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 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 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 their best efforts to defend against and respond thereto.
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. 26 6.4 Consents.............................................................................26 6.5 No Solicitation or Negotiation.......................................................26 6.6 No Termination of Sellers' Obligations by Subsequent Incapacity, Etc.................26 6.7
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.
Agreement to Defend. In the event any claim, action, suit, investigation or other legal or administrative proceeding by any Governmental Entity or other Person is commenced that questions the validity or legality of the 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. The Company shall give Parent reasonable opportunity to participate in the defense or settlement of any stockholder litigation against the Company and its directors relating to any Transaction, provided, that no such settlement shall be agreed to without Parent's consent, which shall not be unreasonably withheld, conditioned or delayed.
Agreement to Defend. In the event any action, suit, proceeding or investigation of the nature challenging the consummation or effectiveness of the transactions contemplated hereunder is commenced all the parties hereto agree to cooperate and use commercially reasonable efforts to defend against and respond thereto.
