or compromise of any Transaction Litigation, and (b) consult with legal counsel to the Company regarding the defense, prosecution, settlement or compromise with respect to any such Transaction Litigation. For purposes of this Section 7.11, “participate” means that Parent will be kept reasonably apprised on a reasonably prompt basis of proposed strategy and other significant decisions with respect to the status thereofTransaction Litigation (to the extent that the attorney-client privilege between the Company and its legal counsel is not undermined or otherwise adversely affected), and Parent may offer comments or suggestions with respect to such Transaction Litigation which the Company shall consider in good faith; provided that the Company shall not settle or compromise or agree to settle or compromise any Transaction Litigation, or file any supplemental disclosures to moot or otherwise address the claims in any Legal Proceeding, other than with respect to comments from the SEC or its staff regarding the Schedule 14D-9 or other Offer Documents which are the subject of Section 2.1(f), without Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the contrary herein (but subject in this Section 7.11, no such action shall be required to the following sentence), the Company shall have the right to control the defense of any such litigation; provided that the Company shall give the Parent the opportunity to participate, at the Parent’s expense, in the defense of any such litigation and the Company shall give due consideration to the Parent’s advice be taken with respect to such litigation. Notwithstanding anything to the contrary contained in this Agreement, any disputes between any of the Company shall not settleor any of its Affiliates, offer to settleon the one hand, or enter into and any negotiations or agreements with respect to the settlement or potential settlement of any such litigation without the prior written consent of Parent, which consent shall not be unreasonably conditionedMerger Sub, withheld or delayed (provided that Parent shall not withhold its consent if the settlement involves (a) solely the payment any of an aggregate amount not to exceed $100,000 and supplemental disclosure (providedtheir respective Subsidiaries or Affiliates, further that the Parent shall be given reasonable opportunity to review and comment on any supplemental disclosure and the Company shall consider in good faith any reasonable changes thereto proposed by Parent), (b) no admission of wrongdoing or liability, (c) no injunctive or similar relief, (d) a complete and unconditional release from the named plaintiff(s) of all defendants in respect of all disclosure claims then pending relating to this Agreement and the Contemplated Transactions, (e) the withdrawal or dismissal of all claims and actions then pending relating to this Agreement and the Contemplated Transactions and (f) no restrictions on the Company’s ability to conduct its business following the Closing). Each of the Parent and the Company shall notify the other promptly of the commencement, or commencement threatened in writing, of any such litigation of which it has received noticehand.

Certain Litigation. In (a) Purchaser shall assume the event that any control and defense at its sole expense of all stockholder litigation related to this Agreement and/or the Contemplated Transactions is brought by, or threatened in writing byagainst Purchaser, any Person against of its Subsidiaries or any of the directors, managers or officers of Purchaser or its Subsidiaries, in each case, arising out of or in connection with this Agreement, the Ancillary Agreements or the Transactions (collectively, the “Stockholder Litigation (Purchaser)”); provided, however, that (i) Purchaser shall promptly as practicable notify the Company and/or its directors or officers, and the Sellers of such Stockholder Litigation (Purchaser) and (ii) Purchaser shall keep the Company shall promptly notify Parent of such litigation and shall keep Parent the Sellers reasonably informed with respect to the status thereofof such Stockholder Litigation (Purchaser). Notwithstanding anything to The Company shall assume the contrary herein control and defense at its sole expense of all stockholder litigation against the Company, any of its Subsidiaries or any of the directors or officers of the Company or its Subsidiaries, in each case, arising out of or in connection with this Agreement, the Ancillary Agreements or the Transactions (but subject to collectively, the following sentence“Stockholder Litigation (Company)”); provided, however, that (i) the Company shall have the right to control the defense promptly as practicable notify Purchaser of any such litigation; provided that Stockholder Litigation (Company) and (ii) the Company shall give keep Purchaser reasonably informed with respect to the Parent status of such Stockholder Litigation (Company). (b) Purchaser shall obtain the opportunity prior written consent of the Company (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement, understanding or other agreement relating to participatesuch Stockholder Litigation (Purchaser). The Company shall obtain the prior written consent of Purchaser (which shall not be unreasonably withheld, at the Parent’s expenseconditioned or delayed) before entering into any settlement, understanding or other agreement relating to such Stockholder Litigation (Company). (c) Each Party shall cooperate, and cause its Affiliates to cooperate, in the defense of any Stockholder Litigation (Purchaser) or any Stockholder Litigation (Company) and shall furnish or cause to be furnished such litigation records, information and the Company shall give due consideration to the Parenttestimony, and attend, at each Party’s advice own expense, such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection with respect to such litigation. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not settle, offer to settle, Stockholder Litigation (Purchaser) or enter into any negotiations or agreements with respect to the settlement or potential settlement of any such litigation without the prior written consent of Parent, which consent shall not be unreasonably conditioned, withheld or delayed Stockholder Litigation (provided that Parent shall not withhold its consent if the settlement involves (a) solely the payment of an aggregate amount not to exceed $100,000 and supplemental disclosure (provided, further that the Parent shall be given reasonable opportunity to review and comment on any supplemental disclosure and the Company shall consider in good faith any reasonable changes thereto proposed by ParentCompany), (b) no admission of wrongdoing or liability, (c) no injunctive or similar relief, (d) a complete and unconditional release from the named plaintiff(s) of all defendants in respect of all disclosure claims then pending relating to this Agreement and the Contemplated Transactions, (e) the withdrawal or dismissal of all claims and actions then pending relating to this Agreement and the Contemplated Transactions and (f) no restrictions on the Company’s ability to conduct its business following the Closing). Each of the Parent and the Company shall notify the other promptly of the commencement, or commencement threatened in writing, of any such litigation of which it has received notice.

