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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 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 Closing, Group 1 agrees to cooperate and use reasonable efforts to cooperate in the defense against and response thereto. Costs, including attorneys' fees, associated with any such defense will be borne by Group 1.

Appears in 3 contracts

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

Agreement to Defend. In the event any claim, action, suit, investigation or other proceeding by any Governmental Authority 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 ClosingEffective Time, Group 1 agrees to the Company and the Stockholders shall cooperate and use reasonable efforts to cooperate in the defense defend against and response respond thereto. Costs, including attorneys' fees, associated with any such Costs of this defense and response will be borne by Group 1.

Appears in 3 contracts

Samples: Agreement and Plan of Reorganization (Group 1 Automotive Inc), Agreement and Plan of Reorganization (Group 1 Automotive Inc), Agreement and Plan of Reorganization (Group 1 Automotive Inc)

Agreement to Defend. In the event any claim, action, suit, investigation or other proceeding by any Governmental Authority 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 Closing, Group 1 agrees to the Company and the Owners shall cooperate and use reasonable efforts to cooperate in the defense against and response thereto. Costs, including attorneys' fees, associated with any such defense will be borne by Group 1.

Appears in 3 contracts

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

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 ClosingEffective Time, Group 1 agrees to cooperate and use reasonable efforts to cooperate in the defense defend against and response respond thereto. Costs, including attorneys' fees, associated with any such Costs of this defense and response will be borne by Group 1.

Appears in 3 contracts

Samples: Agreement and Plan of Reorganization (Group 1 Automotive Inc), Agreement and Plan of Reorganization (Group 1 Automotive Inc), Agreement and Plan of Reorganization (Group 1 Automotive Inc)