Common use of Agreement to Defend Clause in Contracts

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.

Appears in 12 contracts

Samples: Stock Purchase Agreement (Fairpoint Communications Inc), Stock Purchase Agreement (Fairpoint Communications Inc), Stock Purchase Agreement (Fairpoint Communications Inc)

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Agreement to Defend. In the event any claim of the nature ------------------- specified in Section 7.4 or Section 8.3 5.10 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.

Appears in 7 contracts

Samples: Merger Agreement (MJD Communications Inc), Merger Agreement (MJD Communications Inc), Merger Agreement (MJD Communications Inc)

Agreement to Defend. In the event any claim action, suit, proceeding or investigation of the nature specified in Section 7.4 SECTIONS 7.2 or Section 8.3 hereof 8.2 is commenced, whether before or after the Closing Date, all the parties hereto agree to cooperate and use all reasonable their best efforts to defend against and respond thereto.

Appears in 6 contracts

Samples: Stock Purchase Agreement (Travel Services International Inc), Stock Purchase Agreement (Ameripath Inc), Stock Purchase Agreement (Travel Services International Inc)

Agreement to Defend. In the event any claim action, suit, proceeding or investigation of the nature specified in Section 7.4 Sections 7.2 or Section 8.3 hereof 8.2 is commenced, whether before or after the Closing Date, all the parties hereto agree to cooperate and use all reasonable their best efforts to defend against and respond thereto.

Appears in 5 contracts

Samples: Stock Purchase Agreement (Persico Anthony J), Stock Purchase Agreement (Ameripath Inc), Stock Purchase Agreement (Persico Anthony J)

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.

Appears in 4 contracts

Samples: Stock Purchase Agreement (MJD Communications Inc), Stock Purchase Agreement (MJD Communications Inc), Stock Purchase Agreement (MJD Communications Inc)

Agreement to Defend. In the event any claim action, suit, proceeding or investigation of the nature specified in Section 7.4 7.5 or Section 8.3 8.2 hereof is commenced, whether before or after the Closing Date, all the parties hereto agree to cooperate and use all reasonable their best efforts to defend against and respond thereto.

Appears in 4 contracts

Samples: Purchase and Sale Agreement (Gfsi Inc), Purchase and Sale of Stock Agreement (Motors & Gears Inc), Purchase and Sale Agreement (Jordan Telecommunication Products Inc)

Agreement to Defend. In the event any claim action, suit, proceeding or investigation of the nature specified in Section 7.4 or Section 8.3 8.4 hereof is commenced, whether before or after the Closing Date, commenced all the parties hereto agree to cooperate and use all reasonable their best efforts to defend against and respond thereto.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Lets Talk Cellular & Wireless Inc), Agreement and Plan of Merger (Lets Talk Cellular & Wireless Inc), Agreement and Plan of Merger (Lets Talk Cellular & Wireless Inc)

Agreement to Defend. In the event any claim action, suit, proceeding or investigation of the nature specified in Section 7.4 6.2, Section 6.3, or Section 8.3 6.4 hereof is commenced, whether before or after the Closing DateClosing, all of the parties hereto agree to cooperate and use all reasonable efforts to defend against and respond theretothereto as required herein.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Brookdale Senior Living Inc.), Stock Purchase Agreement (Capstead Mortgage Corp)

Agreement to Defend. In the event any claim of the nature specified in Section 7.4 or Section 8.3 5.6 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.

Appears in 2 contracts

Samples: Merger Agreement (Fairpoint Communications Inc), Merger Agreement (Fairpoint Communications Inc)

Agreement to Defend. In the event any claim action, suit, proceeding or investigation of the nature specified in Section 7.4 5.1.3 or Section 8.3 hereof 5.2.2 is commenced, whether before or after the Closing Date, all the parties hereto agree to cooperate and use all reasonable their best efforts to defend against and respond thereto.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Modern Medical Modalities Corp), Asset Purchase Agreement (Modern Medical Modalities Corp)

Agreement to Defend. In the event any claim action, suit, proceeding or investigation of the nature specified in Section 7.4 SECTION 7.5 or Section SECTION 8.3 hereof is commenced, whether before or after the Closing Date, all the parties hereto agree to cooperate and use all reasonable their best efforts to defend against and respond thereto.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Lets Talk Cellular & Wireless Inc), Stock Purchase Agreement (Lets Talk Cellular & Wireless Inc)

Agreement to Defend. In the event any claim of the nature ------------------- specified in Section 7.4 or Section 8.3 5.7 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.

