Common use of Assignment, Cooperation for Compliance and Enforcement Clause in Contracts

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 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 Tality and Cadence and Tality shall agree on a case by case basis on compensation, if any, of Cadence for the value of the time of Cadence employees as reasonably required in connection with the action. (iv) Cadence and Tality 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 4.6. In such circumstances, Cadence and Tality agree to take action with respect to the employee agreements that best accomplishes the parties' objectives as set forth in this Section 4.6 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 Adaptec retains all rights under the Adaptec Employee Agreements of all former Cadence Adaptec employees necessary to permit Cadence Adaptec to protect the rights and interests of CadenceAdaptec, but hereby transfers and assigns to Tality and its Subsidiaries Roxio its rights under the Adaptec Employee Agreements of all former Cadence Adaptec employees to the extent required to permit Tality Roxio to enjoin, restrain, recover damages from or obtain specific performance of the Adaptec Employee Agreements or obtain other remedies against any employee who breaches his/her Adaptec Employee Agreement; provided, however, that if such partial transfer and assignment is not permissible under Applicable Law, Cadence shall be deemed to have transferred the extent necessary to permit Roxio to protect the rights and assigned all such rightsinterests of the Roxio Business on the Separation Date. (ii) Each of Cadence Adaptec and Tality agreesRoxio agree, at its their own respective cost and expense, to use their reasonable efforts to cooperate with the other as follows: : (A) Tality Roxio shall advise Cadence Adaptec of: (1) any violation(s) of the Adaptec Employee Agreement by former Cadence Adaptec employees, and (2) any violation(s) of the Tality Roxio Employee Agreement which affect CadenceAdaptec's rights; and (B) Cadence Adaptec shall advise Tality Roxio of any violations of the Adaptec Employee Agreement by current or former Cadence Adaptec employees which affect TalityRoxio's rights; providedPROVIDED, howeverHOWEVER, 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 Adaptec and Roxio each 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, separately enforce the Adaptec Employee Agreements of former Cadence Adaptec employees to the extent necessary to reasonably protect the interests of any member of the Cadence Group; providedtheir respective interests, howeverPROVIDED, HOWEVER, that Tality (x) Roxio shall not not, prior to the Distribution Date, commence any legal action litigation relating thereto without first consulting with CadenceAdaptec's General Counsel or his/her designee and (y) Adaptec shall not, prior to the Distribution Date, commence any litigation relating thereto against any former Adaptec employee who is at the time a Roxio employee without first consulting with Roxio's Chief Executive Officer 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 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 Tality and Cadence and Tality shall agree on a case by case basis on compensation, if any, of Cadence for the value of the time of Cadence employees as reasonably required in connection with the action. (iv) Cadence Adaptec and Tality Roxio 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 4.67.1. In such circumstances, Cadence Adaptec and Tality Roxio agree to take action with respect to the employee agreements that best accomplishes the parties' objectives as set forth in this Section 4.6 7.1 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 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; providedPROVIDED, howeverHOWEVER, 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; providedPROVIDED, howeverHOWEVER, 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; providedPROVIDED, howeverHOWEVER, 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 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 Tality and Cadence and Tality shall agree on a case by case basis on compensation, if any, of Cadence for the value of the time of Cadence employees as reasonably required in connection with the action. (iv) Cadence and Tality 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 4.6. In such circumstances, Cadence and Tality agree to take action with respect to the employee agreements that best accomplishes the parties' objectives as set forth in this Section 4.6 and that is consistent with applicable law.