Certain Litigation. In the event that any litigation related to (i) this Agreement and/or the Contemplated Transactions Transactions, (ii) the AcelRx Merger Agreement and/or the transactions contemplated thereby or (iii) the Melinta Merger Agreement and/or the transactions contemplated thereby, is brought by, or threatened in writing by, any Person against the Company and/or its directors or officers, the Company shall promptly notify Parent of such litigation and shall keep Parent reasonably informed with respect to the status thereof. Notwithstanding anything to the contrary herein (but subject to the following sentence), the Company shall have the right to control the defense of any such litigation; provided that the Company shall give the Parent the opportunity to participate, at the Parent’s expense, in the defense of any such litigation and the Company shall give due consideration to the Parent’s advice with respect to such litigation. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not settle, offer to settle, or enter into any negotiations or agreements with respect to the settlement or potential settlement of any such litigation without the prior written consent of Parent, which consent shall not be unreasonably conditioned, withheld or delayed (provided that that, with respect solely to any litigation referred to in clause (i) of this Section 5.10, Parent shall not withhold its consent if the settlement involves (a) solely the payment of an aggregate amount not to exceed $100,000 400,000 and supplemental disclosure (provided, further that the Parent shall be given reasonable opportunity to review and comment on any supplemental disclosure and the Company shall consider in good faith any reasonable changes thereto proposed by Parent), (b) no admission of wrongdoing or liability, (c) no injunctive or similar relief, (d) a complete and unconditional release from the named plaintiff(s) of all defendants in respect of all disclosure claims then pending relating to this Agreement and the Contemplated Transactions, (e) the withdrawal or dismissal of all claims and actions then pending relating to this Agreement and the Contemplated Transactions and (f) no restrictions on the Company’s ability to conduct its business following the Closing). Each of the Parent and the Company shall notify the other promptly of the commencement, or commencement threatened in writing, of any such litigation of which it has received notice.

Certain Litigation. In Company shall promptly notify and cooperate with Parent with respect to, any stockholder demands, litigations, arbitrations or other similar claims, actions, suits or proceedings (including derivative claims) commenced against it, its Subsidiaries or its or its Subsidiaries’ respective directors or officers relating to this Agreement or any of the event transactions contemplated hereby or any matters relating thereto (collectively, “Transaction Litigation”); provided that “Transaction Litigation” shall not include any litigation where the parties are adverse to each other or any litigation related to this Agreement and/or the Contemplated Transactions is brought by, or threatened in writing by, any Person against the Company and/or its directors or officers, the arising out of a proposal with respect to an Alternative Transaction. Company shall promptly notify (a) give Parent the opportunity to reasonably participate (at Parent’s expense) in (but not control) the defense and settlement of such litigation and shall any Transaction Litigation, (b) keep Parent reasonably informed apprised on a prompt basis of proposed strategy and other significant decisions with respect to any such Transaction Litigation, and provide Parent with the status thereof. Notwithstanding anything opportunity to the contrary herein (but subject to the following sentence), the consult with Company shall have the right to control regarding the defense of any such litigation; provided that the , which advice Company shall give the Parent the opportunity to participateconsider in good faith, at the Parent’s expenseand (c) not, in the defense of any such litigation and the Company shall give due consideration to the Parent’s advice with respect to such litigation. Notwithstanding anything to the contrary contained in this Agreementcause its Subsidiaries not to, the Company shall not settle, settle or offer to settle, or enter into settle any negotiations or agreements with respect to the settlement or potential settlement of any such litigation Transaction Litigation without the prior written consent of Parent, Parent (which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed (provided that Parent shall not withhold its consent if delayed). Following the settlement involves (a) solely Effective Time, the payment of an aggregate amount not to exceed $100,000 and supplemental disclosure (provided, further that the Parent Existing Indemnified Parties shall be given reasonable opportunity entitled to review and comment on continue to retain Dentons US LLP or such other counsel selected by such Existing Indemnified Parties prior to the Effective Time to defend any supplemental disclosure and the Company shall consider in good faith any reasonable changes thereto proposed by Parent), (b) no admission of wrongdoing or liability, (c) no injunctive or similar relief, (d) a complete and unconditional release from the named plaintiff(s) of all defendants in respect of all disclosure claims then pending relating to this Agreement and the Contemplated Transactions, (e) the withdrawal or dismissal of all claims and actions then pending relating to this Agreement and the Contemplated Transactions and (f) no restrictions on the Company’s ability to conduct its business following the Closing). Each of the Parent and the Company shall notify the other promptly of the commencement, or commencement threatened in writing, of any such litigation of which it has received noticeTransaction Litigation.

Certain Litigation. In the event that any litigation related to (i) this Agreement and/or the Contemplated Transactions or (ii) the AcelRx Merger Agreement and/or the transactions contemplated thereby, is brought by, or threatened in writing by, any Person against the Company and/or its directors or officers, the Company shall promptly notify Parent of such litigation and shall keep Parent reasonably informed with respect to the status thereof. Notwithstanding anything to the contrary herein (but subject to the following sentence), the Company shall have the right to control the defense of any such litigation; provided that the Company shall give the Parent the opportunity to participate, at the Parent’s expense, in the defense of any such litigation and the Company shall give due consideration to the Parent’s advice with respect to such litigation. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not settle, offer to settle, or enter into any negotiations or agreements with respect to the settlement or potential settlement of any such litigation without the prior written consent of Parent, which consent shall not be unreasonably conditioned, withheld or delayed (provided that that, with respect solely to any litigation referred to in clause (i) of this Section 5.10, Parent shall not withhold its consent if the settlement involves (a) solely the payment of an aggregate amount not to exceed $100,000 400,000 and supplemental disclosure (provided, further that the Parent shall be given reasonable opportunity to review and comment on any supplemental disclosure and the Company shall consider in good faith any reasonable changes thereto proposed by Parent), (b) no admission of wrongdoing or liability, (c) no injunctive or similar relief, (d) a complete and unconditional release from the named plaintiff(s) of all defendants in respect of all disclosure claims then pending relating to this Agreement and the Contemplated Transactions, (e) the withdrawal or dismissal of all claims and actions then pending relating to this Agreement and the Contemplated Transactions Transactions) and (f) no restrictions on the Company’s ability to conduct its business following the Closing). Each of the Parent and the Company shall notify the other promptly of the commencement, or commencement threatened in writing, of any such litigation of which it has received notice.

