Transfer In Violation of Laws. If and to the extent that the valid, complete and perfected transfer assignment or novation to the Palm Group of any Palm Assets and Palm Liabilities (or from the Palm Group of any Non-Palm Assets) would be a violation of applicable laws or require any Consent or Governmental Approval in connection with the Separation, the IPO or the Distribution, then, unless 3Com shall otherwise determine, the transfer, assignment or novation to or from the Palm Group, as the case may be, of such Palm Assets or Non-Palm Assets, respectively, shall be automatically deemed deferred and any such purported transfer, assignment or novation shall be null and void until such time as all legal impediments are removed and/or such Consents or Governmental Approvals have been obtained. Notwithstanding the foregoing, such Asset shall still be considered a Palm Asset for purposes of determining whether any Liability is a Palm Liability; provided, however, that if such covenants or Governmental Approvals have not been obtained within six months of the Distribution Date, the parties will use their reasonable commercial efforts to achieve an alternative solution in accordance with the parties' intentions.
Transfer In Violation of Laws. If and to the extent that the valid, complete and perfected transfer assignment or novation to the Semiconductor Group of any Semiconductor Assets and Semiconductor Liabilities (or from the Semiconductor Group of any Non-Semiconductor Assets) would be a violation of applicable laws or require any Consent or Governmental Approval in connection with the Separation or the Distribution, then, unless C-Cube shall otherwise determine, the transfer, assignment or novation to or from the Semiconductor Group, as the case may be, of such Semiconductor Assets or Non-Semiconductor Assets, respectively, shall be automatically deemed deferred and any such purported transfer, assignment or novation shall be null and void until such time as all legal impediments are removed and/or such Consents or Governmental Approvals have been obtained. Notwithstanding the foregoing, such Asset shall still be considered a Semiconductor Asset for purposes of determining whether any Liability is a Semiconductor Liability; provided, however, that if such covenants or Governmental Approvals have not been obtained within six months of the Distribution Date, the parties will use their reasonable commercial efforts to achieve an alternative solution in accordance with the parties' intentions.
Transfer In Violation of Laws. If and to the extent that the valid, complete and perfected transfer assignment or novation to the Roxio Group of any Roxio Assets would be a violation of applicable laws or require any Consent or Governmental Approval in connection with the Separation, the IPO or the Distribution, then, unless Adaptec shall otherwise determine, the transfer, assignment or novation to the Roxio Group, as the case may be, any of such Roxio Asset automatically shall be deemed deferred and any such purported transfer, assignment or novation shall be null and void until such time as all legal impediments are removed and/or such Consents or Governmental Approvals have been obtained. Notwithstanding the foregoing, any such Asset shall still be deemed a Roxio Asset for purposes of determining whether any Liability is a Roxio Liability; PROVIDED, HOWEVER, that if any such Consent or Governmental Approval has not been obtained within six months of the Distribution Date, the parties will use their reasonable commercial efforts to achieve an alternative solution in accordance with the parties' intentions. If any such Consent shall not be obtained, Adaptec shall cooperate with Roxio in any reasonable arrangement designed to provide for Roxio the benefits intended to be assigned to Roxio under the relevant contract, license or other instrument, including enforcement at the cost and for the account of Roxio of any and all rights of Adaptec against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise.
Transfer In Violation of Laws. If and to the extent that the valid, complete and perfected transfer assignment or novation to the Luminent Group of any Luminent Assets and Luminent Liabilities (or from the Luminent Group of any Non-Luminent Assets) would be a violation of applicable laws or require any Consent or Governmental Approval in connection with the Separation, the IPO or the Distribution, then, unless MRV shall otherwise determine, the transfer, assignment or novation to or from the Luminent Group, as the case may be, of such Luminent Assets or Non-Luminent Assets, respectively, shall be automatically deemed deferred and any such purported transfer, assignment or novation shall be null and void until such time as all legal impediments are removed and/or such Consents or Governmental Approvals have been obtained. Notwithstanding the foregoing, such Asset shall still be considered a Luminent Asset for purposes of determining whether any Liability is a Luminent Liability; provided, however, that if such covenants or Governmental Approvals have not been obtained within six months of the Distribution Date, the parties will use their reasonable commercial efforts to achieve an alternative solution in accordance with the parties' intentions.
Transfer In Violation of Laws. If and to the extent that the valid, ----------------------------- complete and perfected transfer assignment or novation to the MMI Group of any MMI Assets and MMI Liabilities (or from the MMI Group of any Non-MMI Assets) would be a violation of applicable laws or require any Consent or Governmental Approval in connection with the Separation, the IPO or the Distribution, then, unless Millipore shall otherwise determine, the transfer, assignment or novation to or from the MMI Group, as the case may be, of such MMI Assets or Non-MMI Assets, respectively, shall be automatically deemed deferred and any such purported transfer, assignment or novation shall be null and void until such time as all legal impediments are removed and/or such Consents or Governmental Approvals have been obtained. Notwithstanding the foregoing, such Asset shall still be considered a MMI Asset for purposes of determining whether any Liability is a MMI Liability; PROVIDED, HOWEVER, that if such covenants or Governmental Approvals -------- ------- have not been obtained within six months of the Distribution Date, the parties will use their reasonable commercial efforts to achieve an alternative solution in accordance with the parties' intentions at and as of the Separation Date.
