Assignment, Cooperation for Compliance and Enforcement Sample Clauses
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) 3Com retains all rights under the 3Com Employee Agreements of all former 3Com employees necessary to permit 3Com to protect the rights and interests of 3Com, but hereby transfers and assigns to Palm its rights under the 3Com Employee Agreements of all former 3Com employees to the extent required to permit Palm to enjoin, restrain, recover damages from or obtain specific performance of the 3Com Employee Agreements or obtain other remedies against any employee who breaches his/her 3Com Employee Agreement.
(ii) 3Com and Palm agree, at their own respective cost and expense, to use their reasonable efforts to cooperate as follows: (A) Palm shall advise 3Com of: (1) any violation(s) of the 3Com Employee Agreement by former 3Com employees, and (2) any violation(s) of the Palm Employee Agreement which affect 3Com's rights; and (B) 3Com shall advise Palm of any violations of the 3Com Employee Agreement by current or former 3Com employees which affect Palm'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) 3Com and Palm each may separately enforce the 3Com Employee Agreements of former 3Com employees to the extent necessary to reasonably protect their respective interests, provided, however, that (i) Palm shall not commence any legal action relating thereto without first consulting with 3Com's General Counsel or his/her designee and (ii) 3Com shall not commence any legal action relating thereto against any former 3Com employee who is at the time an Palm employee without first consulting with Palm's General Counsel or his/her designee. If either party, in seeking to enforce any 3Com 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 3Com Employee Agreement of a former 3Com 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 sha...
Assignment, Cooperation for Compliance and Enforcement. (i) LSI Logic retains all rights under the LSI Logic Employee Agreements of all former LSI Logic employees necessary to permit LSI Logic to protect the rights and interests of LSI Logic, but hereby transfers and assigns to SSI its rights under the LSI Logic Employee Agreements of all former LSI Logic employees and all SSI Employees that remain subject to such LSI Logic Employee Agreements to the extent required to permit SSI to enjoin, restrain, recover damages from or obtain specific performance of the LSI Logic Employee Agreements or obtain other remedies against any employee who breaches his/her LSI Logic Employee Agreement.
(ii) SSI shall advise LSI Logic of any violation of the LSI Logic Employee Agreement by former LSI Logic employees or SSI Employees, and any violation of the SSI confidential information and assignment of inventions agreement (or any similar such agreement) that SSI reasonably believes would affect LSI Logic’s rights. LSI Logic shall advise SSI of any violation of the LSI Logic Employee Agreement by current or former LSI Logic employees or by SSI Employees subject to the LSI Logic Employee Agreement that LSI Logic reasonably believes would affect SSI’s rights; provided, however, that the foregoing obligations shall only apply to violations that become known to an attorney within the legal department of the Party obligated to provide notice thereof.
(iii) Following the Separation Date and extending only until the Distribution Date, if either LSI Logic or SSI determines that it may be necessary to take action to enforce the LSI Logic Employee Agreements of former LSI Logic employees or of SSI Employees still technically employed by LSI Logic, then at either Party’s request the Parties shall meet to confer and cooperate regarding such potential enforcement.
(iv) LSI Logic and SSI acknowledge and agree 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 7.8. In such circumstances, LSI Logic and SSI agree to take action with respect to the employee agreements that best accomplishes the parties’ objectives as set forth in this Section 7.8 and that is consistent with applicable law.
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. (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. (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.
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. 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. 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.