Certain Litigation. In (a) Each Stockholder shall indemnify and hold harmless Acquiror, the event that Company and their Subsidiaries against all Losses arising out of any legal, arbitral or administrative claims, actions, suits, litigation related or proceedings of any kind affecting the Health Care Benefits Business, at law or in equity (including actions or proceedings seeking injunctive relief), whether or not the Company or its Subsidiaries is a named party, which (i) arise from facts, events or circumstances occurring prior to this Agreement and/or January 3, 1995 with respect to the Contemplated Transactions is brought byHealth Care Benefits Business conducted by such Stockholder and its affiliates, (ii) arise on or threatened in writing byafter January 3, 1995 with respect to any matter relating to the Health Care Benefits Business for which such Stockholder or its affiliates exercised decision making authority (including by choosing not to act after reviewing specific actions taken or proposed to be taken by the Company and its Subsidiaries) under the Master Agreement, any Person against Affiliate Contract or otherwise (other than Losses resulting from actions or omissions of the Company and/or and its directors Subsidiaries after January 3, 1995 and for which such Stockholder would be entitled to indemnification from the Company under the terms of any Affiliate Contract contemplated by the Master Agreement) or officers(iii) arise on or after January 3, 1995 with respect to any business conducted by the Stockholder or its affiliates of the type included in the Health Care Benefits Business that was not transferred to or reinsured by the Company or its Subsidiaries (other than Losses resulting from actions or omissions of the Company and its Subsidiaries after January 3, 1995 and for which such Stockholder would be entitled to indemnification from the Company under the terms of any Affiliate Contract contemplated by the Master Agreement) (collectively, "Litigation"). Effective as of the Effective Time, the Company shall promptly notify Parent eliminate the litigation reserve of the Company's Subsidiaries for the matters referred to in clause (i) above to the extent that such reserve remains on the books of the Company and its Subsidiaries as of the Effective Time and was part of the $2.5 million litigation reserve established at the time of formation of the Company, and the amount of such litigation and reserve which is eliminated shall keep Parent reasonably informed with respect be paid in cash to the status thereof. Notwithstanding anything to Stockholder who contributed the contrary herein Subsidiary in question. (but subject to b) Except as otherwise provided in this Section 7.20 or as otherwise agreed by the following sentence)parties, the Company shall have the right to control the defense of any Litigation existing as of the date of this Agreement or instituted after the date of this Agreement shall be assumed by the Stockholder in connection with whose Health Care Benefits Business such litigation; provided that Litigation arose as of the date of this Agreement (or the date of institution), and thereafter such Litigation shall be managed by such Stockholder, and the Stockholders shall be responsible for all costs, expenses and liabilities relating to such Litigation. The Company and its Subsidiaries shall give assign to the Parent the opportunity applicable Stockholder all rights to participateany recovery, at the Parent’s expensewhether by reason of subrogation, insurance or otherwise, against any third party in the defense respect of any Losses to such litigation Stockholder resulting from the Litigation. (c) The Stockholders shall keep Acquiror informed of all material developments in such Litigation (including any proposed settlement), and the Company Stockholders shall give due consideration to the Parent’s advice not take any action or enter into any settlement with respect to such litigation. Notwithstanding anything Litigation that could reasonably be expected to adversely affect the contrary contained in this Agreement, the Company shall not settle, offer to settle, or enter into any negotiations or agreements with respect to the settlement or potential settlement of any such litigation Health Care Benefits Business without the prior written consent of ParentAcquiror, which consent shall not be unreasonably conditionedwithheld. In the event that Acquiror, withheld in its reasonable judgment, determines that any Litigation managed by a Stockholder is not being defended by such Stockholder in a reasonably diligent manner or delayed (provided the management of such Litigation is otherwise materially adversely affecting the business of Acquiror, the Company or their Subsidiaries, Acquiror shall, upon written notice to such Stockholder, be permitted to assume the defense of such Litigation, and all reasonable out-of-pocket costs and expenses incurred by Acquiror in defending such Litigation, and all amounts paid pursuant to any judgment or settlement relating thereto, shall be paid by the Stockholders; provided, however, that Parent no such settlement shall be entered into without the prior consent of the applicable Stockholder, which consent shall not withhold its consent if the settlement involves (a) solely the payment of an aggregate amount not to exceed $100,000 be unreasonably withheld, and supplemental disclosure (provided, provided further that the Parent shall be given reasonable opportunity to review applicable Stockholder may participate in the defense of such Litigation at its own cost and comment on any supplemental disclosure and the Company shall consider in good faith any reasonable changes thereto proposed by Parent), (b) no admission of wrongdoing or liability, (c) no injunctive or similar relief, (d) a complete and unconditional release from the named plaintiff(s) of all defendants in respect of all disclosure claims then pending relating to this Agreement and the Contemplated Transactions, (e) the withdrawal or dismissal of all claims and actions then pending relating to this Agreement and the Contemplated Transactions and (f) no restrictions on the Company’s ability to conduct its business following the Closing). Each of the Parent and the Company shall notify the other promptly of the commencement, or commencement threatened in writing, of any such litigation of which it has received noticeexpense.

