Agreement to Defend. In the event any action, suit, proceeding or investigation of the nature specified in Section 7.4 or Section 8.4 hereof is commenced all the parties hereto agree to cooperate and use 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 action, suit, proceeding or investigation of the nature specified in Section 7.4 5.1.3 or Section 8.4 hereof 5.2.2 is commenced 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.
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 action, suit, proceeding or investigation of the nature specified in Section 7.4 6.2, Section 6.3, or Section 8.4 6.4 hereof is commenced commenced, whether before or after the Closing, all of the parties hereto agree to cooperate and use their best 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 action, suit, proceeding or investigation of the nature specified in Section 7.4 7.2, Section 7.3, or Section 8.4 7.4 hereof is commenced commenced, whether before or after the Closing, all of the parties hereto agree to cooperate and use their best 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 action, suit, proceeding or investigation of the nature specified in Section 7.4 7.5 or Section 8.4 8.3 hereof is commenced commenced, whether before or after the Closing Date, all the parties hereto agree to cooperate cooperate and use their best efforts to defend against and respond thereto.
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Agreement to Defend. In the event any action, suit, proceeding or investigation of the nature specified in Section 7.4 7.05 or Section 8.4 8.02 hereof is commenced 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.
Appears in 1 contract
Samples: Agreement for Purchase and Sale (Jordan Industries Inc)
Agreement to Defend. In the event any action, suit, proceeding or ------------------- investigation of the nature specified in Section 7.4 6.5 or Section 8.4 7.3 hereof is commenced ----------- ----------- 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 theretothereto at their own cost and expense unless entitled to indemnification as provided in this Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Answer Think Consulting Group Inc)
Agreement to Defend. In the event any action, suit, proceeding or investigation of the nature specified in Section 7.4 7.5 or Section 8.4 8.3 hereof is commenced 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.
Appears in 1 contract
Samples: Stock Purchase Agreement (Valuevision International Inc)
Agreement to Defend. In the event any action, suit, proceeding or investigation of the nature specified in Section 7.4 6.4, Section 7.2 or Section 8.4 8.2 hereof is commenced 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.
Appears in 1 contract
Samples: Agreement for Purchase and Sale of Stock (United Stationers Inc)
Agreement to Defend. In the event any action, suit, proceeding proceesing ------------------- or investigation of the nature specified in Section 7.4 7.3 or Section 8.4 8.2 hereof is commenced ----------- ----------- 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.
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Agreement to Defend. In the event any action, suit, proceeding -------------------- or investigation of the nature specified in Section 7.4 7.5 or Section 8.4 8.3 hereof is commenced 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.
Appears in 1 contract
Samples: Stock Purchase Agreement (Spiderboy International Inc)
Agreement to Defend. In the event any action, suit, proceeding or investigation of the nature specified in Section 7.4 8.4 or Section 8.4 9.4 hereof is commenced all commenced, whether before or after the Closing Date, the parties hereto agree to cooperate and use their best efforts to defend against and respond thereto.
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Agreement to Defend. In the event of any action, suit, proceeding or investigation of the nature specified in Section 7.4 Sections 9.3, 9.4 or Section 8.4 9.5 hereof is commenced all commenced, the parties hereto Parties agree to cooperate and use their commercially reasonable best efforts to defend against and respond thereto.
Appears in 1 contract
Samples: Operations Transfer Agreement (Selectis Health, Inc.)
Agreement to Defend. In the event any action, suit, proceeding or investigation of the nature specified in Section 7.4 7.5 or Section 8.4 8.3 hereof is commenced commenced, whether before or after the Closing Date, all the parties hereto agree to cooperate and use 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 action, suit, proceeding or investigation of the nature specified in Section 7.4 Sections 7.6 or Section 8.4 hereof is commenced 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.
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Agreement to Defend. In the event any action, suit, proceeding or investigation of the nature specified in Section 7.4 9.4 or Section 8.4 10.2 hereof is commenced commenced, whether before or after the Closing Date, all the parties hereto agree to cooperate and use their commercially reasonable best efforts to defend against and respond thereto.
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Agreement to Defend. In the event any action, suit, proceeding or -------------------- investigation of the nature specified in Section 7.4 or Section 8.4 8.2 hereof is commenced ----------- ----------- 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.
Appears in 1 contract
Agreement to Defend. In the event any action, suit, proceeding or investigation of the nature specified in Section 7.4 7.3 or Section 8.4 7.4 hereof is commenced commenced, whether before or after the Closing, all of the parties hereto agree to cooperate and use their best reasonable efforts to defend against and respond thereto.
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Agreement to Defend. In the event any action, suit, proceeding or investigation of the nature specified in Section 7.4 or Section 8.4 9.3 hereof is commenced 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.
Appears in 1 contract
Agreement to Defend. In the event any action, suit, proceeding or investigation of the nature specified in Section 7.4 Sections 7.2 or Section 8.4 hereof 8.2 is commenced commenced, whether before or after the Closing Date, all the parties hereto agree to cooperate and use their best efforts to reasonably defend against and respond thereto.
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Agreement to Defend. In the event any action, suit, ------------------- proceeding or investigation of the nature specified in Section 7.4 7.5 ----------- or Section 8.4 8.2 hereof is commenced 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.
Appears in 1 contract
Samples: Credit Agreement (Gfsi Inc)
Agreement to Defend. In the event any action, suit, proceeding or ------------------- investigation of the nature specified in Section 7.4 7.5 or Section 8.4 8.3 hereof is commenced 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.
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Agreement to Defend. In the event any action, suit, proceeding or ------------------- investigation of the nature specified in Section 7.4 5.4 or Section 8.4 6.3 hereof is commenced ----------- ----------- 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 theretothereto at their own cost and expense unless entitled to indemnification as provided in this Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Answer Think Consulting Group Inc)
Agreement to Defend. In the event any action, suit, proceeding or investigation of the nature specified in Section 7.4 7.5 or Section 8.4 8.2 hereof is commenced commenced, whether before or after the Closing Date, all the parties hereto agree to cooperate and use their best commercially reasonable efforts to defend against and respond thereto.
Appears in 1 contract
Samples: Agreement for Purchase and Sale of Stock (Motors & Gears Inc)
Agreement to Defend. In the event any action, suit, proceeding or investigation of the nature specified in Section 7.4 8.3, Section 8.4, or Section 8.4 8.5 hereof is commenced all commenced, whether before or after the Closing, the parties hereto agree to cooperate and use their best reasonable efforts to defend against and respond thereto.
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