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Common use of Agreement to Defend Clause in Contracts

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.

Appears in 16 contracts

Samples: Merger Agreement (Afh Acquisition Iv, Inc.), Merger Agreement (Nyfix Inc), Merger Agreement (Camco International Inc)

Agreement to Defend. In the event any claim, action, suit, investigation or other proceeding by any governmental body authority or other person 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 parties hereto agree Closing, Group 1 agrees to cooperate and use their reasonable efforts to defend against and respond thereto.

Appears in 13 contracts

Samples: Stock Purchase Agreement (Group 1 Automotive Inc), Stock Purchase Agreement (Group 1 Automotive Inc), Stock Purchase Agreement (Group 1 Automotive Inc)

Agreement to Defend. In the event any claim, action, suit, investigation or other proceeding by any governmental body authority or other person 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 parties hereto Closing, the Company and the Stockholders agree to cooperate and use their reasonable efforts (such efforts shall not include incurring costs to third parties) to defend against and respond thereto.

Appears in 9 contracts

Samples: Stock Purchase Agreement (Group 1 Automotive Inc), Stock Purchase Agreement (Group 1 Automotive Inc), Stock Purchase Agreement (Group 1 Automotive Inc)

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 commercially reasonable efforts to defend against and respond thereto.

Appears in 8 contracts

Samples: Merger Agreement (Spinnaker Exploration Co), Merger Agreement (Evergreen Resources Inc), Agreement and Plan of Merger (Walden Residential Properties Inc)

Agreement to Defend. In the event any claim, action, suit, investigation or other proceeding by any governmental body 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, the parties hereto agree to cooperate and use their reasonable best efforts to defend against and respond thereto.

Appears in 7 contracts

Samples: Merger Agreement (Novitron International Inc), Merger Agreement (Novitron International Inc), Merger Agreement (Novitron International Inc)

Agreement to Defend. In the event any claim, action, suit, investigation investigation, or other proceeding by any governmental body 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, the parties hereto agree to cooperate and use their reasonable efforts to defend against and respond thereto.

Appears in 6 contracts

Samples: Stock Purchase Agreement (National Automation Services Inc), Stock Purchase Agreement (Advanced Growing Systems, Inc.), Stock Purchase Agreement (National Automation Services Inc)

Agreement to Defend. In the event any claim, action, suit, investigation or other proceeding by any governmental body Governmental Entity or other person 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 commercially reasonable efforts to defend against and respond thereto.

Appears in 4 contracts

Samples: Merger Agreement (Coinstar Inc), Merger Agreement (Itron Inc /Wa/), Merger Agreement (Itron Inc /Wa/)

Agreement to Defend. In the event any claim, action, suit, investigation Proceeding by any Governmental Entity or other proceeding by any governmental body or other person or other legal or administrative proceeding Person is commenced that questions the validity or legality of the transactions contemplated hereby Transactions or seeks damages in connection therewith, the parties hereto Parties agree to cooperate and use their reasonable best efforts to defend against and respond thereto.

Appears in 4 contracts

Samples: Business Combination Agreement (Pure Acquisition Corp.), Business Combination Agreement (HighPeak Energy, Inc.), Business Combination Agreement (Pure Acquisition Corp.)

Agreement to Defend. In the event any claim, action, suit, investigation or other proceeding by any governmental body or other person Governmental Authority 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 hereby agree to cooperate and use their commercially reasonable efforts to defend against and respond thereto.

Appears in 3 contracts

Samples: Purchase and Sale Agreement (Trans Energy Inc), Purchase and Sale Agreement (Trans Energy Inc), Purchase and Sale Agreement (Universal Travel Group)

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, whether before or after the Effective Time, the parties hereto agree to cooperate and use their reasonable efforts to defend against and respond thereto.

Appears in 3 contracts

Samples: Merger Agreement (Tristar Corp), Merger Agreement (Bayard Drilling Technologies Inc), Merger Agreement (Nabors Industries Inc)

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, whether before or after the Effective Time, the parties hereto agree to cooperate and use their all reasonable efforts to defend against and respond thereto.

