Common use of Agreement to Defend Clause in Contracts

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)

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Agreement to Defend. In the event any action, suit, proceeding or investigation of the nature specified in Section 7.4 5.1.3 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Huffy Corp)

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.

Appears in 1 contract

Samples: Agreement for Purchase and Sale (Drugmax Com 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 (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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Hauser Inc)

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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ameripath Inc)

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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Huffy Corp)

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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

Samples: Agreement for Purchase and Sale (Unidigital Inc)

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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Mariner Health Care Inc)

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

Samples: Asset Purchase Agreement (Cincinnati Bell Inc)

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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ameripath 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 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.

Appears in 1 contract

Samples: Employment Agreement (Charys Holding Co Inc)

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.

Appears in 1 contract

Samples: Purchase Agreement (Medical Properties Trust Inc)

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