Assignment, Cooperation for Compliance and Enforcement. To the extent permissible under Applicable Law, the following shall apply: (i1) Cadence REI retains all rights under the REI Employee Agreements of all former Cadence REI employees necessary to permit Cadence REI to protect the rights and interests of CadenceREI, but hereby transfers and assigns to Tality and its Subsidiaries Resources its rights under the REI Employee Agreements of all former Cadence REI employees to the extent required to permit Tality Resources to enjoin, restrain, recover damages from or obtain specific performance of the REI Employee Agreements or obtain other remedies against any employee who breaches his/his or her REI Employee Agreement; provided, however, that if such partial transfer and assignment is not permissible under Applicable Law, Cadence shall be deemed to have transferred the extent necessary to permit Resources to protect its rights and assigned all such rightsinterests. (ii2) Each of Cadence REI and Tality agreesResources agree, at its their own respective cost and expense, to use their reasonable efforts to cooperate with the other as follows: (A) Tality Resources shall advise Cadence REI of: (1) any violation(s) of the REI Employee Agreement Agreements by Resources or former Cadence REI employees, and (2) any violation(s) of the Tality Resources Employee Agreement Agreements which affect CadenceREI's rights; and (B) Cadence REI shall advise Tality Resources of any violations violation(s) of the REI Employee Agreement Agreements by current or former Cadence REI employees which affect TalityResources's rights; provided, however, that the foregoing obligations shall only apply to violations violation(s) which become known to an attorney within the legal department of the party obligated to provide notice thereof. (iii3) Tality REI and Resources each 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, separately enforce the REI Employee Agreements of Resources and former Cadence REI employees to the extent necessary to reasonably protect the interests of any member of the Cadence Group; their respective interests, provided, however, that Tality (i) Resources shall not commence any legal action litigation relating thereto without first consulting with CadenceREI's General Counsel or his or her designee and (ii) REI shall not commence any litigation relating thereto against any former REI employee who is at the time an employee of the Resources Group without first consulting with Resources's General Counsel or his/his or her designee). If Talityeither party, in seeking to enforce any REI Employee Agreement, notifies Cadence the other party that it requires, or desires, Cadence the other party to join in such action, then Cadence the other party shall do so. In addition, if Cadence either party commences or becomes a party to any action to enforce a REI Employee Agreement of a an employee of the Resources Group or former Cadence REI employee, Cadence the other party shall, whether or not it becomes a party to the action, cooperate with Tality 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 Tality the party bringing the action and Cadence and Tality the parties shall agree on a case by case basis on compensation, if any, of Cadence the other party for the value of the time of Cadence such other party's employees as reasonably required in connection with the action. (iv1) Cadence Resources retains all rights under the Resources Employee Agreements of all former Resources employees necessary to permit Resources to protect the rights and Tality interests of Resources, but hereby transfers and assigns to REI its rights under the Resources Employee Agreements of all former Resources employees to the extent required to permit REI to enjoin, restrain, recover damages from or obtain specific performance of the Resources Employee Agreements or obtain other remedies against any employee who breaches his or her Resources Employee Agreement, and to the extent necessary to permit REI to protect its rights and interests. (2) REI and Resources agree, at their own respective cost and expense, to use their reasonable efforts to cooperate as follows: (A) REI shall advise Resources of: (1) any violation(s) of the Resources Employee Agreements by REI or former Resources employees, and (2) any violation(s) of the REI Employee Agreements which affect Resources's rights; and (B) Resources shall advise REI of any violations of the Resources Employee Agreements by current or former Resources employees which affect REI'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. (3) REI and Resources each may separately enforce the REI Employee Agreements of REI and former Resources employees to the extent necessary to reasonably protect their respective interests, provided, however, that (i) REI shall not commence any litigation relating thereto without first consulting with Resources's General Counsel or his or her designee and (ii) Resources shall not commence any litigation relating thereto against any former Resources employee who is at the time a REI Employee without first consulting with REI's General Counsel or his or her designee. If either party, in seeking to enforce any Resources Employee Agreement, notifies the other party that it requires, or desires, the other 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 Resources Employee Agreement of a REI Employee or former Resources 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. (C) REI and Resources 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 4.610.04. In such circumstances, Cadence REI and Tality Resources agree to take action with respect to the employee agreements that best accomplishes the parties' objectives as set forth in this Section 4.6 10.04 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 HP retains all rights under the HP Employee Agreements of all former Cadence HP employees necessary to permit Cadence HP to protect the rights and interests of CadenceHP, but hereby transfers and assigns to Tality and its Subsidiaries Agilent its rights under the HP Employee Agreements of all former Cadence HP employees