Agreement to Defend. In the event any claim, action, suit, investigation or other proceeding by any governmental body or other person or other legal or administrative proceeding is commenced that questions the validity or legality of the transactions contemplated hereby or seeks damages in connection therewith, the parties hereto agree to cooperate and use their reasonable efforts to defend against and respond thereto.
Agreement to Defend. In the event any claim of the nature specified in Section 7.4 or Section 8.3 hereof is commenced, whether before or after the Closing Date, the parties hereto agree to cooperate and use all reasonable efforts to defend against and respond thereto.
Agreement to Defend. 16 5.8 Stockholders' Agreements Not to Sell . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 5.9
Agreement to Defend. In the event any action, suit, proceeding or investigation is commenced, whether before or after the Closing Date, all the parties hereto agree to cooperate and use their best efforts to defend against and respond thereto.
Agreement to Defend. In the event any claim, action, suit, investigation or other proceeding by any Governmental Authority or other Person is commenced which questions the validity or legality of the proposed Merger, or any of the other transactions contemplated hereby or seeks damages in connection therewith, the parties agree to cooperate and use their best efforts to defend against such claim, action, suit, investigation or other proceeding and, if an injunction or other order of the type referred to in Sections 9.4 and 10.6 hereof is issued in any such action, suit or other proceeding, to use their best efforts to have such injunction or other order lifted.
Agreement to Defend. In the event any action, suit, proceeding or ------------------- investigation of the nature specified in Section 5.4 or Section 6.3 hereof is ----------- ----------- commenced, whether before or after the Closing Date, all the parties hereto agree to cooperate and use their best efforts to defend against and respond thereto at their own cost and expense unless entitled to indemnification as provided in this Agreement.
Agreement to Defend. 29 6.4 Consents................................................................29 6.5 No Solicitation or Negotiation..........................................29
Agreement to Defend. 27 6.4 Consents........................................................27 6.5 No Solicitation or Negotiation..................................27 6.6 No Termination of Sellers' Obligations by Subsequent Incapacity, Etc................................................27 6.7
Agreement to Defend. In the event any claim, action, suit, investigation or other proceeding by any Governmental Authority or other Person or other legal or administrative proceeding is commenced that questions the validity or legality of the transactions contemplated hereby or seeks damages in connection therewith, whether before or after the Effective Time, Group 1 agrees to cooperate and use reasonable efforts to defend against and respond thereto. Costs of this defense and response will be borne by Group 1.
Agreement to Defend. In the event any claim, action, suit, investigation or any legal, administrative or other proceeding is commenced by any governmental body or other person which questions the validity or legality of the transactions contemplated by this Agreement, or seeks to enjoin, restrain or prohibit such transactions, or seeks damages in connection therewith, whether before or after the Effective Time, the parties hereto agree as determined by their respective Boards of Directors in their reasonable discretion, to the fullest extent permissible by law, to cooperate and use their best efforts to vigorously defend against and respond thereto.
