Obligations to Defend Validity of Agreement Sample Clauses

Obligations to Defend Validity of Agreement. If litigation is filed by a third party against the Company or the City in an effort to enjoin either party's performance of this Agreement, the parties hereto shall take all commercially reasonable steps to support and defend the validity and enforceability of this Agreement. Either party may intervene in any such matter in which the other party hereto has been named as a defendant. Each party shall be responsible for its Legal Costs (defined in Section 6.24).
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Obligations to Defend Validity of Agreement. If litigation is filed by a third party against StadCo, Invest Atlanta or the GWCCA in an effort to enjoin such Party’s performance of this Agreement, the Parties who are named as parties in such action will take all commercially reasonable steps to support and defend the validity and enforceability of this Agreement. Any other Party may intervene in any such matter in which a Party has been named as a defendant. This Section 15.9 in no way diminishes Invest Atlanta’s and GWCCA’s rights to indemnification under the Indemnification Agreement as specified in Article V hereof.
Sample 1
Obligations to Defend Validity of Agreement. If litigation is filed by a third party against Tenant or Landlord in an effort to enjoin either Party’s performance of this Lease, the Parties who are named as parties in such action shall, at Tenant’s sole cost and expense, take all commercially reasonable steps to support and defend the validity and enforceability of this Lease. Either Party may intervene in any such matter in which the other Party has been named as a defendant.
Sample 1
Obligations to Defend Validity of Agreement. (a) If litigation (a “Challenge”) is filed by a third party against StadCo, the Club, Invest Atlanta or the GWCCA in an effort to (i) enjoin such Party’s performance of this Funding Agreement or any of the other Project Documents or (ii) in any way challenge, estop, hinder or delay the design, construction, financing, licensing or operation of the NSP or the acquisition of the NSP Site, the Parties who are named as parties in such action will cooperate fully with StadCo as requested by StadCo to support and defend the validity and enforceability of this Funding Agreement and the other Project Documents. Subject to the Invest Atlanta Indemnification Agreement by and among StadCo, Invest Atlanta and the City including Invest Atlanta’s rights to control the investigation, defense and response to Governmental Claims (as defined in the Invest Atlanta Indemnification Agreement), StadCo shall assume, on behalf of the GWCCA and Invest Atlanta, and conduct with due diligence and in good faith the defense of any Challenge with counsel selected by XxxxXx and reasonably satisfactory to the GWCCA; provided, however, that in all such cases where the GWCCA is a named or becomes a named or indispensable party to any such proceeding or action, the Attorney General or a Special Assistant Attorney General so appointed by the Attorney General (which may include counsel recommended by XxxxXx at the Attorney General’s sole and absolute discretion) shall be the only party authorized to represent the interests of the GWCCA in any legal matter in which the GWCCA is a party or may be liable for payments or damages (whether by court decision, settlement or otherwise); provided further, that the GWCCA shall have the right to be represented therein by advisory counsel of its own selection, and at its own expense. In the event of the failure of StadCo to perform fully in accordance with the defense obligations under this Section 6.9, the GWCCA may, at its option, and without relieving StadCo of its obligations hereunder, so perform, but all expenses so incurred by the GWCCA in that event shall be reimbursed by XxxxXx to the GWCCA. Any other Party may intervene in any such matter in which a Party has been named as a defendant. (b) Except in the case of a Challenge resulting from the gross negligence or willful misconduct of the GWCCA or Invest Atlanta, as applicable, StadCo shall pay all of the legal fees and other out-of-pocket expenses incurred by any Party in contesting any Challenge...
Sample 1
Obligations to Defend Validity of Agreement. If litigation is filed by a third party against StadCo or the GWCCA in an effort to enjoin such Party’s performance of this PSL Agreement, such Party and any other Party also named as a party in such action will each take all commercially reasonable steps to support and defend the validity and enforceability of this PSL Agreement. The other Party may intervene in any such matter in which a Party has been named as a defendant. This Section 9.15 in no way diminishes the GWCCA’s rights to indemnification hereunder.
Sample 1
Obligations to Defend Validity of Agreement. If litigation is filed by a third party against StadCo or the GWCCA in an effort to enjoin such Party’s performance of this Agreement, the Parties who are named as parties in such action will take all commercially reasonable steps to support and defend the validity and enforceability of this Agreement. The other Party may intervene in any such matter in which a Party has been named as a defendant. Each Party will be responsible for its own attorneys’ fees and costs of litigation, if any.
Sample 1
Obligations to Defend Validity of Agreement. If litigation is filed by a third party against Lessee or Lessor in an effort to enjoin either Party’s performance of this Lease, the Parties hereto who are named as parties in such action shall take all commercially reasonable steps to support and defend the validity and enforceability of this Lease. Either Party may intervene in any such matter in which the other Party hereto has been named as a defendant. Each Party shall be responsible for its attorneys’ fees and costs of litigation.
Sample 1
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Obligations to Defend Validity of Agreement. If litigation is filed by a third party against SKA or the City in an effort to enjoin either Party’s performance of this Agreement, the Parties hereto who are named as parties in such action shall take all commercially reasonable steps to support and defend the validity and enforceability of this Agreement. Either Party may intervene in any such matter in which the other Party hereto has been named as a defendant. Each Party shall be responsible for its attorneys’ fees and costs of litigation.
Sample 1

Related to Obligations to Defend Validity of Agreement

  • Authorization and Validity of Agreements The Purchaser has all requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance by the Purchaser of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action of the Purchaser. This Agreement constitutes a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its respective terms.