to the extent required to permit Tality Agilent to enjoin, restrain, recover damages from or obtain specific performance of the HP Employee Agreements or obtain other remedies against any employee who breaches his/her HP Employee Agreement; provided, however, that if such partial transfer and assignment is not permissible under Applicable Law, Cadence shall be deemed to have the extent necessary to permit Agilent to protect the rights and interests of the businesses being transferred and assigned all such rightsto Agilent on the Separation Date. (ii) Each of Cadence HP and Tality agreesAgilent agree, at its their own respective cost and expense, to use their reasonable efforts to cooperate with the other as follows: : (A) Tality Agilent shall advise Cadence HP of: (1) any violation(s) of the HP Employee Agreement by former Cadence HP employees, and (2) any violation(s) of the Tality Agilent Employee Agreement which affect CadenceHP's rights; and (B) Cadence HP shall advise Tality Agilent of any violations of the HP Employee Agreement by current or former Cadence HP employees which affect TalityAgilent'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 HP and Agilent each 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, separately enforce the HP Employee Agreements of former Cadence HP employees to the extent necessary to reasonably protect the interests of any member of the Cadence Group; their respective interests, provided, however, that Tality (i) Agilent shall not commence any legal action litigation relating thereto without first consulting with CadenceHP's General Counsel Director of Intellectual Property or his/her designee and (ii) HP shall not commence any litigation relating thereto against any former HP employee who is at the time an Agilent employee without first consulting with Agilent's Director of Intellectual Property or his/her designee). If Talityeither party, in seeking to enforce any HP Employee Agreement, notifies Cadence the other party that it requires, or desires, Cadence the other party to join in such action, then Cadence the other party shall do so. In addition, if Cadence either party commences or becomes a party to any action to enforce a HP Employee Agreement of a former Cadence HP employee, Cadence the other party shall, whether or not it becomes a party to the action, cooperate with Tality 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 Tality the party bringing the action and Cadence and Tality the parties shall agree on a case by case basis on compensation, if any, of Cadence the other party for the value of the time of Cadence such other party's employees as reasonably required in connection with the action. (iv) Cadence HP and Tality Agilent 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 4.65.13. In such circumstances, Cadence HP and Tality Agilent agree to take action with respect to the employee agreements that best accomplishes the parties' objectives as set forth in this Section 4.6 5.13 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 TSAI retains all rights under the TSAI Employee Agreements of all former Cadence TSAI employees necessary to permit Cadence TSAI to protect the rights and interests of CadenceTSAI, but hereby transfers and assigns to Tality and its Subsidiaries Insession its rights under the TSAI Employee Agreements of all former Cadence TSAI employees to the extent required to permit Tality Insession to enjoin, restrain, recover damages from or obtain specific performance of the TSAI Employee Agreements or obtain other remedies against any employee who breaches his/her TSAI 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 TSAI and Tality agreesInsession agree, at its their own respective cost and expense, to use their reasonable efforts to cooperate with the other as follows: (A) Tality Insession shall advise Cadence TSAI of: : (1) any violation(s) of the TSAI Employee Agreement by former Cadence TSAI employees, and and (2) any violation(s) of the Tality Insession Employee Agreement which affect CadenceTSAI's rights; and and (B) Cadence TSAI shall advise Tality Insession of any violations of the TSAI Employee Agreement by current or former Cadence TSAI employees which affect TalityInsession'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 Party obligated to provide notice thereofof such violation. (iii) Tality TSAI and Insession each 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, separately enforce the TSAI Employee Agreements of former Cadence TSAI employees to the extent necessary to reasonably protect the interests of any member of the Cadence Group; their respective interests, provided, however, that Tality (i) Insession shall not commence any legal action relating thereto without first consulting with CadenceTSAI's General Counsel or his/her designee and (ii) TSAI shall not commence any legal action relating thereto against any former TSAI employee who is at the time an Insession employee without first consulting with Insession's General Counsel or his/her designee). If Talityeither Party, in seeking to enforce any TSAI Employee Agreement, notifies Cadence the other Party that it requires, or desires, Cadence such Party to join in such action, then Cadence the other Party shall do so. In addition, if Cadence either Party commences or becomes a party Party to any action to enforce a TSAI Employee Agreement of a former Cadence TSAI employee, Cadence the other Party shall, whether or not it becomes a party to the action, cooperate with Tality 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 Tality the Party bringing the action and Cadence and Tality the parties shall agree on a case by case basis on compensation, if any, of Cadence the other Party for the value of the time of Cadence such other Party's employees as reasonably required in connection with the action. (iv) Cadence TSAI and Tality Insession 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 4.66.14. In such circumstances, Cadence TSAI and Tality Insession agree to take action with respect to the employee agreements that best accomplishes the partiesParties' objectives as set forth in this Section 