Common use of Enforcement of Agreements Clause in Contracts

Enforcement of Agreements. MIL shall take all appropriate measures at MIL's expense to promptly and diligently to enforce the terms of any sublicense agreement or other agreement with any Subsidiary and shall restrain any such Subsidiary from violating such terms, including without limitation (i) monitoring the Subsidiaries' compliance with the relevant confidentiality obligations of this Agreement and causing any noncomplying Subsidiary promptly to remedy any failure, (ii) terminating such agreement and/or (iii) commencing legal action, in each case, using a standard of care consistent with MIL's practices as of the Separation Date. In the event that Mykrolis determines that MIL has failed promptly and diligently to enforce the terms of any such agreement using such standard of care, Mykrolis reserves the right to enforce such terms, and MIL shall reimburse Mykrolis for its fully allocated direct costs and expenses incurred in enforcing such agreement, plus all out-of-pocket costs and expenses, plus five percent (5%).

Appears in 3 contracts

Samples: Master Trade Secret and Know How Agreement (Mykrolis Corp), Master Trade Secret and Know How Agreement (Millipore Corp /Ma), Master Trade Secret and Know How Agreement (Mykrolis Corp)

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Enforcement of Agreements. MIL Mykrolis shall take all appropriate measures at MILMykrolis's expense to promptly and diligently to enforce the terms of any sublicense agreement or of other agreement with any Subsidiary and shall restrain any such Subsidiary from violating such terms, including without limitation (i) monitoring the Subsidiaries' compliance with the relevant confidentiality obligations of this Agreement and causing any noncomplying Subsidiary promptly to remedy any failure, (ii) terminating such agreement and/or (iii) commencing legal action, in each case, using a standard of care consistent with MIL's practices as of the Separation Date. In the event that Mykrolis MIL determines that MIL Mykrolis has failed promptly and diligently to enforce the terms of any such agreement using such standard of care, Mykrolis MIL reserves the right to enforce such terms, and MIL Mykrolis shall reimburse Mykrolis MIL for its fully allocated direct costs and expenses incurred in enforcing such agreement, plus all out-of-pocket costs and expenses, plus five percent (5%).

Appears in 2 contracts

Samples: Master Trade Secret and Know How Agreement (Millipore Corp /Ma), Master Trade Secret and Know How Agreement (Mykrolis Corp)

Enforcement of Agreements. MIL Mykrolis shall take all appropriate measures at MILMykrolis's expense to promptly and diligently to enforce the terms of any sublicense agreement or other agreement with any Subsidiary and shall restrain any such Subsidiary from violating such terms, including without limitation (i) monitoring the Subsidiaries' compliance with the relevant confidentiality obligations terms and conditions of this Agreement and causing any noncomplying Subsidiary promptly to remedy any failure, (ii) terminating such agreement and/or (iii) commencing legal action, in each case, using a standard of care consistent with MIL's practices as of the Separation Date. In the event that Mykrolis MIL determines that MIL Mykrolis has failed promptly and diligently to enforce the terms of any such agreement using such standard of care, Mykrolis MIL reserves the right to enforce such terms, and MIL Mykrolis shall reimburse Mykrolis MIL for its fully allocated direct costs and expenses incurred in enforcing such agreement, plus all out-of-of- pocket costs and expenses, plus five percent (5%).

Appears in 2 contracts

Samples: Master Patent License Agreement (Millipore Corp /Ma), Master Patent License Agreement (Mykrolis Corp)

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Enforcement of Agreements. MIL Mykrolis shall take all appropriate measures at MILMykrolis's expense to promptly and diligently to enforce the terms of any sublicense agreement or other agreement with any Subsidiary and shall restrain any such Subsidiary from violating such terms, including without limitation (i) monitoring the Subsidiaries' compliance with the relevant confidentiality obligations of this Agreement and causing any noncomplying Subsidiary promptly to remedy any failure, (ii) terminating such agreement and/or (iii) commencing legal action, in each case, using a standard of care consistent with MIL's practices as of the Separation Date. In the event that Mykrolis MIL determines that MIL Mykrolis has failed promptly and diligently to enforce the terms of any such agreement using such standard of care, Mykrolis MIL reserves the right to enforce such terms, and MIL Mykrolis shall reimburse Mykrolis MIL for its fully allocated direct costs and expenses incurred in enforcing such agreement, plus all out-of-pocket costs and expenses, plus five percent (5%).

Appears in 1 contract

Samples: Master Trade Secret and Know How Agreement (Mykrolis Corp)

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