Enforcement of Confidentiality Agreements. From and after the ----------------------------------------- Closing Date, Seller and Shareholders shall enforce, on behalf of Buyer, any confidentiality agreements which cannot be assigned to Buyer pursuant to this Agreement.
Enforcement of Confidentiality Agreements. For a period of two years following the Effective Time, Weyerhaeuser shall not, and shall not permit any Weyerhaeuser Subsidiary to, waive or amend any confidentiality agreement between Weyerhaeuser or any Weyerhaeuser Subsidiary, on the one hand, and any third Person (other than Parent and its Affiliates), on the other hand, to the extent such waiver or amendment adversely affects the confidentiality of information related to the Real Estate Business. At Parent’s written request, Weyerhaeuser shall, and shall cause each Weyerhaeuser Subsidiary to, use commercially reasonable efforts to enforce in accordance with its terms any confidentiality agreement between Weyerhaeuser or any Weyerhaeuser Subsidiary, on the one hand, and any third Person (other than Parent and its Affiliates), on the other hand, to the extent such agreement protects the confidentiality of information related to the Real Estate Business. Neither Weyerhaeuser nor any Weyerhaeuser Subsidiary shall be obligated to expend any money in connection with this Section 9.24 unless the necessary funds are advanced by Parent, other than reasonable out-of-pocket expenses, which shall be promptly reimbursed by Parent.
Enforcement of Confidentiality Agreements. Following the Closing, upon Purchaser’s written request specifying in reasonable detail a breach of a confidentiality agreement entered into in connection with the sale process of the Business, Seller shall use commercially reasonable efforts to enforce the provisions of such confidentiality agreement against the applicable counterparty thereto and provide Purchaser with a copy of such confidentiality agreement.
Enforcement of Confidentiality Agreements. Section 6.11 of the Disclosure Schedule, which shall be delivered at Closing, sets forth each confidentiality agreement or portion thereof running in favor of the Seller in respect of the Business and/or the Acquired Assets (unless such agreement may not be disclosed pursuant to its term). The Seller shall assign to the Buyer each confidentiality agreement or portion thereof running in favor of the Seller in respect of the Business and/or the Acquired Assets; PROVIDED, that at any time and from time to time after the Closing, to the extent that any such confidentiality agreement may not effectively be assigned to the Buyer, the Seller hereby covenants and agrees to enforce such non-assignable confidentiality agreement or portion thereof for the benefit of the Buyer, at the Buyer's request and sole expense.
Enforcement of Confidentiality Agreements. Weyerhaeuser shall not, and shall not permit any other member of the Weyerhaeuser Group to, waive or amend any confidentiality agreement between Weyerhaeuser or any other member of the Weyerhaeuser Group and any Person (other than any member of the Weyerhaeuser Group) to the extent such waiver or amendment adversely affects the confidentiality of information related to the Newco Business. At Spinco’s written request, Weyerhaeuser shall, and shall cause each other member of the Weyerhaeuser Group to, enforce in accordance with its terms any confidentiality agreement between Weyerhaeuser or any other member of the Weyerhaeuser Group and any Person (other than any member of the Weyerhaeuser Group) to the extent such agreement protects the confidentiality of information related to the Newco Business; provided, however, that no member of the Weyerhaeuser Group shall be obligated to expend any money in connection with this Section 6.04 unless the necessary funds are advanced by Spinco, other than reasonable out-of-pocket expenses, which shall be promptly reimbursed by Spinco.
Enforcement of Confidentiality Agreements. From and after the Closing, Seller shall not waive the benefits of, or agree to modify in any manner, any confidentiality, non-solicitation or similar agreement, or fail to enforce any such agreement for and on behalf of the Company and its Subsidiaries to the fullest extent practicable, including by seeking injunctive relief and specific performance, to the extent such confidentiality, non-solicitation or similar agreement relates to the Company and its Subsidiaries or their employees. Purchaser acknowledges and agrees that its sole remedy in respect of a breach by Seller of this Section 5.16 shall be to seek specific performance.
Enforcement of Confidentiality Agreements. 35 Breach of Representation in Section 2.11...................................35
Enforcement of Confidentiality Agreements. If either the Buyer, or the Seller, in its reasonable opinion, shall believe that a party who considered the purchase of the Operations or the Acquired Assets (a "Third-Party Bidder") has committed a breach of a confidentiality agreement between such Third-Party Bidder and the Seller that party shall promptly inform the other in writing, in which event, the Buyer may request that the Seller enforce the remedies available to it under such confidentiality agreement provided that the Buyer furnishes the Seller with all necessary information that the Buyer may have with respect to the alleged breach. In the event of such a request referred to in the previous sentence, the Seller shall review the information supplied by the Buyer and make such independent investigations as it may determine necessary or desirable and inform the Buyer, in confidence and within a reasonable amount of time after the request by the Buyer, whether or not, in the reasonable opinion of the Seller, there has been a breach by a Third-Party Bidder of a confidentiality agreement with the Seller. Thereafter, the Seller shall, in consultation with the Buyer, use its best efforts to enforce its available remedies against the Third-
Enforcement of Confidentiality Agreements. If Genzyme has a reasonable good faith belief that Bayer or any of its Affiliates may have a written confidentiality agreement with respect to the Bayer Business or a written non-competition agreement that would protect the Bayer Business, in each case other than a Transferred Contract (each, an “Unassigned Confidentiality Agreement”), and that a third party may have breached such agreement, then Genzyme may notify Bayer in writing, specifying the [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. basis of such reasonable good faith belief (with respect to both Bayer or its Affiliate’s confidentiality agreement and with respect to the third party’s breach). If Bayer does not believe that the basis provided by Genzyme is sufficient, it shall request additional information from Genzyme. If the parties do not agree on the sufficiency, Genzyme can seek dispute resolution. If Bayer accepts Genzyme’s basis as sufficient or if after dispute resolution it is determined that Genzyme’s basis is sufficient, Bayer will, and will cause its Affiliates (a) to use commercially reasonable efforts to determine if such an Unassigned Confidentiality Agreement exists; (b) to the extent Bayer is aware that such Unassigned Confidentiality Agreement exists and to the extent permitted by such Unassigned Confidentiality Agreement, Bayer will, and will cause its Affiliates to, confirm for Genzyme that the Unassigned Confidentiality Agreement specified by Genzyme contains such confidentiality and/or non-competition covenants; (c) provide Genzyme with a copy of the Unassigned Confidentiality Agreement (which may be redacted in good faith by Bayer with regard to non-Business-related information), and (d) use commercially reasonable efforts to provide Genzyme with assistance as reasonably requested by Genzyme in order to enjoin, restrain or obtain specific performance against, or for Genzyme to recover damages from, such counterparty or counterparties for any breach, suspected breach or anticipatory breach of such confidentiality or non-compete requirement. In lieu of providing assistance as reasonably requested by Genzyme as described in the preceding sentence, Bayer may instead elect to seek specific performance against or recover damages (which, if received, would be paid over to Genzyme net of Bayer’s reasonable out-of-pocket enforcement expenses) from su...
Enforcement of Confidentiality Agreements. Following the Closing Date, Seller will take reasonable measures to enforce for the benefit of Purchaser the Confidentiality Agreements, as well as Contracts that do not constitute Assumed Contracts and that have been fully performed other than surviving confidentiality obligations, at Purchaser’s request and Purchaser’s sole expense.