4.6 6.14 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 Catalytica retains all rights under the Catalytica Employee Agreements of all former Cadence Catalytica employees necessary to permit Cadence Catalytica to protect the rights and interests of CadenceCatalytica, but hereby transfers and assigns to Tality and its Subsidiaries CESI its rights under the Catalytica Employee Agreements of all former Cadence Catalytica employees to the extent required to permit Tality CESI to enjoin, restrain, recover damages from or obtain specific performance of the Catalytica Employee Agreements or obtain other remedies against any employee who breaches his/her Catalytica 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 Catalytica 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 CESI each 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, separately enforce the Catalytica Employee Agreements of former Cadence Catalytica employees to the extent necessary to reasonably protect the interests of any member of the Cadence Group; their respective interests, provided, however, that Tality (i) CESI shall not commence any legal action relating thereto without first consulting with CadenceCatalytica's General Counsel or his/her designee and (ii) Catalytica shall not commence any legal action relating thereto against any former Catalytica employee who is at the time an CESI employee without first consulting with CESI's General Counsel or his/her designee). If Talityeither party, in seeking to enforce any Catalytica Employee Agreement, notifies Cadence the other party that it requires, or desires, Cadence such party to join in such action, then Cadence the other party shall do so. In addition, if Cadence either party commences or becomes a party to any action to enforce a Catalytica Employee Agreement of a former Cadence Catalytica employee, Cadence the other party shall, whether or not it becomes a party to the action, cooperate with Tality 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 Tality the party bringing the action and Cadence and Tality the parties shall agree on a case by case basis on compensation, if any, of Cadence the other party for the value of the time of Cadence such other party's employees as reasonably required in connection with the action. (iviii) Cadence Catalytica and Tality 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 4.65.9. In such circumstances, Cadence Catalytica and Tality CESI agree to take action with respect to the employee agreements that best accomplishes the parties' objectives as set forth in this Section 4.6 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 Company and its Subsidiaries retain all rights under the Company Employee Agreements of relating to all former Cadence employees necessary to permit Cadence of the Company or its Subsidiaries that Company needs to protect the rights and interests of CadenceCompany, but hereby transfers and assigns to Tality Spinco and its applicable Subsidiaries that will employ such employees after the Separation Date its rights under the Company Employee Agreements of all former Cadence employees of the Company and its Subsidiaries to the extent required to permit Tality Spinco and its Subsidiaries to enjoinenjoin their employees, restrainrestrain their employees, recover damages from their employees or obtain specific performance of the Company Employee Agreements or obtain other remedies against any employee who breaches his/her Company Employee Agreement; provided, however, that if such partial transfer and assignment is not permissible under Applicable Law, Cadence shall be deemed to have the extent necessary to permit Spinco and its Subsidiaries to protect the rights and interests of the businesses being transferred to Spinco and assigned all such rightsits Subsidiaries on the Redemption Date. (ii) Each of Cadence Company and Tality agreesSpinco agree, at its their own respective cost and expense, to use their reasonable efforts to cooperate with the other as follows: : (A) Tality Spinco shall advise Cadence Company of: (1) any violation(s) of the Company Employee Agreement by former Cadence employeesCompany employees which benefit third parties, and (2) any violation(s) of the Tality Company Employee Agreement which affect CadenceCompany's rightsrights and which benefit third parties; and (B) Cadence Company shall advise Tality Spinco of any violations of the Company Employee Agreement by current or former Cadence Company employees which affect TalitySpinco's rights; provided, however, that the foregoing obligations shall only apply to violations which become known are brought to the attention of an attorney within the legal department of the party obligated to provide notice thereof. (iii) Tality Company and Spinco each 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, separately enforce the Company Employee Agreements of former Cadence Company employees to the extent necessary to reasonably protect the interests of any member of the Cadence Group; their respective interests, provided, however, that Tality (i) Spinco shall not commence any legal action litigation relating thereto without first consulting with CadenceCompany's General Counsel Director of Intellectual Property or his/her designee and (ii) Company shall not commence any litigation relating thereto against any former Company employee who is at the time a Spinco employee without first consulting with Spinco's Director of Intellectual Property 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 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 Tality and Cadence and Tality shall agree on a case by case basis on compensation, if any, of Cadence for the value of the time of Cadence employees as reasonably required in connection with party bringing the action. (iv) Cadence Company and Tality Spinco 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 4.64.5. In such circumstances, Cadence Company and Tality Spinco agree to take action with respect to the employee agreements that best accomplishes the parties' objectives as set forth in this Section 4.6 4.5 and that is consistent with applicable law.