Certain Litigation. In (a) Notwithstanding anything in this Agreement to the event contrary, Seller shall assume the defense of, and all costs and expenses associated with, including without limitation, the amount of any judgments or settlements thereof, the matters set forth on Section 4.12 of the Disclosure Schedule or any matters disclosed pursuant to Section 4.12, both before and after the Closing Date. The Purchaser shall cause the Company to render such assistance, information, documents and access to personnel and records as may be reasonably requested by Seller in order to assist in such defense. Seller may settle any such matters as they deem appropriate without Purchaser's consent as long as (i) there is no finding or admission of any violation any applicable law or regulation, or any violation of the rights of Purchaser and no effect on any other claims that may be made against Purchaser or its Affiliates, (ii) the sole relief provided under the settlement in monetary damages that are paid in full by Seller and (iii) Purchaser will have no liability with respect to any litigation related compromise or settlement of such claims effected without its consent. To the extent that the Purchaser or the Company receives any insurance proceeds from any insurance policy covering the Company which was in force prior to the Closing with respect to any matters set forth on Section 4.12 of the Disclosure Schedule, they shall as soon as reasonably practicable pay such insurance proceeds to Seller. Further, Purchaser hereby assigns to Seller any rights with respect to such insurance proceeds and/or any claims against insurance companies with respect to matters set forth on Section 4.12 of the Disclosure Schedule. Seller shall promptly reimburse Purchaser and/or the Company, as applicable, for all out-of-pocket costs relating to assistance provided pursuant to this Agreement and/or Section 10.04. The parties hereby agree that the Contemplated Transactions is brought bylimitations set forth in Section 10.03(b)(i) and (ii) shall not apply with respect to this Section 10.04(a). (b) The parties hereby agree that, following the Closing, Seller shall retain the right to continue and control prosecution, at Seller's sole expense, of the lawsuit entitled PHYSICIAN CORPORATION OF AMERICA AND PCA PROPERTY AND CASUALTY INSURANCE COMPANY V. INSURANCE INDUSTRY CONSULTANTS, INC. ▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.A., ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇▇ AND ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Case No. CI 97-4606, pending before the Circuit Court in and for Orange County, Florida (the "MALPRACTICE ACTION") and to receive the proceeds of any settlement or threatened judgment arising from the Malpractice Action; PROVIDED, HOWEVER, that Seller shall indemnify the Company and Purchaser against and hold them harmless from, and shall pay all Damages arising directly or indirectly from or in writing byconnection with, any Person claim asserted against the Company and/or its directors or officers, the Company shall promptly notify Parent of such litigation and shall keep Parent reasonably informed with respect Purchaser related to the status thereof. Notwithstanding anything Malpractice Action on a dollar-for-dollar basis without regard to any of the contrary herein limitations set forth in Section 10.03(b)(i) and (but subject to the following sentenceii), the Company shall have the right to control the defense of any such litigation; provided that the Company shall give the Parent the opportunity to participate, at the Parent’s expense, in the defense of any such litigation and the Company shall give due consideration to the Parent’s advice with respect to such litigation. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not settle, offer to settle, or enter into any negotiations or agreements with respect to the settlement or potential settlement of any such litigation without the prior written consent of Parent, which consent shall not be unreasonably conditioned, withheld or delayed (provided that Parent shall not withhold its consent if the settlement involves (a) solely the payment of an aggregate amount not to exceed $100,000 and supplemental disclosure (provided, further that the Parent shall be given reasonable opportunity to review and comment on any supplemental disclosure and the Company shall consider in good faith any reasonable changes thereto proposed by Parent), (b) no admission of wrongdoing or liability, . (c) no injunctive or similar reliefSeller and Purchaser hereby agree that, (d) a complete and unconditional release from the named plaintiff(s) of all defendants in respect of all disclosure claims then pending relating to this Agreement and the Contemplated Transactions, (e) the withdrawal or dismissal of all claims and actions then pending relating to this Agreement and the Contemplated Transactions and (f) no restrictions on the Company’s ability to conduct its business following the ClosingClosing Date, they shall use their best efforts to cooperate and jointly control the prosecution of the various applications presently pending before the Florida Department of Labor and Employment Security ("▇▇▇▇▇") that seek refunds of assessments paid by the Company and its various predecessors in interest from and after 1996 to ▇▇▇▇▇ (The "▇▇▇▇▇ APPLICATIONS"). Each Seller and Purchaser shall share equally in the expense of prosecuting the Parent ▇▇▇▇▇ Applications and in the Company shall notify the other promptly of the commencement, proceeds from refunds or commencement threatened in writing, of any such litigation of which it has settlements ultimately received noticethereon.

