Defence of Proceedings. Each of Target, Acquireco and Canco shall diligently defend, or shall cause to be diligently defended, any lawsuits or other legal proceedings brought against it or any of its Subsidiaries or their respective directors, officers or shareholders challenging this agreement or the completion of the Transactions. Neither Target, Acquireco nor Canco shall settle or compromise (or permit any of their respective Subsidiaries to compromise or settle) any such claim brought in connection with the Transactions, without the prior written consent of the other (provided that written consent of Acquireco shall only be necessary to the extent settlement of such claim would bind either Acquireco or Canco or in any material respect affect, restrain or interfere with the conduct of the business of Target, Acquireco or any of their Subsidiaries or the consummation of the Transactions).
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Defence of Proceedings. Each party shall defend all lawsuits and other legal, regulatory or other proceedings challenging or affecting this Agreement or the consummation of the transactions contemplated hereby and shall use its best efforts to have lifted or rescinded any injunction or restraining order or other order that may adversely affect the ability of the parties to consummate the transactions contemplated hereby. 8.3
Defence of Proceedings. (a) Each Adenyo Company shall defend, or cause to be defended, any lawsuits or other legal proceedings brought against it or its officers, directors or shareholders challenging this Agreement, the Plan of Arrangement or the completion of the Arrangement.
Defence of Proceedings. Target shall use its reasonable best efforts to vigorously defend, or cause to be defended, any lawsuit or other legal proceeding brought against it or any of its Affiliates challenging this Agreement or the completion of the Arrangement. Target shall not settle or compromise any claim brought in connection with the Arrangement or this Agreement prior to the Effective Date without the prior written consent of Buyer.
Defence of Proceedings. Each of Xxxxxx and XXXX must vigorously defend, or must cause to be vigorously defended, any lawsuits or other legal proceeding brought against it (or any of its Subsidiaries) challenging this agreement or the completion of the Scheme. Neither Xxxxxx nor XXXX will settle or compromise (or permit any of its Subsidiaries to settle or compromise) any claim brought in connection with this agreement without the prior written consent of the other, such consent not to be unreasonably withheld.
Defence of Proceedings. Each of Company, Parent and Buyer shall diligently defend, or shall cause to be diligently defended, any lawsuits or other legal proceedings brought against it or any of its Subsidiaries or their respective directors, officers, shareholders or equityholders challenging this Agreement or the completion of the Transactions. Neither Company, Parent nor Buyer shall settle or compromise (or permit any of their respective Subsidiaries to compromise or settle) any such claim brought in connection with the Transactions, without the prior written consent of the other (provided that written consent of Parent shall only be necessary to the extent settlement of such claim would bind either Parent or Buyer or in any material respect affect, restrain or interfere with the conduct of the business of Company, Parent or any of their Subsidiaries or the consummation of the Transactions).
Defence of Proceedings. Each of FPIL and FPAH will vigorously defend any lawsuits or other legal proceedings brought against it or any of its Subsidiaries challenging this Agreement or the completion of the Separation Arrangement or the transactions contemplated by this Agreement. Neither FPIL nor FPAH will settle or compromise (or permit any of its Subsidiaries to settle or compromise) any claim brought in connection with this Agreement, the Separation Arrangement or any transaction contemplated by this Agreement without the prior written consent of the other.
Defence of Proceedings. (a) Each Target Company shall defend, or cause to be defended, any lawsuits or other legal proceedings brought against it or its officers, directors or shareholders challenging this Agreement, the Plan of Arrangement or the completion of the Arrangement.
Defence of Proceedings. The Corporation shall, subject to this section 8.2, be entitled (but not required) to assume the defence on behalf of the Indemnitees of any proceeding with respect to a Claim; provided that the defence shall be through a legal counsel acceptable to the Indemnitees, acting reasonably. The Indemnitees shall have the right to employ separate counsel in any such proceeding and participate in its defence, but the fees and expenses of that counsel shall be at the expense of the Indemnitees unless:
