Assignment, Cooperation for Compliance and Enforcement. To the extent permissible under Applicable Law, the following shall apply:
(i) Cadence retains all rights under the Employee Agreements of all former Cadence employees necessary to permit Cadence to protect the rights and interests of Cadence, but hereby transfers and assigns to Tality and its Subsidiaries its rights under the Employee Agreements of all former Cadence employees to the extent required to permit Tality to enjoin, restrain, recover damages from or obtain specific performance of the Employee Agreements or obtain other remedies against any employee who breaches his/her Employee Agreement; provided, however, that if such partial transfer and assignment is not permissible under Applicable Law, Cadence shall be deemed to have transferred and assigned all such rights.
(ii) Each of Cadence and Tality agrees, at its own cost and expense, to cooperate with the other as follows:
(A) Tality shall advise Cadence of: (1) any violation(s) of the Employee Agreement by former Cadence employees, and (2) any violation(s) of the Tality Employee Agreement which affect Cadence's rights; and (B) Cadence shall advise Tality of any violations of the Employee Agreement by current or former Cadence employees which affect Tality's rights; provided, however, that the foregoing obligations shall only apply to violations which become known to an attorney within the legal department of the party obligated to provide notice thereof.
(iii) Tality may enforce all rights transferred and assigned to it under this Agreement relating to the Employee Agreements. In addition, if Cadence has retained any rights under the Employee Agreements, Tality shall, if requested by Cadence, enforce the Employee Agreements of former Cadence employees to the extent necessary to reasonably protect the interests of any member of the Cadence Group; provided, however, that Tality shall not commence any legal action relating thereto without first consulting with Cadence's General Counsel (or his/her designee). If Tality, in seeking to enforce any Employee Agreement, notifies Cadence that it requires, or desires, Cadence to join in such action, then Cadence shall do so. In addition, if Cadence commences or becomes a party to any action to enforce a Employee Agreement of a former Cadence employee, Cadence shall, whether or not it becomes a party to the action, cooperate with Tality by making available its files and employees who have information or knowledge relevant to the dispute, subject to appropri...
Assignment, Cooperation for Compliance and Enforcement. (i) Palm retains all rights under the Palm Employee Agreements of all former Palm employees necessary to permit Palm to protect the rights and interests of Palm, but hereby transfers and assigns to PalmSource its rights under the Palm Employee Agreements of all former Palm employees to the extent required to permit PalmSource to enjoin, restrain, recover damages from or obtain specific performance of the Palm Employee Agreements or obtain other remedies against any employee who breaches his/her Palm Employee Agreement.
(ii) Palm and PalmSource agree, at their own respective cost and expense, to use their reasonable efforts to cooperate as follows: (A) PalmSource shall advise Palm of: (1) any violation(s) of the Palm Employee Agreement by former Palm employees, and (2) any violation(s) of the PalmSource Employee Agreement which affect Palm’s rights; and (B) Palm shall advise PalmSource of any violations of the Palm Employee Agreement by current or former Palm employees which affect PalmSource’s rights; provided, however, that the foregoing obligations shall only apply to violations which become known to an attorney within the legal department of the party obligated to provide notice thereof.
(iii) Palm and PalmSource each may separately enforce the Palm Employee Agreements of former Palm employees to the extent necessary to reasonably protect their respective interests, provided, however, that (i) PalmSource shall not commence any legal action relating thereto without first consulting with Palm’s General Counsel or his/her designee and (ii) Palm shall not commence any legal action relating thereto against any former Palm employee who is at the time an PalmSource employee without first consulting with PalmSource’s General Counsel or his/her designee. If either party, in seeking to enforce any Palm Employee Agreement, notifies the other party that it requires, or desires, such party to join in such action, then the other party shall do so. In addition, if either party commences or becomes a party to any action to enforce a Palm Employee Agreement of a former Palm employee, the other party shall, whether or not it becomes a party to the action, cooperate with the other party by making available its files and employees who have information or knowledge relevant to the dispute, subject to appropriate measures to protect the confidentiality of any proprietary or confidential information that may be disclosed in the course of such cooperation or action and subject...
Assignment, Cooperation for Compliance and Enforcement. (i) Schlumberger retains all rights under the Schlumberger Employee Agreements of all former Schlumberger employees necessary to permit Schlumberger to protect the rights and interests of Schlumberger, but hereby transfers and assigns to NPT its rights under the Schlumberger Employee Agreements of all former Schlumberger employees to the extent required to permit NPT to enjoin, restrain, recover damages from or obtain specific performance of the Schlumberger Employee Agreements or obtain other remedies against any employee who breaches his/her Schlumberger Employee Agreement with respect to matters relating to the NPT Business.