Certain Litigation. In Simultaneously with the event that any litigation related to this Agreement and/or Base Closing (or, in the Contemplated Transactions is brought by, or threatened in writing by, any Person against the Company and/or its directors or officerscase of China CS, the Company shall promptly notify Parent of such litigation China Closing), the Companies and shall keep Parent reasonably informed with respect the Subsidiaries hereby convey, transfer and assign to Seller the status thereof. Notwithstanding anything to Prior Litigation Rights and Seller hereby assumes and acquires the contrary herein (but same, subject to the following sentence)terms hereof. Buyer shall and shall cause the Companies and the Subsidiaries to reasonably cooperate with Seller, its Affiliates and their counsel in connection with the Company shall have the right to control the defense assertion or prosecution of any Prior Litigation Rights, including the timely provision of reasonable documentation or data relevant to such litigation; provided that matters and making available its personnel and providing such testimony as shall be reasonably necessary in connection with such matters. Seller shall reimburse the Company shall give the Parent the opportunity to participate, at the Parent’s expense, in the defense of any such litigation Companies and the Company shall give due consideration to the ParentSubsidiaries for any reasonable out-of-pocket costs (other than attorney’s advice with respect to fees) incurred in providing such litigationcooperation and assistance. Notwithstanding anything to the contrary contained in this Agreement, the Company Seller agrees that it shall not settle, offer to settlelist any of the Companies or Subsidiaries, or enter into any negotiations or agreements with respect predecessor thereto, as a party to the settlement or potential settlement of any such litigation lawsuit involving any Prior Litigation Rights without the obtaining Buyer’s prior written consent of Parentconsent, which consent shall not be unreasonably conditionedwithheld. In the event that Seller does not file suit based on such Prior Litigation Rights against a third party on or before the third (3rd) anniversary of the Base Closing, withheld or delayed (provided that Parent such Prior Litigation Rights shall expire and Seller shall not withhold its include any of the Companies or the Subsidiaries as a party in any subsequent litigation that may be filed without the prior consent if the settlement involves (a) solely the payment of an aggregate amount not to exceed $100,000 and supplemental disclosure (Buyer; provided, further however, to the extent that the Parent shall be given reasonable opportunity to review and comment Buyer files suit based on any supplemental disclosure and the Company Prior Litigation Rights following such three (3) year period, it shall consider in good faith any reasonable changes thereto proposed by Parent), (b) no admission of wrongdoing or liability, (c) no injunctive or similar relief, (d) a complete and unconditional release from the named plaintiff(s) of all defendants in respect of all disclosure claims then pending relating to this Agreement and the Contemplated Transactions, (e) the withdrawal or dismissal of all claims and actions then pending relating to this Agreement and the Contemplated Transactions and (f) no restrictions on the Company’s ability to conduct its business following the Closing). Each reasonably inform Seller of the Parent same and shall provide Seller with the Company shall notify the other promptly of the commencement, or commencement threatened in writing, benefits of any recovery related thereto, to the extent such litigation of which it has received noticerecovery is related to the period prior to the Base Closing.

Certain Litigation. In Each party hereto shall as promptly as reasonably practicable advise the event that other parties hereto of any litigation related Legal Proceedings commenced after the date hereof or threatened against such party or any of its directors, officers (in their capacity as such) or controlled Affiliates by any Company Shareholders (on their own behalf or on behalf of the Company), before any court or other Governmental Authority, relating to this Agreement and/or or the Contemplated Transactions is brought bytransactions contemplated hereby, or threatened in writing by, any Person against the Company and/or its directors or officers, the Company shall promptly notify Parent of such litigation and shall keep Parent the other parties hereto reasonably informed regarding any such litigation. Each party hereto shall give the other parties hereto the opportunity to participate in the defense or settlement of any such shareholder litigation, shall afford the other parties hereto a reasonable opportunity to review and comment on filings and responses related thereto, which comments each such party shall consider in good faith, and shall keep such other parties hereto apprised of, and consult with such other parties hereto with respect to, any proposed strategy and any significant decisions related thereto; provided that neither the Company nor any of its Subsidiaries or Representatives shall compromise, settle, come to an arrangement regarding, or agree to compromise, settle or come to an arrangement regarding any such litigation or consent to the status thereof. Notwithstanding anything same unless Parent shall have consented in writing (not to be unreasonably withheld, delayed or conditioned), unless any such compromise, settlement or arrangement does not include a payment of monetary damages by Parent or the contrary herein Company or any of its Subsidiaries, includes a release of Parent and its directors, officers and agents (but in their capacity as such), as applicable, from all liability arising out of such action or claim and does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of Parent or any of its directors, officers or agents (in their capacity as such); provided, further, that, in any event subject to the following sentence)Parent’s and its Affiliates’ obligations pursuant to Section 6.1, the Company prior to Closing, under no circumstances shall have the right Parent, Merger Sub or any of their respective Representatives be entitled to control the defense of any such litigation; provided that the Company shall give the Parent the opportunity to participate, at the Parent’s expense, in the defense of any such litigation and the Company shall give due consideration to the Parent’s advice with respect to such litigation. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not settle, offer to settle, or enter into any negotiations or agreements with respect to the settlement or potential settlement of any such litigation without the prior written consent of Parent, which consent shall not be unreasonably conditioned, withheld or delayed (provided that Parent shall not withhold its consent if the settlement involves (a) solely the payment of an aggregate amount not to exceed $100,000 and supplemental disclosure (provided, further that the Parent shall be given reasonable opportunity to review and comment on any supplemental disclosure and the Company shall consider in good faith any reasonable changes thereto proposed by Parent), (b) no admission of wrongdoing or liability, (c) no injunctive or similar relief, (d) a complete and unconditional release from the named plaintiff(s) of all defendants in respect of all disclosure claims then pending relating to this Agreement and the Contemplated Transactions, (e) the withdrawal or dismissal of all claims and actions then pending relating to this Agreement and the Contemplated Transactions and (f) no restrictions on the Company’s ability to conduct its business following the Closing). Each of the Parent and the Company shall notify the other promptly of the commencement, or commencement threatened in writing, of any such litigation of which it has received notice.