Assignment, Cooperation for Compliance and Enforcement. To the extent permissible under Applicable Law, the following shall apply: (i1) Cadence REI retains all rights under the REI Employee Agreements of all former Cadence REI employees necessary to permit Cadence REI to protect the rights and interests of CadenceREI, but hereby transfers and assigns to Tality and its Subsidiaries Resources its rights under the REI Employee Agreements of all former Cadence REI employees to the extent required to permit Tality Resources to enjoin, restrain, recover damages from or obtain specific performance of the REI Employee Agreements or obtain other remedies against any employee who breaches his/his or her REI Employee Agreement; provided, however, that if such partial transfer and assignment is not permissible under Applicable Law, Cadence shall be deemed to have transferred the extent necessary to permit Resources to protect its rights and assigned all such rightsinterests. (ii2) Each of Cadence REI and Tality agreesResources agree, at its their own respective cost and expense, to use their reasonable efforts to cooperate with the other as follows: : (A) Tality Resources shall advise Cadence REI of: (1) any violation(s) of the REI Employee Agreement Agreements by Resources or former Cadence REI employees, and (2) any violation(s) of the Tality Resources Employee Agreement Agreements which affect CadenceREI's rights; and (B) Cadence REI shall advise Tality Resources of any violations violation(s) of the REI Employee Agreement Agreements by current or former Cadence REI employees which affect TalityResources's rights; provided, however, that the foregoing obligations shall only apply to violations violation(s) which become known to an attorney within the legal department of the party obligated to provide notice thereof. (iii3) Tality REI and Resources each 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, separately enforce the REI Employee Agreements of Resources and former Cadence REI employees to the extent necessary to reasonably protect the interests of any member of the Cadence Group; their respective interests, provided, however, that Tality (i) Resources shall not commence any legal action litigation relating thereto without first consulting with CadenceREI's General Counsel or his or her designee and (ii) REI shall not commence any litigation relating thereto against any former REI employee who is at the time an employee of the Resources Group without first consulting with Resources's General Counsel or his/his or her designee). If Talityeither party, in seeking to enforce any REI Employee Agreement, notifies Cadence the other party that it requires, or desires, Cadence the other party to join in such action, then Cadence the other party shall do so. In addition, if Cadence either party commences or becomes a party to any action to enforce a REI Employee Agreement of a an employee of the Resources Group or former Cadence REI employee, Cadence the other party shall, whether or not it becomes a party to the action, cooperate with Tality 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 Tality the party bringing the action and Cadence and Tality the parties shall agree on a case by case basis on compensation, if any, of Cadence the other party for the value of the time of Cadence such other party's employees as reasonably required in connection with the action. (iv1) Cadence Resources retains all rights under the Resources Employee Agreements of all former Resources employees necessary to permit Resources to protect the rights and Tality interests of Resources, but hereby transfers and assigns to REI its rights under the Resources Employee Agreements of all former Resources employees to the extent required to permit REI to enjoin, restrain, recover damages from or obtain specific performance of the Resources Employee Agreements or obtain other remedies against any employee who breaches his or her Resources Employee Agreement, and to the extent necessary to permit REI to protect its rights and interests. (2) REI and Resources agree, at their own respective cost and expense, to use their reasonable efforts to cooperate as follows: (A) REI shall advise Resources of: (1) any violation(s) of the Resources Employee Agreements by REI or former Resources employees, and (2) any violation(s) of the REI Employee Agreements which affect Resources's rights; and (B) Resources shall advise REI of any violations of the Resources Employee Agreements by current or former Resources employees which affect REI'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. (3) REI and Resources each may separately enforce the REI Employee Agreements of REI and former Resources employees to the extent necessary to reasonably protect their respective interests, provided, however, that (i) REI shall not commence any litigation relating thereto without first consulting with Resources's General Counsel or his or her designee and (ii) Resources shall not commence any litigation relating thereto against any former Resources employee who is at the time a REI Employee without first consulting with REI's General Counsel or his or her designee. If either party, in seeking to enforce any Resources Employee Agreement, notifies the other party that it requires, or desires, the other 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 Resources Employee Agreement of a REI Employee or former Resources 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. (C) REI and Resources 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 4.610.04. In such circumstances, Cadence REI and Tality Resources agree to take action with respect to the employee agreements that best accomplishes the parties' objectives as set forth in this Section 4.6 10.04 and that is consistent with applicable law.