Transfer In Violation of Laws. If and to the extent that the valid, complete and perfected transfer assignment or novation to the SSI Group of any Assets intended to be SSI Assets would be a violation of applicable laws or require any consent or Governmental Approval in connection with the Separation, then, unless LSI Logic shall otherwise determine, the transfer, assignment or novation to the SSI Group, as the case may be, of such Assets shall be automatically deemed deferred and any such purported transfer, assignment or novation shall be null and void until such time as all legal impediments are removed and/or such consents or Governmental Approvals have been obtained. Notwithstanding the foregoing, if such Assets (or the benefits thereof) are available for use in the SSI Business, then such Assets shall still be considered SSI Assets for purposes of determining whether any Liability is an SSI Liability. Further, for each SSI Contract for which such consent is not obtained initially, the parties shall address that SSI Contract pursuant to Section 1.8 hereof, and for other Assets, if such consents or Governmental Approvals shall have not been obtained within two years of the Separation Date, the parties shall use their reasonable commercial efforts to achieve an alternative solution in accordance with the parties’ intentions.
Transfer In Violation of Laws. If and to the extent that the valid, complete and perfected transfer assignment or novation to the NPT Group of any NPT Assets and NPT Liabilities (or from the NPT Group of any Non-NPT Assets) would be a violation of applicable laws or require any consent or Governmental Approval in connection with the Separation, the IPO or the Sale, then, unless Schlumberger shall otherwise determine, the transfer, assignment or novation to or from the NPT Group, as the case may be, of such NPT Assets or Non-NPT Assets, respectively, shall be automatically deemed deferred and any such purported transfer, assignment or novation shall be null and void until such time as all legal impediments are removed and/or such consents or Governmental Approvals have been obtained. Notwithstanding the foregoing, such Asset shall still be considered a NPT Asset for purposes of determining whether any Liability is a NPT Liability; provided, however, that if such consents or Governmental Approvals have not been obtained within six months of the Separation Date, the parties will use their reasonable commercial efforts to achieve an alternative solution in accordance with the parties' intentions.
Transfer In Violation of Laws. If and to the extent that the valid, complete and perfected transfer or assignment to the Coach Group of any Coach Assets or assumption or novation by the Coach Group of any Silver Liabilities would be a violation of applicable laws or require any Consent or Governmental Approval in connection with the Separation, the IPO or any Distribution, then, unless Xxxx Xxx shall otherwise determine, the transfer or assignment to the Coach Group of such Coach Assets or the assumption or novation by the Coach Group of such Coach Liabilities shall be automatically deemed deferred and any such purported transfer, assignment, assumption or novation shall be null and void until such time as all legal impediments are removed and/or such Consents or Governmental Approvals have been obtained. Notwithstanding the foregoing, any such Asset shall still be considered a Coach Asset and any such Liability shall still be considered a Coach Liability for purposes of determining whether any Liability is a Coach Liability; PROVIDED, HOWEVER, that if such Consents or Governmental Approvals have not been obtained within six months of the Separation Date, the parties will use their commercially reasonable efforts to achieve an alternative solution in accordance with the parties' intentions. If and when the Consents and/or Governmental Approvals, the absence of which caused the deferral of transfer of any Asset or any Liability pursuant to this Section 1.7(a), are obtained, the transfer of the applicable Asset or the assumption of the applicable Liability shall be effected in accordance with the terms of this Agreement and/or such other applicable Ancillary Agreement.
Transfer In Violation of Laws. If and to the extent that the valid, complete and perfected transfer, assignment or novation to Buyer of any Seller Assets and Seller Liabilities (or from the Buyer of any other Assets) would be a violation of applicable laws or require any Consent(s) or Governmental Approval in connection with the Separation, then, unless Seller shall otherwise determine, the transfer, assignment or novation to or from the Buyer, as the case may be, of such Seller Assets, Seller Liabilities or other Assets, respectively, shall be automatically deemed deferred and any such purported transfer, assignment or novation shall be null and void until such time as all legal impediments are removed and/or such Consents or Governmental Approvals have been obtained; provided, however, that if such covenants or Governmental Approvals have not been obtained within one year of the Separation Date, the parties hereto will use their reasonable commercial efforts to achieve an alternative solution in accordance with the parties' intentions hereunder.
Transfer In Violation of Laws. If and to the extent that the valid, complete and perfected transfer, assignment, conveyance or novation to the Axcelis Technologies Group of any Axcelis Technologies Assets (or from the Axcelis Technologies Group of any assets which are not Axcelis Technologies Assets) or the valid, complete and perfected assumption of any Axcelis Technologies Liabilities by the Axcelis Technologies Group would be a violation of applicable law or require any consent or Governmental Approval in connection with the Separation, the IPO, the Distribution or otherwise, then, unless Eaton shall otherwise determine, the transfer, assignment, conveyance or novation to or from the Axcelis Technologies Group, as the case may be, of such Axcelis Technologies Assets or assets which are not Axcelis Technologies Assets, or such assumption of Axcelis Technologies Liabilities by the Axcelis Technologies Group respectively, shall be automatically deferred and any such purported transfer, assignment, conveyance or novation or such assumption shall be null and void until such time as all legal impediments are removed and/or such consents or Governmental Approvals have been obtained. Notwithstanding the foregoing, such Asset shall still be considered an Axcelis Technologies Asset for purposes of determining whether any Liability is an Axcelis Technologies Liability; provided that if such consents or Governmental Approvals have not been obtained within twelve months after the Separation Date, the parties will use reasonable commercial efforts to achieve an alternative solution in accordance with the parties' intentions.