Certain Litigation. In (a) Parent shall assume the event that any control and defense at its sole expense of all stockholder litigation related to this Agreement and/or the Contemplated Transactions is brought by, or threatened in writing byagainst Parent, any Person of its Subsidiaries or any of the directors, managers or officers of Parent or its Subsidiaries (such Persons, the “Covered Persons (Parent)”), in each case, arising out of or in connection with this Agreement, the Ancillary Agreements or the Transactions (collectively, the “Stockholder Litigation (Parent)”); provided, that (i) Parent shall promptly as practicable notify the Company of such Stockholder Litigation (Parent) and (ii) Parent shall keep the Company reasonably informed with respect to the status of such Stockholder Litigation (Parent). The Company shall assume the control and defense at its sole expense of all stockholder litigation against the Company, any of its Subsidiaries or any of the directors, managers or officers of the Company and/or or its directors Subsidiaries (such Persons, the “Covered Persons (Company)”), in each case, arising out of or officersin connection with this Agreement, the Ancillary Agreements or the Transactions (collectively, the “Stockholder Litigation (Company)”); provided, that (i) the Company shall promptly as practicable notify Parent of such litigation Stockholder Litigation (Parent) and (ii) the Company shall keep Parent reasonably informed with respect to the status thereof. Notwithstanding anything to of such Stockholder Litigation (Company). (b) Parent shall obtain the contrary herein (but subject to the following sentence), prior written consent of the Company (which shall have the right not be unreasonably withheld, conditioned or delayed) before entering into any settlement, understanding or other agreement relating to control the defense of any such litigation; provided that the Stockholder Litigation (Parent). The Company shall give obtain the prior written consent of Parent the opportunity (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement, understanding or other agreement relating to participatesuch Stockholder Litigation (Company). (c) Each Party shall cooperate, at the Parent’s expenseand cause its Affiliates to cooperate, in the defense of any Stockholder Litigation (Parent) or any Stockholder Litigation (Company) and shall furnish or cause to be furnished such litigation records, information and the Company shall give due consideration to the testimony, and attend, at each Party’s own expense, such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection with such Stockholder Litigation (Parent’s advice with respect to ) or such litigation. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not settle, offer to settle, or enter into any negotiations or agreements with respect to the settlement or potential settlement of any such litigation without the prior written consent of Parent, which consent shall not be unreasonably conditioned, withheld or delayed Stockholder Litigation (provided that Parent shall not withhold its consent if the settlement involves (a) solely the payment of an aggregate amount not to exceed $100,000 and supplemental disclosure (provided, further that the Parent shall be given reasonable opportunity to review and comment on any supplemental disclosure and the Company shall consider in good faith any reasonable changes thereto proposed by ParentCompany), (b) no admission of wrongdoing or liability, (c) no injunctive or similar relief, (d) a complete and unconditional release from the named plaintiff(s) of all defendants in respect of all disclosure claims then pending relating to this Agreement and the Contemplated Transactions, (e) the withdrawal or dismissal of all claims and actions then pending relating to this Agreement and the Contemplated Transactions and (f) no restrictions on the Company’s ability to conduct its business following the Closing). Each of the Parent and the Company shall notify the other promptly of the commencement, or commencement threatened in writing, of any such litigation of which it has received notice.

Certain Litigation. In (a) The Company shall control and defend all stockholder litigation against the event that Company, any litigation related of its Subsidiaries or any of the directors or officers of the Company or its Subsidiaries, in each case, arising out of, in connection with, or relating to this Agreement and/or or the Contemplated Transactions transactions contemplated hereby, including the Merger (collectively, the “Shareholder Litigation”); provided, that Parent shall, at its expense, have the right to participate in such proceedings. For purposes of this Section 5.19, “participate” means that Parent will be kept apprised of proposed strategy and other significant decisions with respect to the Shareholder Litigation by the Company (to the extent that the attorney-client privilege between the Company and its counsel is brought bynot undermined or otherwise affected), and Parent may offer comments or threatened suggestions with respect to such Shareholder Litigation but will not be afforded any decision-making power or other authority over such Shareholder Litigation except for the settlement consent set forth in Section 5.19(b). The Company shall as promptly as reasonably practicable notify Parent in writing byof, any Person against the Company and/or its directors or officers, the Company shall promptly notify Parent of such litigation and shall keep Parent reasonably informed with respect to the status thereof. Notwithstanding anything to the contrary herein updated about all material developments in, any Shareholder Litigation. (but subject to the following sentence), the b) The Company shall have obtain the right prior written consent of Parent before entering into any settlement, understanding or other agreement relating to control the defense of any such litigation; provided that the Company Shareholder Litigation. (c) Each party shall give the Parent the opportunity cooperate, and cause its controlled Affiliates to participate, at the Parent’s expensecooperate, in the defense of any Shareholder Litigation and shall furnish or cause to be furnished such litigation records, information and the Company shall give due consideration to the Parenttestimony, and attend, at each party’s advice with respect to own expense, such litigation. Notwithstanding anything to the contrary contained conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in this Agreement, the Company shall not settle, offer to settle, or enter into any negotiations or agreements with respect to the settlement or potential settlement of any such litigation without the prior written consent of Parent, which consent shall not be unreasonably conditioned, withheld or delayed (provided that Parent shall not withhold its consent if the settlement involves (a) solely the payment of an aggregate amount not to exceed $100,000 and supplemental disclosure (provided, further that the Parent shall be given reasonable opportunity to review and comment on any supplemental disclosure and the Company shall consider in good faith any reasonable changes thereto proposed by Parent), (b) no admission of wrongdoing or liability, (c) no injunctive or similar relief, (d) a complete and unconditional release from the named plaintiff(s) of all defendants in respect of all disclosure claims then pending relating to this Agreement and the Contemplated Transactions, (e) the withdrawal or dismissal of all claims and actions then pending relating to this Agreement and the Contemplated Transactions and (f) no restrictions on the Company’s ability to conduct its business following the Closing). Each of the Parent and the Company shall notify the other promptly of the commencement, or commencement threatened in writing, of any such litigation of which it has received noticeconnection therewith.

