Common use of Government and Third Party Approvals Clause in Contracts

Government and Third Party Approvals. If and to the extent that the valid, complete and perfected transfer, assignment or novation of any asset or liability pursuant to the Assignment Agreement would be a violation of Applicable Law or require any Third-Party Approval or Governmental Approval in connection with the Separation or the IPO, then, unless Cadence shall otherwise determine, the transfer or assignment to, or novation by, the Tality Group, as the case may be, of such assets or liabilities shall be automatically deemed deferred and any such purported transfer, assignment or novation shall be null and void until such time as all such Third-Party Approvals or Governmental Approvals have been obtained. Notwithstanding the foregoing, any asset allocated to the Partnership the transfer of which is so delayed shall still be considered an asset of the Partnership for purposes of determining whether any associated liability is a liability of the Partnership; provided, however, that if such Third-Party Approvals or Governmental Approvals have not been obtained within six months after the Separation Date, the parties shall use all commercially reasonable efforts to achieve an alternative solution in accordance with the parties' intentions. Tality shall (and it shall cause its Subsidiaries to) reimburse Cadence for all additional costs and expenses incurred by Cadence or any other member of the Cadence Group in connection with the performance of its obligations under this Section 4.7.

Government and Third Party Approvals. If and to the extent that the valid, complete and perfected transfer, assignment or novation of any asset or liability pursuant to the Assignment Agreement would be a violation of Applicable Law or require any Third-Party Approval or Governmental Approval in connection with the Separation or the IPO, then, unless Cadence shall otherwise determine, the transfer or assignment to, or novation by, the Tality Group, as the case may be, of such assets or liabilities shall be automatically deemed deferred and any such purported transfer, assignment or novation shall be null and void until such time as all such Third-Party Approvals or Governmental Approvals have been obtained. Notwithstanding the foregoing, any asset allocated to the Partnership Tality the transfer of which is so delayed shall still be considered an asset of the Partnership Tality for purposes of determining whether any associated liability is a liability of the PartnershipTality; provided, however, that if such Third-Party Approvals or Governmental Approvals have not been obtained within six months after the Separation Date, the parties shall use all commercially reasonable efforts to achieve an alternative solution in accordance with the parties' intentions. Tality shall (and it shall cause its Subsidiaries to) reimburse Cadence for all additional costs and expenses incurred by Cadence or any other member of the Cadence Group in connection with the performance of its obligations under this Section 4.7.