Appears in 3 contracts

Samples: Merger Agreement (Reliastar Financial Corp), Merger Agreement (Marshalltown Financial Corp), Merger Agreement (HMN Financial Inc)

Agreement to Defend. In the event any claim, action, suit, investigation or other proceeding by any governmental body authority or other person 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 parties hereto Closing, the Company and the Stockholders agree to cooperate and use their reasonable efforts (such efforts shall not include incurring any costs to third parties) to defend against and respond thereto.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Group 1 Automotive Inc), Stock Purchase Agreement (Group 1 Automotive Inc), Stock Purchase Agreement (Group 1 Automotive Inc)

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 hereby agree to cooperate and use their commercially reasonable efforts to defend against and respond thereto.

Appears in 3 contracts

Samples: Membership Interest Purchase Agreement (Forest Oil Corp), Membership Interest Purchase Agreement (Pacific Energy Resources LTD), Stock Purchase Agreement (Maverick Oil & Gas, Inc.)

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.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Natural Gas Services Group Inc), Merger Agreement (TMBR Sharp Drilling Inc), Stock Purchase Agreement (Natural Gas Services Group Inc)

Agreement to Defend. In the event any claim, action, suit, investigation or other proceeding by any governmental body Governmental Entity 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 commercially reasonable efforts to defend against and respond thereto.

Appears in 2 contracts

Samples: Merger Agreement (Occupational Health & Rehabilitation Inc), Merger Agreement (Concentra Operating Corp)

Agreement to Defend. In the event any claim, action, suit, investigation or other proceeding proceed­ing by any governmental body or other person (other than a party) or other legal or administrative proceeding is commenced 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 themselves against and respond thereto.

Appears in 2 contracts

Samples: Share Exchange Agreement (Source Financial, Inc.), Share Exchange Agreement (Source Financial, Inc.)

Agreement to Defend. In the event any claim, action, suit, investigation or other proceeding by any governmental body Governmental Authority or other person 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 parties hereto agree Closing, Purchaser agrees to cooperate and use their reasonable efforts to defend against and respond thereto.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Group 1 Automotive Inc), Asset Purchase Agreement (Group 1 Automotive Inc)

Agreement to Defend. In the event any claim, action, suit, investigation or other proceeding by any governmental body authority or other person 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 parties hereto Closing, Seller and the Stockholders agree to cooperate and use their reasonable efforts to defend against and respond thereto.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Group 1 Automotive Inc), Asset Purchase Agreement (Group 1 Automotive Inc)

Agreement to Defend. In the event any claim, action, suit, investigation or other proceeding by any governmental body or other person 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 hereby agree to cooperate and use their commercially reasonable efforts to defend against and respond thereto.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Edge Petroleum Corp), Purchase and Sale Agreement (Edge Petroleum Corp)

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 by any Governmental Entity or other Person 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 best efforts to defend against and respond thereto.

Appears in 2 contracts

Samples: Merger Agreement (Nexeo Solutions Holdings, LLC), Merger Agreement (WL Ross Holding Corp.)

Agreement to Defend. In the event any claim, action, suit, investigation Proceeding by any Governmental Authority or other proceeding by any governmental body or other person or other legal or administrative proceeding Person is commenced that questions the validity or legality of the transactions contemplated hereby Transactions or seeks damages in connection therewith, the parties hereto agree to cooperate and use their commercially reasonable efforts to defend against and respond thereto.

Appears in 2 contracts

Samples: Merger Agreement (Global Partner Acquisition Corp.), Merger Agreement (Global Partner Acquisition Corp.)

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 and the other transactions contemplated hereby and by the Ancillary Documents or seeks damages in connection therewith, the parties hereto agree to cooperate and use their reasonable efforts to defend against and respond thereto.