Appears in 2 contracts

Samples: Merger Agreement (MJD Communications Inc), Merger Agreement (MJD Communications Inc)

Agreement to Defend. In the event any claim action, suit, proceeding or investigation of the nature specified in Section 7.4 8.3, Section 8.4, or Section 8.3 8.5 hereof is commenced, whether before or after the Closing DateClosing, the parties hereto agree to cooperate and use all their reasonable efforts to defend against and respond thereto.

Appears in 1 contract

Samples: Purchase Agreement (Medical Properties Trust Inc)

Agreement to Defend. In the event any claim action, suit, proceeding or investigation of the nature specified in Section 7.4 Sections 7.2 or Section 8.3 hereof 8.2 is commenced, whether before or after the Closing Date, all the parties hereto agree to cooperate and use all reasonable their best efforts to reasonably defend against and respond thereto.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ameripath Inc)

Agreement to Defend. In the event any claim action, suit, proceeding or investigation of the nature specified in Section 7.4 7.5 or Section 8.3 8.2 hereof is commenced, whether before or after the Closing Date, all the parties hereto agree to cooperate and use all their commercially reasonable efforts to defend against and respond thereto.

Appears in 1 contract

Samples: Purchase and Sale of Stock Agreement (Motors & Gears Inc)

Agreement to Defend. In the event any claim action, suit, proceeding or investigation of the nature specified in Section 7.4 7.05 or Section 8.3 8.02 hereof is commenced, whether before or after the Closing Date, all the parties hereto agree to cooperate and use all reasonable their best efforts to defend against and respond thereto.

Appears in 1 contract

Samples: Agreement for Purchase and Sale of Assets (Jordan Industries Inc)

Agreement to Defend. In the event any claim action, suit, proceeding or investigation of the nature specified in Section 7.4 8.4 or Section 8.3 9.4 hereof is commenced, whether before or after the Closing Date, all the parties hereto agree to cooperate and use all reasonable their best efforts to defend against and respond thereto.

Appears in 1 contract

Samples: Asset Purchase Agreement (Emcore Corp)

Agreement to Defend. In the event any claim action, suit, proceeding or investigation of the nature specified in Section 7.4 7.3 or Section 8.3 hereof is commenced, whether before or after the Closing Date, all the parties hereto agree to cooperate and use all reasonable their best efforts to defend against and respond thereto.

Appears in 1 contract

Samples: Asset Purchase Agreement (Relationserve Media Inc)

Agreement to Defend. In the event any claim action, suit, proceeding or investigation of the nature specified in Section 7.4 Sections 7.2 or Section 8.3 hereof 8.2 is commenced, whether commenced before or after the Closing Date, all the parties hereto agree to cooperate and use all reasonable efforts to defend against and respond thereto.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ameripath Inc)

Agreement to Defend. In the event any claim action, suit, proceeding or investigation of the nature specified in Section 7.4 7.3 or Section 8.3 7.4 hereof is commenced, whether before or after the Closing DateClosing, all of the parties hereto agree to cooperate and use all their best reasonable efforts to defend against and respond thereto.

Appears in 1 contract

Samples: Asset Purchase Agreement (Mariner Health Care Inc)

Agreement to Defend. In the event any claim action, suit, proceeding or investigation of the nature specified in Section 7.4 7.5 or Section 8.3 hereof is commenced, whether before or after the Closing Date, all the parties hereto agree to cooperate and use all their reasonable best efforts to defend against and respond thereto.

Appears in 1 contract

Samples: Stock Purchase Agreement (Securus Technologies, Inc.)

Agreement to Defend. In the event any claim of the nature specified in Section 7.4 Sections 7.01(b), 7.02(f) or Section 8.3 (j), or 7.03 (h) 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.

Appears in 1 contract

Samples: Merger Agreement (Fairpoint Communications Inc)

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Agreement to Defend. In the event any claim action, suit, proceeding or investigation of the nature specified in Section 7.4 or Section 8.3 SECTION 7.3 hereof is commenced, whether before or after the Closing Date, all the parties hereto agree to cooperate and use all commercially reasonable efforts to defend against and respond thereto.

Appears in 1 contract

Samples: Asset Purchase Agreement (Lets Talk Cellular & Wireless Inc)

Agreement to Defend. In the event any claim action, suit, proceeding or ------------------- investigation of the nature specified in Section 7.4 7.5 or Section 8.3 hereof is commenced, whether before or after the Closing Date, all the parties hereto agree to cooperate and use all reasonable their best efforts to defend against and respond thereto.

Appears in 1 contract

Samples: Stock Purchase Agreement (Charys Holding Co Inc)

Agreement to Defend. In the event any claim of the nature specified in Section 7.4 or Section 8.3 hereof 6.07 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.

Appears in 1 contract

Samples: Merger Agreement (Rural Cellular Corp)

Agreement to Defend. In the event any claim action, suit, proceeding or investigation of the nature specified in Section 7.4 6.4, Section 7.2 or Section 8.3 8.2 hereof is commenced, whether before or after the Closing Date, all the parties hereto agree to cooperate and use all reasonable their best efforts to defend against and respond thereto.

Appears in 1 contract

Samples: Purchase and Sale Agreement (United Stationers Inc)

Agreement to Defend. In the event any claim action, suit, proceeding or investigation of the nature specified in Section 7.4 7.5 or Section 8.3 hereof is commenced, whether before or after the Closing Date, all the parties hereto agree to cooperate and use all reasonable their best efforts to defend against and respond thereto.

Appears in 1 contract

Samples: Stock Purchase Agreement (Valuevision International Inc)

Agreement to Defend. In the event any claim action, suit, proceeding or investigation of the nature specified in Section 7.4 or Section 8.3 9.3 hereof is commenced, whether before or after the Closing Date, all the parties hereto agree to cooperate and use all reasonable their best efforts to defend against and respond thereto.

Appears in 1 contract

Samples: Asset Purchase Agreement (Cincinnati Bell Inc)

Agreement to Defend. In the event any claim action, suit, proceeding or investigation of the nature specified in Section 7.4 or Section 8.3 6.3 hereof is commenced, whether before or after the Closing Date, all the parties hereto agree to cooperate and use all commercially reasonable efforts to defend against and respond thereto.

Appears in 1 contract

Samples: Stock Purchase Agreement (Lets Talk Cellular & Wireless Inc)

Agreement to Defend. In the event any claim action, suit, proceeding or investigation of the nature specified in Section 7.4 7.2, Section 7.3, or Section 8.3 7.4 hereof is commenced, whether before or after the Closing DateClosing, all of the parties hereto agree to cooperate and use all reasonable efforts to defend against and respond theretothereto as required herein.

Appears in 1 contract

Samples: Asset Purchase Agreement (Brookdale Senior Living Inc.)

Agreement to Defend. In the event any claim action, suit, ------------------- proceeding or investigation of the nature specified in Section 7.4 7.5 ----------- or Section 8.3 8.2 hereof is commenced, whether before or after the ----------- Closing Date, all the parties hereto agree to cooperate and use all reasonable their best efforts to defend against and respond thereto.

Appears in 1 contract

Samples: Credit Agreement (Gfsi Inc)

Agreement to Defend. In the event any claim action, suit, proceeding or investigation of the nature specified in Section 7.4 Sections 7.6 or Section 8.3 hereof 8.4 is commenced, whether before or after the Closing Date, all the parties hereto agree to cooperate and use all reasonable their best efforts to defend against and respond thereto.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ameripath Inc)

Agreement to Defend. In the event any claim action, suit, proceeding or investigation of the nature specified in Section 7.4 7.5 or Section 8.3 hereof is commenced, whether before or after the Closing Date, all the parties hereto agree to cooperate coop­erate and use all reasonable their best efforts to defend against and respond thereto.

Appears in 1 contract

Samples: Asset Purchase Agreement (Huffy Corp)

Agreement to Defend. In the event any claim action, suit, proceeding or investigation of the nature specified in Section 7.4 10.5 or Section 8.3 11.3 hereof is commenced, whether before or after the Closing Date, all the parties hereto agree to cooperate and use all reasonable their best efforts to defend against and respond thereto.

Appears in 1 contract

Samples: Asset Purchase Agreement (Collegiate Pacific Inc)

Agreement to Defend. In the event any claim action, suit, proceeding or investigation of the nature specified in Section 7.4 8.4 or Section 8.3 9.4 hereof is commenced, whether before or after the Closing Date, the parties hereto agree to cooperate and use all reasonable their best efforts to defend against and respond thereto.

Appears in 1 contract

Samples: Asset Purchase Agreement (Hauser Inc)

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