Certain Litigation. In The Company shall defend, indemnify and hold harmless Elevation and its Affiliates and each director, officer, member, partner, employee and agent of such Persons (the event that “Indemnitees”) against any litigation related out-of-pocket: costs, penalties, judgments, awards, disbursements, amounts paid in settlement or compromise and expenses (including reasonable attorneys’ fees and expenses) (collectively “Damages”) arising out of or resulting from any allegation or claim commenced or made on or after the date hereof by any holder of Company Securities (on their own behalf or on behalf of the Company) relating to this Agreement and/or or the Contemplated Transactions is brought by, or threatened in writing by, any Person against the Company and/or its directors or officers, the Company shall promptly notify Parent of such litigation and shall keep Parent reasonably informed with respect to the status thereof. Notwithstanding anything to the contrary herein transactions contemplated hereby (but subject to the following sentence“Stockholder Litigation”), the Company shall have the right to control the defense of any such litigation; provided that the Company shall give the Parent the opportunity to participate, at the Parent’s expense, in the defense of will not be liable for any such litigation Damages to the extent that such Damages are judicially determined to have resulted primarily from an Indemnitee’s express acts or omissions that are in bad faith or constitute willful misconduct, and upon such a judicial determination Elevation will, and will cause each other Indemnitee to, promptly reimburse the Company shall give due consideration for any amounts previously paid by the Company for which the Company is not liable pursuant to the Parentterms of this Section 5.7. At the Company’s advice request, Elevation and its Affiliates shall consent to the entry of a judgment or enter into any settlement with respect to any Stockholder Litigation to which they are parties provided that such judgment or settlement includes an unconditional release of each Indemnitee with respect to such litigationStockholder Litigation without imposing any obligations or liabilities on any Indemnitee. Notwithstanding anything Elevation and the other Indemnitees shall not consent to the contrary contained in this Agreement, the Company shall not settle, offer to settle, entry of a judgment or enter into any negotiations or agreements with respect to the settlement or potential settlement of claims against them in any such litigation Stockholder Litigation without the prior written consent of Parentthe Company, which consent shall not to be unreasonably conditioned, withheld or delayed (provided that Parent shall not withhold its consent if the settlement involves (a) solely the payment of an aggregate amount not to exceed $100,000 and supplemental disclosure (provided, further that the Parent shall be given reasonable opportunity to review and comment on any supplemental disclosure and the Company shall consider in good faith any reasonable changes thereto proposed by Parent), (b) no admission of wrongdoing or liability, (c) no injunctive or similar relief, (d) a complete and unconditional release from the named plaintiff(s) of all defendants in respect of all disclosure claims then pending relating to this Agreement and the Contemplated Transactions, (e) the withdrawal or dismissal of all claims and actions then pending relating to this Agreement and the Contemplated Transactions and (f) no restrictions on the Company’s ability to conduct its business following the Closing). Each of the Parent and the Company shall notify the other promptly of the commencement, or commencement threatened in writing, of any such litigation of which it has received noticewithheld.

Certain Litigation. In Each Party shall promptly advise the event that other Parties of any litigation related Legal Proceedings commenced after the date hereof or threatened against such Party or any of its directors, officers (in their capacity as such) or controlled Affiliates by any Company Shareholders (on their own behalf or on behalf of the Company), before any Governmental Authority, relating to this Agreement and/or Agreement, the Contemplated Transactions is brought byMerger or the other transactions contemplated hereby, or threatened in writing bythat would otherwise prevent or materially impede, interfere with, hinder or delay the consummation of the Merger (“Transaction Litigation”), and shall keep the other Parties reasonably informed regarding any Person against the Company and/or its directors or officers, the such Transaction Litigation. The Company shall promptly notify Parent the other Parties of any Legal Proceeding that may be threatened or asserted in writing, brought, or commenced against the Company or any of the Company Subsidiaries, that would have been listed in 3.26 of the Company Disclosure Letter, if such litigation Legal Proceeding, had arisen prior to the date hereof. Each Party shall give the other Parties the opportunity to consult with such Party regarding the defense or settlement of any such Transaction Litigation and shall keep Parent reasonably informed consider such other Parties’ views with respect to the status thereof. Notwithstanding anything to the contrary herein (but subject to the following sentence), the Company such Transaction Litigation; provided that Parent shall also have the right to control the defense of any such litigation; provided that the Company shall give the Parent the opportunity to participate, at the Parent’s expense, participate in the defense of any such litigation Transaction Litigation to the extent permissible under applicable Law and the Company shall give due consideration to the Parent’s advice fully cooperate with Parent with respect to such litigationthereto. Notwithstanding anything to the contrary contained in this Agreement, the The Company agrees that it shall not settle, compromise or come to an arrangement regarding, or make an offer or agree to settle, compromise or enter into come to an arrangement regarding, any negotiations Transaction Litigation commenced against the Company, any Company Subsidiary or agreements with respect to the settlement any director or potential settlement of any such litigation officer thereof without the prior written consent of Parent, Parent which consent shall not be unreasonably conditioned, withheld or delayed (provided that Parent shall not withhold its consent if delayed. After receipt of the settlement involves (a) solely the payment of an aggregate amount not to exceed $100,000 and supplemental disclosure (providedCompany Shareholder Approval, further that the Parent shall be given reasonable opportunity to review and comment on any supplemental disclosure and the Company shall consider in good faith any reasonable changes thereto proposed cooperate with Parent and, if requested by Parent), (b) no admission of wrongdoing use its reasonable commercial efforts to settle, compromise or liability, (c) no injunctive or similar relief, (d) a complete and unconditional release from the named plaintiff(s) of all defendants come to an arrangement regarding any unresolved Transaction Litigation in respect of all disclosure claims then pending relating to this Agreement and the Contemplated Transactions, (e) the withdrawal or dismissal of all claims and actions then pending relating to this Agreement and the Contemplated Transactions and (f) no restrictions on the Companyaccordance with Parent’s ability to conduct its business following the Closing). Each of the Parent and the Company shall notify the other promptly of the commencement, or commencement threatened in writing, of any such litigation of which it has received noticedirection.

