Enforcement of Certain Agreements. The Company agrees that it will diligently enforce all of its rights under the Stockholders Agreement and the Employee Proprietary Information, Developments and Non-Competition Agreements and will not waive or release any rights under, or make any amendment or modification to, any such agreements.
Enforcement of Certain Agreements. Each Party shall use commercially reasonable efforts at its expense to enforce the provisions of any confidentiality agreements and agreements with respect to noncompetition existing as of the Original Effective Date and the Amended and Restated Effective Date with any of its present or former employees, agents, consultants or independent contractors of Discovery that relate to any Licensed Product; provided, however, that the obligation with respect to any agreement related to this Section 18.6 shall terminate as of the date on which such agreement and the obligations regarding noncompetition have terminated or expired in accordance with its terms.
Enforcement of Certain Agreements. Sellers agree that, at any time and from time to time on and after the First Closing, if and to the extent requested by Buyer, each of them will cooperate with Buyer, at Buyer’s expense, in enforcing the terms of any agreements between any Seller and any other Person relating to the Assets (whether a Transferred Agreement or otherwise), including terms relating to confidentiality and the assignment of Intellectual Property Rights. Without limiting the foregoing, in the event that Buyer is unable to enforce its Intellectual Property Rights (including a contractual confidentiality or power of attorney provision) against a third party with respect to any of the Assets as a result of any rule of law barring enforcement of such rights by a transferee of such rights or by virtue of Buyer not being a transferee of any Seller’s rights under any such agreements, each Seller shall reasonably cooperate with Buyer in connection with the same including by, to the extent Buyer may elect from time to time, (i) assigning to Buyer such rights as may be required by Buyer to enforce such Intellectual Property Rights in Buyer’s own name, and (ii) initiating and pursuing proceedings against such third party in such Seller’s name, provided that Buyer reimburses Sellers for all reasonable costs and expenses associated with such proceedings.
Enforcement of Certain Agreements. Notwithstanding any other provision in this Agreement to the contrary, including, without limitation, Article VII, if DDR, in its capacity as Managing Partner of the Partnership, fails or refuses to enforce the terms of the Management and Leasing Agreement, the Contribution and Sale Agreement, the Master Lease or any other agreement entered into with DDR or any DDR Affiliate pursuant to Section 3.6 or any other rights the Partnership or a Subsidiary may have against DDR or any DDR Affiliate for and on behalf of the Partnership, then TRT may implement, enforce or take any termination or other enforcement action of the Partnership or any Subsidiary that arises pursuant to the Management and Leasing Agreement, the Contribution and Sale Agreement, the Master Lease or any other such agreement, upon written notice to DDR.
Enforcement of Certain Agreements. The Company agrees that it will diligently enforce all of its rights under the Stockholders Agreement, the Inventions Agreements and the Non-Compete Agreements, the Non-Solicitation Agreements and will not waive or release any rights under, or make any amendment or modification to, any such agreements without the approval of a majority of the Board of Directors, including the Preferred Stock Representative.
Enforcement of Certain Agreements. The Members hereby agree that (a) at all times while the Series A Members are entitled to appoint a majority of the Representatives, the Series B Member shall be entitled, at its sole election and upon written notice to the Company, to direct the actions of the Company and to otherwise enforce on behalf of the Company, any rights and potential claims involving the Company under all agreements between the Company, on the one hand, and either Series A Member (or any of their Affiliates), on the other hand, including, but not limited to, (i) the Asset Contribution and Membership Interest Subscription Agreement dated as of October 28, 2009 by and among GMI, WVA and the Company (the “Contribution Agreement”), (ii) the Management Services Agreement, (iii) the Output and Supply Agreement, (iv) the Alloy Intellectual Property Cross-License Agreement by and between GMI and the Company, dated as of the date hereof and (v) the Electrode Supply Agreement, whether such claim is made by or against the Company and (b) at all times while the Series B Member is entitled to appoint a majority of the Representatives, the Series A Members shall be entitled, at their sole election and upon written notice to the Company, to direct the actions of the Company and to otherwise enforce on behalf of the Company, any rights and potential claims involving the Company under any agreement between the Company, on the one hand, and the Series B Member (or any of its Affiliates), on the other hand, including, but not limited to, the Output and Supply Agreement, whether such claim is made by or against the Company.
Enforcement of Certain Agreements. 17 12.8 Employee Confidentiality, Non-Competition and Invention Assignment Agreements.......17 12.9
Enforcement of Certain Agreements. The Holding Company hereby authorizes and empowers the Investor to enforce all of the Holding Company’s rights under the Stockholders Agreement, the Sxxx Non-Competition and Confidentiality Agreements, the Arpco Stock Purchase Agreement (including the decision to make the Section 338(h)(10) Election (as defined therein)) and irrevocably appoints the Investor as its true and lawful agent and attorney-in-fact (with full power of substitution) to effectuate the foregoing. The Holding Company agrees that it will not waive or release any rights under, or make any amendment or modification to, any such agreements without the written approval of the Investor.
Enforcement of Certain Agreements. At any time following the Closing, to the extent the Purchaser becomes aware of a material breach by any party, other than the Seller Parties (“Original Sellers”), of any of the agreements listed on Schedule 4.5, Purchaser shall be entitled, upon reasonable written notice to the appropriate Seller Party, to cause such Seller Parties to enforce any rights and remedies available to such Seller Party with respect to such breach. The Purchaser and Sellers Parties agree to share the costs related to such enforcement, including reasonable attorneys fees, on a basis which is in proportion to the damages Purchaser and Sellers Parties reasonably expect to suffer as a result of a material breach by the Original Sellers.
Enforcement of Certain Agreements. At Neose's request, Cytel shall use commercially reasonable efforts at Neose's expense to enforce the provisions of any Confidentiality Agreements and agreements with respect to noncompetition existing as of the Closing Date with any present or former employees, agents, consultants or independent contractors of Cytel that relate to the Carbohydrate Manufacturing Program (except solely with respect to the Excluded Assets); provided, however, that the obligation of Cytel to enforce any such Confidentiality Agreement or agreement with respect to noncompetition described in this Section 6.11 shall terminate as of the date on which such agreement has terminated or expired in accordance with its terms.
