Common use of Agreement to Defend Clause in Contracts

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, action, suit, investigation or other proceeding by any governmental body 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, whether before or after the parties hereto agree Closing, Group 1 agrees to cooperate and use their reasonable efforts to defend against and respond thereto.

Agreement to Defend. In the event any claim, action, suit, investigation or other proceeding by any governmental body 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, whether before or after the parties hereto Closing, the Company and the Stockholders agree to cooperate and use their reasonable efforts (such efforts shall not include incurring costs to third parties) to defend against and respond thereto.

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.

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.

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.

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.

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.

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, whether before or after the parties hereto agree Effective Time, Group 1 agrees to cooperate and use their reasonable efforts to defend against and respond thereto. Costs of this defense and response will be borne by Group 1.

Agreement to Defend. In the event any claim, action, suit, investigation or other proceeding by any governmental body 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, whether before or after the parties hereto agree to Closing, the Company and the Owners shall cooperate and use their reasonable efforts to defend cooperate in the defense against and respond response thereto. Costs, including attorneys' fees, associated with any such defense will be borne by Group 1.

Agreement to Defend. In the event any claim, action, suit, investigation or other proceeding by any governmental body 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, whether before or after the parties hereto agree to Effective Time, the Company and the Stockholders shall cooperate and use their reasonable efforts to defend against and respond thereto. Costs of this defense and response will be borne by Group 1.

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.

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.

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.

Agreement to Defend. In the event any claim, action, suit, investigation or other proceeding by any governmental body 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, whether before or after the parties hereto Closing, the Company and the Stockholders agree to cooperate and use their reasonable efforts (such efforts shall not include incurring any costs to third parties) to defend against and respond thereto.

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.

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, 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, whether before or after the parties hereto agree Closing, Group 1 agrees to cooperate and use their reasonable efforts to defend cooperate in the defense against and respond response thereto. Costs, including attorneys' fees, associated with any such defense will be borne by Group 1.

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.

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.

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.

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.

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.

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

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.

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.

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.

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.

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.

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.

Agreement to Defend. In the event any claim, action, suit, investigation or other proceeding by any governmental body 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, whether before or after the parties hereto Closing, Seller and the Stockholders agree to cooperate and use their reasonable efforts to defend against and respond thereto.

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, whether before or after the parties hereto agree Closing, Purchaser agrees to cooperate and use their reasonable efforts to defend against and respond thereto.

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.

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.

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.

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.

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, whether before or after the parties hereto agree to Effective Time, SRC, the Affiliated SRC Stockholders and Xxxx shall each cooperate and use their reasonable efforts to defend against such claim, action, suit, investigation or other proceeding and respond thereto.

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, whether before or after the parties hereto agree to Effective Time, the Company shall cooperate and use their reasonable efforts to defend against and respond thereto.

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.

Agreement to Defend. In the event any claim, action, suit, investigation or other proceeding by any governmental body 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, whether before or after the parties hereto Closing, the Company and the Stockholder agree to cooperate and use their reasonable efforts (such efforts shall not include incurring costs to third parties) to defend against and respond thereto.

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.

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.

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.

Agreement to Defend. In the event any claim, action, suit, investigation or other proceeding by any governmental body 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, whether before or after the parties hereto Closing, the Stockholders agree to cooperate and use their reasonable efforts (such efforts shall not include incurring costs to third parties) to defend against and respond thereto.

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.

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.

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.

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.

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.

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, whether before or after the parties hereto agree to Effective Time, CSI and the Affiliated CSI Stockholders shall each cooperate and use their reasonable efforts to defend against such claim, action, suit, investigation or other proceeding and respond thereto.

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; provided, however, that this Section 5.7 shall not apply to any governmental investigation contemplated under Section 5.5(a).

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.

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.

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, 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.