(ii) Schlumberger and NPT agree, at their own respective cost and expense, to use their reasonable efforts to cooperate as follows: (A) NPT shall advise Schlumberger of: (1) any violation(s) of the Schlumberger Employee Agreements by former Schlumberger employees, and (2) any violation(s) of the NPT Employee Agreement which affect Schlumberger's rights; and (B) Schlumberger shall advise NPT of any violations of the Schlumberger Employee Agreements by current or former Schlumberger employees which affect NPT's rights; provided, however, that the foregoing obligations shall only apply to violations which become known to an attorney within the legal department of the party obligated to provide notice thereof.
(iii) Schlumberger and NPT each may separately enforce the Schlumberger Employee Agreements of former Schlumberger employees to the extent necessary to reasonably protect their respective interests, provided, however, that (i) NPT shall not commence any legal action relating thereto without first consulting with Schlumberger's General Counsel or his/her designee and (ii) Schlumberger shall not commence any legal action relating thereto against any former Schlumberger employee who is at the time an NPT employee without first consulting with NPT's General Counsel or his/her designee. If either party, in seeking to enforce any Schlumberger Employee Agreement, notifies the other party that it is, in their legal advisor's reasonable opinion, desirable for such party to join in such action, then the other party shall do so, provided however that the party bringing such action and requiring such joinder shall pay any expenses and costs (including legal fees) incurred by the other party. In addition, if either party commences or becomes a party to any action to enforce a Schlumberger Employee Agreement of a former Schlumberger employee, t...
Assignment, Cooperation for Compliance and Enforcement. Allegheny retains all rights under the Allegheny Employee Agreements of all former Allegheny employees necessary to permit Allegheny to protect the rights and interests of Allegheny, but hereby transfers and assigns to Supply Holdco its rights under the Allegheny Employee Agreements of all former Allegheny employees to the extent required to permit Supply Holdco to enjoin, restrain, recover damages from or obtain specific performance of the Allegheny Employee Agreements or obtain other remedies against any employee who breaches his or her Allegheny Employee Agreement, and to the extent necessary to permit Supply Holdco to protect its rights and interests.
Assignment, Cooperation for Compliance and Enforcement. (i) Quantum retains all rights under the Quantum Employee Agreements of all former Quantum employees necessary to permit Quantum to protect the rights and interests of Quantum, but hereby transfers and assigns to Snap its rights under the Quantum Employee Agreements of all former Quantum employees to the extent required to permit Snap to enjoin, restrain, recover damages from or obtain specific performance of the Quantum Employee Agreements or obtain other remedies against any employee who breaches his/her Quantum Employee Agreement, and to the extent necessary to permit Snap to protect the rights and interests of the Snap Business on the Separation Date.
(ii) Quantum and Snap agree, at their own respective cost and expense, to use their reasonable efforts to cooperate as follows:
(A) Snap shall advise Quantum of: (1) any violation(s) of the Quantum Employee Agreement by former Quantum employees, and (2) any violation(s) of the Snap Employee Agreement which affect Quantum's rights; and (B) Quantum shall advise Snap of any violations of the Quantum Employee Agreement by current or former Quantum employees which affect Snap's rights; provided, however, that the foregoing obligations shall only apply to violations which become known to an attorney within the legal department of the party obligated to provide notice thereof.
(iii) Quantum and Snap each may separately enforce the Quantum Employee Agreements of former Quantum employees to the extent necessary to reasonably protect their respective interests, provided, however, that (i) Snap shall not commence any litigation relating thereto without first consulting with Quantum's General Counsel or his/her designee and (ii) Quantum shall not commence any litigation relating thereto against any former Quantum employee who is at the time an Snap employee without first consulting with Snap's Chief Executive Officer or his/her designee.
(iv) Quantum and Snap understand and acknowledge that matters relating to the making, performance, enforcement, assignment and termination of employee agreements are typically governed by the laws and regulations of the national, federal, state or local governmental unit where an employee resides, or where an employee's services are rendered, and that such laws and regulations may supersede or limit the applicability or enforceability of this Section 8.1. In such circumstances, Quantum and Snap agree to take action with respect to the employee agreements that best accomplishes the pa...