  • Validity of Agreements Each of this Agreement and the Indenture has been duly executed and delivered on behalf of the Republic and constitutes a valid and binding obligation of the Republic, enforceable against the Republic in accordance with its terms.

  • Authorization and Validity of Agreement The execution, delivery and performance by Seller of this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) and the consummation by each of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of Seller. No other corporate or stockholder action is necessary for the authorization, execution, delivery and performance by Seller of this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) and the consummation by Seller and the Subsidiaries of the transactions contemplated hereby or thereby, other than certain corporate approvals of the foreign Subsidiaries, which corporate approvals shall have been obtained by the Closing Date. This Agreement has been duly executed and delivered by Seller and constitutes a valid and legally binding obligation of Seller, enforceable against it in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing. When executed and delivered as provided in this Agreement, each other agreement contemplated hereby to be executed and delivered by Seller or any Subsidiary will be a valid and legally binding obligation of Seller or such Subsidiary (to the extent a party thereto), enforceable against Seller or such Subsidiary in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.

  • Enforceability of Agreements All agreements between the Company and third parties expressly referenced in the Prospectus, other than such agreements that have expired by their terms or whose termination is disclosed in documents filed by the Company on XXXXX, are legal, valid and binding obligations of the Company and, to the Company’s knowledge, enforceable in accordance with their respective terms, except to the extent that (i) enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles and (ii) the indemnification provisions of certain agreements may be limited by federal or state securities laws or public policy considerations in respect thereof, and except for any unenforceability that, individually or in the aggregate, would not have a Material Adverse Effect.

  • Authorization; Validity of Agreement (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactions, subject to the approval and adoption of this Agreement by the affirmative vote of the requisite holders of the outstanding shares of Company Capital Stock (the “Company Required Vote”). The execution, delivery, and performance by the Company hereof and the consummation by the Company of the Transactions have been duly authorized by the Board of Directors of the Company (the “Company Board”). The Company Board has directed that this Agreement and the Transactions be submitted to the Company’s stockholders for approval and adoption at a meeting of such stockholders and, except for the approval and adoption hereof by the Company Required Vote and the filing of the Certificate of Merger pursuant to the DGCL, no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery, and performance hereof by the Company and the consummation of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution, and delivery hereof by the Parent and Merger Sub, is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other similar Laws, now or hereafter in effect, relating to or affecting creditors’ rights and remedies generally and (ii) the effect of general principles of equity. (b) Assuming the accuracy of Section 5.15, the Company Board has taken all requisite action that is necessary so that the restrictions on “business combinations” between the Company and an “interested stockholder” as provided in Section 203 of the DGCL are inapplicable to the Merger and any of the other Transactions, including the Consent Agreements and the transactions contemplated thereby. No “moratorium,” “control share,” “fair price” or other antitakeover Laws are applicable to the Merger or any of the other Transactions, including the Consent Agreements and the transactions contemplated thereby.

  • Validity of Agreement The Company shall be precluded from asserting in any Proceeding, including, without limitation, an action under Section 12 (a) above, that the provisions of this Agreement are not valid, binding and enforceable or that there is insufficient consideration for this Agreement and shall stipulate in court that the Company is bound by all the provisions of this Agreement.

  • Enforceability of Agreement Each of the Parties to the extent enforceable waives any right to assert that the exercise of termination rights under this Agreement is subject to the automatic stay provisions of the Bankruptcy Code, and expressly stipulates and consents hereunder to the prospective modification of the automatic stay provisions of the Bankruptcy Code for purposes of exercising termination rights under this Agreement, to the extent the Bankruptcy Court determines that such relief is required.

  • Authorization of Agreement; Enforceability This Agreement has been duly and validly authorized, executed and delivered by the Company. This Agreement is valid, binding and enforceable against the Company in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principals.

  • Severability of Agreement Should any part of this Agreement for any reason be declared invalid by a court of competent jurisdiction, such decision shall not affect the validity of any remaining portion, which remaining provisions shall remain in full force and effect as if this Agreement had been executed with the invalid portion thereof eliminated, and it is hereby declared the intention of the parties that they would have executed the remaining portions of this Agreement without including any such part, parts or portions which may, for any reason, be hereafter declared invalid.

  • Enforceability of Obligations No modification, limitation or discharge of the Obligations arising out of or by virtue of any bankruptcy, reorganization or similar proceeding for relief of debtors under federal or state law will affect, modify, limit or discharge the Guarantor’s liability in any manner whatsoever and this Guaranty will remain and continue in full force and effect and will be enforceable against the Guarantor to the same extent and with the same force and effect as if any such proceeding had not been instituted. The Guarantor waives all rights and benefits which might accrue to it by reason of any such proceeding and will be liable to the full extent hereunder, irrespective of any modification, limitation or discharge of the liability of the Borrower that may result from any such proceeding.

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