Certain Litigation. In the event that any litigation related to this Agreement and/or the Contemplated Transactions is brought by, or threatened in writing by, any Person against the Company and/or its directors or officers, the Company shall promptly notify Parent of such litigation and shall keep Parent reasonably informed with respect to the status thereof. Notwithstanding anything to the contrary herein (but subject to the following sentence), the Company shall have the right to control the defense of any such litigation; provided that the Company shall give the Parent the opportunity to participate, at the Parent’s expense, in the defense of any such litigation, the Company shall give Parent the right to review and comment in advance on all filings or responses to be made by the Company in connection with any such litigation (and the Company shall consider in good faith any reasonable changes thereto proposed by Parent) and the Company shall otherwise give due consideration to the Parent’s advice with respect to such litigation. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not settle, offer to settle, or enter into any negotiations or agreements with respect to the settlement or potential settlement of any such litigation without the prior written consent of Parent, which consent shall not be unreasonably conditioned, withheld or delayed (provided that provided, that, Parent shall not withhold its consent if the settlement involves (a) solely the payment of an aggregate amount not to exceed $100,000 the amount set forth on Schedule 5.10 and such settlement is fully covered by the Company’s insurance policies (other than any applicable deductible), and supplemental disclosure (provided, further that the Parent shall be given reasonable opportunity to review and comment on any supplemental disclosure and the Company shall consider in good faith any reasonable changes thereto proposed by Parent), (b) no admission of wrongdoing or liability, (c) no injunctive or similar relief, (d) a complete and unconditional release from the named plaintiff(s) of all defendants in respect of all disclosure claims then pending relating to this Agreement and the Contemplated Transactions, (e) the withdrawal or dismissal of all claims and actions then pending relating to this Agreement and the Contemplated Transactions and (f) no restrictions on the Company’s ability to conduct its business following the Closing). Each of the Parent and the Company shall notify the other promptly of the commencement, or commencement threatened in writing, of any such litigation of which it has received notice.

Certain Litigation. In (a) Company shall promptly advise GWBI orally and in writing of any Action that could reasonably be expected to have a Material Adverse Effect on Company or Company Bank, and shall keep GWBI reasonably informed on a timely basis regarding any such Action. Each party shall promptly advise the event that other party orally and in writing of any litigation actual or threatened Action against such party and/or the members of the Company board of directors or GWBI’s board of directors related to this Agreement and/or or the Contemplated Transactions is brought byMerger and the other transactions contemplated by this Agreement. Company shall: (i) permit GWBI to review and discuss in advance, or threatened and consider in writing bygood faith the views of GWBI in connection with, any Person against the Company and/or proposed written or oral response to such Action; (ii) furnish GWBI and its directors outside legal counsel with all non-privileged information and documents which GWBI or officers, the Company shall promptly notify Parent of its outside counsel may reasonably request in connection with such litigation and shall keep Parent reasonably informed Action; (iii) consult with respect to the status thereof. Notwithstanding anything to the contrary herein (but subject to the following sentence), the Company shall have the right to control GWBI regarding the defense or settlement of any such litigation; provided that the Company shall give the Parent the opportunity to participateAction, at the Parent’s expense, in the defense of any such litigation and the Company shall give due consideration to the ParentGWBI’s advice with respect to such litigation. Notwithstanding anything Action and shall not settle any such litigation prior to the contrary contained in this Agreementsuch consultation and consideration; provided, the however, that Company shall not settlesettle any such Action if such settlement requires the payment of money damages, offer without the written consent of GWBI (such consent not to settlebe unreasonably withheld) unless the payment of any such damages by Company, or enter into any negotiations or agreements with respect to the settlement or potential settlement of a stockholder Action, is reasonably expected by Company, following consultation with outside counsel, to be fully covered (disregarding any such litigation without the prior written consent of Parentdeductible to be paid by Company) under Company’s existing director and officer insurance policies, which consent shall not be unreasonably conditioned, withheld or delayed (provided that Parent shall not withhold its consent if the settlement involves (a) solely the payment of an aggregate amount not to exceed $100,000 and supplemental disclosure (provided, further that the Parent shall be given reasonable opportunity to review and comment on including any supplemental disclosure and the Company shall consider in good faith any reasonable changes thereto proposed by Parent), tail policy. (b) no admission Company shall promptly advise GWBI orally and in writing of wrongdoing the commencement of any investigation or liabilityaudit by any Governmental Entity with respect to Company, Company Bank or any of their respective directors or employees and shall keep GWBI reasonably informed on a timely basis regarding any such investigation or audit (c) no injunctive regardless of whether commenced before or similar reliefafter the date of this Agreement), (d) a complete including by promptly delivering to GWBI copies of any correspondence relating thereto. Company shall give GWBI the opportunity to consult with Company regarding such investigation or audit and unconditional release from the named plaintiff(s) shall consider GWBI’s views with respect to such investigation or audit. The delivery of all defendants in respect of all disclosure claims then pending relating any notice pursuant to this Agreement and Section 5.12(b) shall not limit or otherwise affect the Contemplated Transactions, (e) the withdrawal or dismissal of all claims and actions then pending relating remedies available hereunder to this Agreement and the Contemplated Transactions and (f) no restrictions on the Company’s ability to conduct its business following the Closing). Each of the Parent and the Company shall notify the other promptly of the commencement, or commencement threatened in writing, of any such litigation of which it has received noticeGWBI.