Assignment, Cooperation for Compliance and Enforcement retains all rights under the 3M Employee Agreements of all Former 3M Employees necessary to permit 3M to protect the rights and interests of continuing 3M businesses, but hereby transfers and assigns to IMATION its rights under the 3M Employee Agreements of all Former 3M Employees to the extent required to permit IMATION to enjoin, restrain, recover damages from or obtain specific performance of the 3M Employee Agreements or obtain other remedies against any employee who breaches his/her 3M Employee Agreement, to the extent necessary to permit IMATION to protect the rights and interests of the 3M businesses being transferred to IMATION on the Distribution Date. IMATION agrees to perform the obligations of 3M under the 3M Employee Agreements of Former 3M Employees necessary to enable IMATION to enforce said agreement including, without limitation, the obligation to compensate any Former 3M Employee who is unable to obtain employment consistent with his/her abilities and education solely as a consequence of the covenant not to compete contained in the 3M Employee Agreement. IMATION acknowledges that 3M background proprietary information which is not Background PI or Assigned PI is not licensed or assigned to IMATION under this Agreement. Consequently, IMATION shall assist 3M in obtaining the entire right, title and interest to intellectual property (whether patented or not) resulting from activities constituting a breach of the 3M Employee Agreement by an employee who was in IMATION's employ at the time of the breach, such assistance including, but not being limited to, assigning to 3M any patent or patent application claiming inventions resulting from breach of a 3M Employee Agreement and inadvertently filed by IMATION.
Assignment, Cooperation for Compliance and Enforcement. (1) Southern retains all rights under the Southern Employee Agreements of all former Southern employees necessary to permit Southern to protect the rights and interests of Southern, but hereby transfers and assigns to Southern Energy its rights under the Southern Employee Agreements of all former Southern employees to the extent required to permit Southern Energy to enjoin, restrain, recover damages from or obtain specific performance of the Southern Employee Agreements or obtain other remedies against any employee who breaches his or her Southern Employee Agreement, and to the extent necessary to permit Southern Energy to protect its rights and interests.
(2) Southern and Southern Energy agree, at their own respective cost and expense, to use their reasonable efforts to cooperate as follows: (A) Southern Energy shall advise Southern of: (1) any violation(s) of the Southern Employee
Assignment, Cooperation for Compliance and Enforcement. Compuware retains all rights under the Compuware Employee Agreements of all Covisint Employees necessary to permit Compuware to protect the rights and interests of Compuware, but hereby transfers and assigns to Covisint its rights under the Compuware Employee Agreements of all Covisint Employees to the extent required to permit Covisint to enjoin, restrain, recover damages from or obtain specific performance of the Compuware Employee Agreements or obtain other remedies against any employee who breaches his or her Compuware Employee Agreement, and to the extent necessary to permit Covisint to protect its rights and interests. Compuware and Covisint each may separately enforce the Compuware Employee Agreements of Covisint Employees to the extent necessary to reasonably protect their respective interests. If either Party commences or becomes a party to any action to enforce a Compuware Employee Agreement of an employee of the Covisint Group or former Compuware employee, the other Party shall, whether or not it becomes a party to the action, cooperate with the other Party by making available its files and employees who have information or knowledge relevant to the dispute, subject to appropriate measures to protect the confidentiality of any proprietary or confidential information that may be disclosed in the course of such cooperation or action and subject to any relevant privacy laws and regulations. Any such action shall be conducted at the expense of the Party bringing the action and the Parties shall agree on a case by case basis on compensation, if any, of the other Party for the value of the time of such other Party’s employees as reasonably required in connection with the action.
Assignment, Cooperation for Compliance and Enforcement. To the extent permissible under Applicable Law, the following shall apply:
(i) Cadence retains all rights under the Employee Agreements of all former Cadence employees necessary to permit Cadence to protect the rights and interests of Cadence, but hereby transfers and assigns to Tality and its Subsidiaries its rights under the Employee Agreements of all former Cadence
Assignment, Cooperation for Compliance and Enforcement. (i) Catalytica hereby transfers and assigns to CESI its rights under the Catalytica Employee Agreements of all CESI Employees to the extent they related to the CESI Business and to the extent required to permit CESI to enjoin, restrain, recover damages from or obtain specific performance of the Catalytica Employee Agreements or obtain other remedies against any CESI Employee who breaches his/her Catalytica Employee Agreement.
(ii) Catalytica and CESI each may separately enforce the Catalytica Employee Agreements of CESI Employees to the extent necessary to reasonably protect their respective interests, provided, however, that (i) CESI shall not commence any legal action relating thereto without first consulting with Catalytica's General Counsel or his/her designee and (ii) Catalytica shall not commence any legal action relating thereto against any CESI Employee who is at the time an employee of CESI without first consulting with CESI's General Counsel or his/her designee.
(iii) Catalytica and CESI understand and acknowledge that matters relating to the making, performance, enforcement, assignment and termination of employee agreements are typically governed by the laws and regulations of the national, federal, state or local governmental unit where an employee resides, or where an employee's services are rendered, and that such laws and regulations may supersede or limit the applicability or enforceability of this Section 5.9. In such circumstances, Catalytica and CESI agree to take action with respect to the employee agreements that best accomplishes the parties' objectives as set forth in this Section 5.9 and that is consistent with applicable law.
