Common use of Responsibility for Representatives Clause in Contracts

Responsibility for Representatives. You agree that you shall, at your sole expense, undertake all reasonable measures (i) to restrain your Representatives from prohibited or unauthorized disclosure or use of any Proprietary Information or Transaction Information and (ii) to safeguard and protect the confidentiality of the Proprietary Information and the Transaction Information disclosed to you or any of your Representatives and to prevent the use of any Proprietary Information or Transaction Information in any way that would violate any antitrust or other applicable law or this Agreement. You will notify the Company promptly in writing of any breach of this Agreement by you or, to your knowledge, your Representatives. You will be responsible for any breach of this Agreement by you and any deemed breach of this Agreement by any of your Representatives (which shall include any failure by your Representatives to comply with directives that you are required to give to your Representatives hereunder). You are aware, and will advise your Representatives to whom any Proprietary Information or Transaction Information is disclosed, of the restrictions imposed by applicable securities laws on the purchase or sale of securities by any person who has received material, non-public information about the issuer of such securities and on the communication of such information to any other person when it is reasonably foreseeable that such other person is likely to purchase or sell such securities in reliance upon such information.

Responsibility for Representatives. You agree that you shall, at your sole expense, undertake all reasonable measures (and in any event take at least the same degree of care that you would use in respect of your own information of a similar nature) (i) to restrain your Representatives from prohibited or unauthorized disclosure or use of any Proprietary Confidential Information or Transaction Information and (ii) to safeguard and protect the confidentiality of the Proprietary Confidential Information and the Transaction Information disclosed to you or any of your Representatives and to prevent the use of any Proprietary Confidential Information or Transaction Information in any way that would violate any antitrust or other applicable law or this Agreement. You will notify the Company promptly in writing of any breach of this Agreement by you or, to your knowledge, your Representativesagreement. You will be responsible for any breach of this Agreement agreement by you and or any deemed breach of this Agreement agreement by any of your Representatives (which shall include and by any other person to whom you disclose any Confidential Information or Transaction Information, assuming such Representatives or other persons were parties hereto, and you will also be responsible for any failure by of any of your Representatives to comply with directives that you are follow your directions required to give be given pursuant to your Representatives hereunder)this agreement. You are aware, and will advise your Representatives to whom any Proprietary Confidential Information or Transaction Information is disclosed, of the restrictions imposed by applicable the United States securities laws on the purchase or sale of securities by any person who has received material, non-public information about the issuer of such securities and on the communication of such information to any other person when it is reasonably foreseeable that such other person is likely to purchase or sell such securities in reliance upon such information.

Responsibility for Representatives. You agree that you shall, at your sole expense, shall undertake all commercially reasonable measures necessary or appropriate, including, without limitation, court proceedings, (i) to restrain your Representatives from prohibited or unauthorized disclosure or use of any Proprietary Information or Transaction Information and (ii) to safeguard and protect the confidentiality of the Proprietary Information and the Transaction Information disclosed to you or any of your Representatives and to prevent the use of any Proprietary Information or Transaction Information in any way that would violate this Agreement or any antitrust or other applicable law or this Agreementlaw. You will agree to notify the Company promptly promptly, in writing writing, of any breach misuse, misappropriation or unauthorized disclosure of this Agreement by you or, any Proprietary Information which may come to your knowledge, your Representativesattention. You agree that you will be responsible for any breach of this Agreement by you and any deemed breach of this Agreement by or any of your Representatives (which shall include any failure by your Representatives to comply with directives that you are required to give to your Representatives hereunder)Representatives. You are aware, and will advise your Representatives to whom any Proprietary Information or Transaction Information is disclosed, of the restrictions imposed by applicable the United States securities laws on the purchase or sale of securities by any person who has received material, non-public information about the issuer of such securities and on the communication of such information to any other person when it is reasonably foreseeable that such other person is likely to purchase or sell such securities in reliance upon such information. Each party hereto agrees that it and its affiliates will refrain from trading in the securities of the other party hereto until such trading is permitted under the United States securities laws and any other applicable law while in possession of any such material non-public information.