Assignment, Cooperation for Compliance and Enforcement. To the extent permissible under Applicable Law, the following shall apply: (i1) Cadence STC retains all rights under the STC Employee Agreements of all former Cadence STC employees necessary to permit Cadence STC to protect the rights and interests of CadenceSTC, but hereby transfers and assigns to Tality and its Subsidiaries NPTest its rights under the STC Employee Agreements of all former Cadence STC employees to the extent required to permit Tality NPTest to enjoin, restrain, recover damages from or obtain specific performance of the STC Employee Agreements or obtain other remedies against any employee who breaches his/his or her STC Employee Agreement; provided, however, that if such partial transfer and assignment is not permissible under Applicable Law, Cadence shall be deemed to have transferred the extent necessary to permit NPTest to protect its rights and assigned all such rightsinterests. (ii2) Each of Cadence STC and Tality agreesNPTest agree, at its their own respective cost and expense, to use their reasonable efforts to cooperate with the other as follows: : (A) Tality NPTest shall advise Cadence STC of: (1) any violation(s) of the STC Employee Agreement Agreements by NPTest or former Cadence STC employees, and (2) any violation(s) of the Tality NPTest Employee Agreement Agreements which affect CadenceSTC's rights; and (B) Cadence STC shall advise Tality NPTest of any violations violation(s) of the STC Employee Agreement Agreements by current or former Cadence STC employees which affect TalityNPTest's rights; provided, however, that the foregoing obligations shall only apply to violations violation(s) which become known to an attorney within the legal department of the party obligated to provide notice thereof. (iii3) Tality STC and NPTest each 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, separately enforce the STC Employee Agreements of NPTest and former Cadence STC employees to the extent necessary to reasonably protect the interests of any member of the Cadence Group; their respective interests, provided, however, that Tality (i) NPTest shall not commence any legal action litigation relating thereto without first consulting with CadenceSTC's General Counsel or his or her designee and (ii) STC shall not commence any litigation relating thereto against any former STC employee who is at the time an employee of the NPTest Group without first consulting with NPTest's General Counsel or his/his or her designee). If Talityeither party, in seeking to enforce any STC Employee Agreement, notifies Cadence the other party that it requires, or desires, Cadence the other party to join in such action, then Cadence the other party shall do so. In addition, if Cadence either party commences or becomes a party to any action to enforce a STC Employee Agreement of a an employee of the NPTest Group or former Cadence STC employee, Cadence the other party shall, whether or not it becomes a party to the action, cooperate with Tality 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 Tality the party bringing the action and Cadence and Tality the parties shall agree on a case by case basis on compensation, if any, of Cadence the other party for the value of the time of Cadence such other party's employees as reasonably required in connection with the action. (iv1) Cadence NPTest retains all rights under the NPTest Employee Agreements of all former NPTest employees necessary to permit NPTest to protect the rights and Tality interests of NPTest, but hereby transfers and assigns to STC its rights under the NPTest Employee Agreements of all former NPTest employees to the extent required to permit STC to enjoin, restrain, recover damages from or obtain specific performance of the NPTest Employee Agreements or obtain other remedies against any employee who breaches his or her NPTest Employee Agreement, and to the extent necessary to permit STC to protect its rights and interests. (2) STC and NPTest agree, at their own respective cost and expense, to use their reasonable efforts to cooperate as follows: (A) STC shall advise NPTest of: (1) any violation(s) of the NPTest Employee Agreements by STC or former NPTest employees, and (2) any violation(s) of the STC Employee Agreements which affect NPTest's rights; and (B) NPTest shall advise STC of any violations of the NPTest Employee Agreements by current or former NPTest employees which affect STC'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. (3) STC and NPTest each may separately enforce the