Common use of Agreement to Defend Clause in Contracts

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 which questions the validity or legality of the transactions contemplated 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 best efforts to vigorously defend against and respond thereto.