Appears in 2 contracts

Samples: Merger Agreement (Western Resources Inc /Ks), Merger Agreement (Oneok Inc)

Agreement to Defend. In the event any claim, action, suit, investigation or other proceeding by any governmental body Governmental Entity 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.

Appears in 2 contracts

Samples: Merger Agreement (Titan Exploration Inc), Merger Agreement (Arch Petroleum Inc /New/)

Agreement to Defend. In the event any claim, action, suit, investigation or other proceeding by any governmental body or other person 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 hereby agree to cooperate and use their reasonable efforts commercially Reasonable Efforts to defend against and respond thereto.

Appears in 2 contracts

Samples: Combination Agreement (Concho Resources Inc), Combination Agreement (Concho Resources Inc)

Agreement to Defend. In the event any claim, action, suit, investigation or other proceeding by any governmental body or other person 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 best efforts to defend against and respond thereto.

Appears in 2 contracts

Samples: Merger Agreement (Onemain Com Inc), Merger Agreement (Earthlink Inc)

Agreement to Defend. In the event any claim, action, suit, investigation or other proceeding by any governmental body Governmental Entity 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 give the other reasonable efforts opportunity to defend against and respond theretoparticipate in the defense thereof.

Appears in 2 contracts

Samples: Merger Agreement (Roadway Corp), Merger Agreement (Yellow Corp)

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 Transactions or seeks damages in connection therewith, the parties hereto agree to cooperate and use their commercially reasonable efforts to defend against and respond thereto.

Appears in 2 contracts

Samples: Merger Agreement (Collegiate Pacific Inc), Merger Agreement (Collegiate Pacific Inc)

Agreement to Defend. In the event If 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.

Appears in 2 contracts

Samples: Merger Agreement (Stonepath Group Inc), Merger Agreement (Cliffs Drilling Co)

Agreement to Defend. In the event any claim, action, suit, investigation or other proceeding proceed­ing by any governmental body or other person or other legal or administrative proceeding is commenced 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 themselves against and respond thereto.

Appears in 2 contracts

Samples: Merger Agreement (Fona, Inc.), Merger Agreement (Fona, Inc.)

Agreement to Defend. In the event any claim, action, suit, investigation or other proceeding by any governmental body Governmental Entity or other person 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.

Appears in 2 contracts

Samples: Merger Agreement (Superior Energy Services Inc), Merger Agreement (Warrior Energy Services CORP)

Agreement to Defend. In the event any claim, action, suit, investigation or other proceeding by any governmental body Governmental Authority or other person 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 parties hereto agree to Effective Time, SRC, the Affiliated SRC Stockholders and Xxxx shall each cooperate and use their reasonable efforts to defend against such claim, action, suit, investigation or other proceeding and respond thereto.

Appears in 1 contract

Samples: Merger Agreement (Careerengine Network Inc)

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 by any Governmental Entity or other Person is commenced that questions the validity or legality of the transactions contemplated hereby Transactions or seeks damages in connection therewith, the parties hereto Parties agree to cooperate and use their reasonable best efforts to defend against and respond thereto.

Appears in 1 contract

Samples: Business Combination Agreement (KLR Energy Acquisition Corp.)

Agreement to Defend. In the event any claim, action, suit, investigation or other proceeding by any governmental body or Person, other person than a Governmental Entity, or other legal or administrative proceeding is commenced by a Person, other than a Governmental Entity, 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.

Appears in 1 contract

Samples: Merger Agreement (On Assignment Inc)

Agreement to Defend. In the event any claim, action, suit, investigation or other proceeding by any governmental body Governmental Authority or other person 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 parties hereto agree to Effective Time, the Company shall cooperate and use their reasonable efforts to defend against and respond thereto.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Regent Group Inc /De)

Agreement to Defend. In the event any claim, action, suit, investigation or other proceeding by any governmental body entity or other person 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 commercially reasonable efforts to defend against and respond thereto.

Appears in 1 contract

Samples: Merger Agreement (Private Business Inc)

Agreement to Defend. In the event any claim, action, suit, investigation or other proceeding by any governmental body Governmental Authority or other person 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 best efforts to defend against and respond theretoto the same.

Appears in 1 contract

Samples: Merger Agreement (Rf Monolithics Inc /De/)

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.

Appears in 1 contract

Samples: Merger Agreement (K&g Mens Center Inc)

Agreement to Defend. In the event any claim, action, suit, ------------------- investigation or other proceeding by any governmental body Governmental Entity or other person 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 commercially reasonable efforts to defend against and respond thereto.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Itron Inc /Wa/)

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, whether before or after the Effective Time, the parties hereto agree to cooperate and use their all reasonable efforts to defend against and respond thereto.

Appears in 1 contract

Samples: Merger Agreement (Clinicor Inc)

Agreement to Defend. In the event any claim, action, suit, investigation or other proceeding by any governmental body Governmental Entity 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 best efforts to defend against and respond thereto.

Appears in 1 contract

Samples: Merger Agreement (CFW Communications Co)

Agreement to Defend. In the event any claim, action, suit, investigation or other proceeding by any governmental body authority or other person 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 parties hereto Closing, the Stockholders agree to cooperate and use their reasonable efforts (such efforts shall not include incurring costs to third parties) to defend against and respond thereto.

Appears in 1 contract

Samples: Stock Purchase Agreement (Group 1 Automotive Inc)

Agreement to Defend. In the event any claim, action, suit, investigation Proceeding by any Governmental Entity or other proceeding by any governmental body or other person or other legal or administrative proceeding Person is commenced that questions the validity or legality of the transactions contemplated hereby Transactions or seeks damages in connection therewith, the parties hereto agree to cooperate and use their reasonable best efforts to defend against and respond thereto.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Rice Energy Inc.)

Agreement to Defend. In the event If any claim, action, suit, investigation or other proceeding by any governmental body Governmental Entity or other person or other legal or administrative proceeding is commenced that questions the validity or legality of the transactions contemplated hereby by this Agreement or seeks damages in connection therewith, the parties hereto agree to cooperate and use their reasonable efforts to defend against and respond thereto.

Appears in 1 contract

Samples: Purchase Agreement (Gialos Bv)

Agreement to Defend. In the event any claim, action, suit, investigation or other proceeding by any governmental body Governmental Authority or other person 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 parties hereto agree to Effective Time, CSI and the Affiliated CSI Stockholders shall each cooperate and use their reasonable efforts to defend against such claim, action, suit, investigation or other proceeding and respond thereto.

Appears in 1 contract

Samples: Merger Agreement (LCS Golf Inc)

Agreement to Defend. In the event any claim, action, suit, investigation or other proceeding proceed­ing by any governmental body or other person or other legal or administrative proceeding is commenced 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.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Targeted Medical Pharma, Inc.)

Agreement to Defend. In the event any claim, action, suit, investigation or other proceeding by any governmental body or other person (other than a party) 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 themselves against and respond thereto.

Appears in 1 contract

Samples: Share Exchange Agreement (Trig Acquisition 1, Inc)

Agreement to Defend. In the event any claim, action, suit, investigation or other proceeding by any governmental body authority or other person 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 parties hereto Closing, the Company and the Stockholder agree to cooperate and use their reasonable efforts (such efforts shall not include incurring costs to third parties) to defend against and respond thereto.

Appears in 1 contract

Samples: Stock Purchase Agreement (Group 1 Automotive Inc)

Agreement to Defend. In the event any claim, action, suit, investigation or other proceeding by any governmental body entity or other person 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.

Appears in 1 contract

Samples: Merger Agreement (Digital Imaging Resources Inc.)

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, whether before or after the Effective Time, the parties hereto agree to cooperate and use their reasonable efforts to defend against and respond thereto; provided, however, that this Section 5.7 shall not apply to any governmental investigation contemplated under Section 5.5(a).

Appears in 1 contract

Samples: Merger Agreement (First Reserve Corp /Ct/ /Adv)