STC Employee Agreements of STC and former NPTest employees to the extent necessary to reasonably protect their respective interests, provided, however, that (i) STC shall not commence any litigation relating thereto without first consulting with NPTest's General Counsel or his or her designee and (ii) NPTest shall not commence any litigation relating thereto against any former NPTest employee who is at the time a STC Employee without first consulting with STC's General Counsel or his or her designee. If either party, in seeking to enforce any NPTest Employee Agreement, notifies the other party that it requires, or desires, the other 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 NPTest Employee Agreement of a STC Employee or former NPTest 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. (C) STC and NPTest 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 4.610.04. In such circumstances, Cadence STC and Tality NPTest agree to take action with respect to the employee agreements that best accomplishes the parties' objectives as set forth in this Section 4.6 10.04 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 HP retains all rights under the HP Employee Agreements of all former Cadence HP employees necessary to permit Cadence HP to protect the rights and interests of CadenceHP, but hereby transfers and assigns to Tality and its Subsidiaries Agilent its rights under the HP Employee Agreements of all former Cadence HP employees to the extent required to permit Tality Agilent to enjoin, restrain, recover damages from or obtain specific performance of the HP Employee Agreements or obtain other remedies against any employee who breaches his/her HP Employee Agreement; provided, however, that if such partial transfer and assignment is not permissible under Applicable Law, Cadence shall be deemed to have the extent necessary to permit Agilent to protect the rights and interests of the businesses being transferred and assigned all such rightsto Agilent on the Separation Date. (ii) Each of Cadence HP and Tality agreesAgilent agree, at its their own respective cost and expense, to use their reasonable efforts to cooperate with the other as follows: : (A) Tality Agilent shall advise Cadence HP of: (1) any violation(s) of the HP Employee Agreement by former Cadence HP employees, and (2) any violation(s) of the Tality Agilent Employee Agreement which affect CadenceHP's rights; and (B) Cadence HP shall advise Tality Agilent of any violations of the HP Employee Agreement by current or former Cadence HP employees which affect TalityAgilent's rights; providedPROVIDED, howeverHOWEVER, 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 HP and Agilent each 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, separately enforce the HP Employee Agreements of former Cadence HP employees to the extent necessary to reasonably protect the interests of any member of the Cadence Group; providedtheir respective interests, howeverPROVIDED, HOWEVER, that Tality (i) Agilent shall not commence any legal action litigation relating thereto without first consulting with CadenceHP's General Counsel Director of Intellectual Property or his/her designee and (ii) HP shall not commence any litigation relating thereto against any former HP employee who is at the time an Agilent employee without first consulting with Agilent's Director of Intellectual Property or his/her designee). If Talityeither party, in seeking to enforce any HP Employee Agreement, notifies Cadence the other party that it requires, or desires, Cadence the other party to join in such action, then Cadence the other party shall do so. In addition, if Cadence either party commences or becomes a party to any action to enforce a HP Employee Agreement of a former Cadence HP employee, Cadence the other party shall, whether or not it becomes a party to the action, cooperate with Tality 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 Tality the party bringing the action and Cadence and Tality the parties shall agree on a case by case basis on compensation, if any, of Cadence the other party for the value of the time of Cadence such other party's employees as reasonably required in connection with the action. (iv) Cadence HP and Tality Agilent 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 4.6SECTION 5.13. In such circumstances, Cadence HP and Tality Agilent agree to take action with respect to the employee agreements that best accomplishes the parties' objectives as set forth in this Section 4.6 SECTION 5.13 and that is consistent with applicable law.