Seller shall (i) notify Buyer in writing promptly after learning of any Legal Proceeding initiated by or against the Company or any Subsidiary, or known by Seller to be threatened against the Company or any Subsidiary (a “ New Litigation Claim ”), (ii) notify Buyer of ongoing material developments in any New Litigation Claim and (iii) consult in good faith with Buyer regarding the conduct of the defense of any New Litigation Claim.