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 14 contracts
Samples: Merger Agreement (Afh Acquisition Iv, Inc.), Agreement and Plan of Merger (Nyfix Inc), Agreement and Plan of Merger (Mens Wearhouse 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: Agreement and Plan of Merger (Spinnaker Exploration Co), Agreement and Plan of Merger (Evergreen Resources Inc), Agreement and Plan of Merger (Range Resources Corp)
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 6 contracts
Samples: Agreement and Plan of Merger (Novitron International Inc), Agreement and Plan of Merger (Novitron International Inc), Agreement and Plan of Merger (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 (Bluefire Ethanol Fuels 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: Agreement and Plan of Merger (Coinstar Inc), Agreement and Plan of Merger (Itron Inc /Wa/), Agreement and Plan of Merger (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 (HighPeak Energy, Inc.)
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 any legal, administrative or other proceeding is commenced by any governmental body or other person or other legal or administrative proceeding is commenced that which questions the validity or legality of the transactions contemplated hereby 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 reasonable best efforts to vigorously defend against and respond thereto.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Bliss & Laughlin Industries Inc /De), Agreement and Plan of Merger (BRW Steel Corp), Amended Agreement and Plan of Merger (BRW Steel 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 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: Agreement and Plan of Merger (Nabors Industries Inc), Employment Agreement (Bayard Drilling Technologies Inc), Agreement and Plan of Merger (Tristar 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 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), Stock Purchase Agreement (Natural Gas Services Group Inc), Agreement and Plan of Merger (TMBR Sharp Drilling 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: Agreement and Plan of Merger (Reliastar Financial Corp), Agreement and Plan of Merger (Marshalltown Financial Corp), Agreement and Plan of Merger (HMN Financial 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 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: Agreement and Plan of Merger (Cliffs Drilling Co), Agreement and Plan of Merger (Stonepath Group 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: Agreement and Plan of Merger (Onemain Com Inc), Agreement and Plan of Merger (Earthlink 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 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 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: Agreement and Plan of Merger (Concentra Operating Corp), Agreement and Plan of Merger (Occupational Health & Rehabilitation 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 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 (Oneok Inc), Agreement (Western Resources Inc /Ks)
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: Operating Agreement (Global Partner Acquisition Corp.), Agreement and Plan of Merger (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 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: Purchase and Sale Agreement (Edge Petroleum Corp), Stock Purchase 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 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: Agreement and Plan of Merger (Collegiate Pacific Inc), Agreement and Plan of Merger (Collegiate Pacific 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 themselves against and respond thereto.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fona, Inc.), And Restated Agreement and Plan of Merger (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: Agreement and Plan of Merger (Superior Energy Services Inc), Agreement and Plan of Merger (Warrior Energy Services 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 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.. 5.14
Appears in 2 contracts
Samples: Execution Copy Agreement and Plan of Merger (Drilex International Inc), Conformed Copy Agreement and Plan of Merger (Baker Hughes 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: Agreement and Plan of Merger (Arch Petroleum Inc /New/), Agreement and Plan of Merger (Titan Exploration 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: Agreement and Plan of Merger (Roadway Corp), Agreement and Plan of Merger (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 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: Agreement and Plan of Merger (Nexeo Solutions Holdings, LLC), Agreement and Plan of Merger (WL Ross Holding Corp.)
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
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
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
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 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
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: Agreement and Plan of Merger (Rf Monolithics Inc /De/)
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 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 Merger (Private Business 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 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 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: Agreement and Plan of Merger (CFW Communications Co)
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: Agreement and Plan of Merger (Digital Imaging Resources 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.Section 7.10.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Novitron International 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
