Common use of Transfer In Violation of Laws or Contracts Clause in Contracts

Transfer In Violation of Laws or Contracts. If and to the extent that the valid, complete and perfected transfer or assignment to Buyer of any of the Purchased Assets would be a violation of applicable laws or require any third-party approval or Governmental Approval, then, unless the parties shall otherwise determine, the transfer or assignment to or from the Buyer, as the case may be, of such Transferred Assets shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all legal impediments are removed and/or such third-party approval or Governmental Approvals have been obtained. Notwithstanding the foregoing, such asset shall still be considered a Transferred Asset for purposes of determining whether any liability is a Transferred Liability; provided, however, that if such third-party approvals or Governmental Approvals have not been obtained within six months after the date hereof, the parties shall use their reasonable commercial efforts to achieve an alternative solution in accordance with the parties' intentions.

Transfer In Violation of Laws or Contracts. If and to the extent that the valid, complete and perfected transfer or assignment to Buyer of any of the Purchased Assets would be a violation of applicable laws or require any third-party approval or Governmental Approval, then, unless the parties shall otherwise determine, the transfer or assignment to or from the Buyer, as the case may be, of such Transferred Assets shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all legal impediments are removed and/or such third-party approval or Governmental Approvals have been obtained. Notwithstanding the foregoing, such asset shall still be considered a Transferred Asset for purposes of determining whether any liability is a Transferred Liability; providedPROVIDED, howeverHOWEVER, that if such third-party approvals or Governmental Approvals have not been obtained within six months after the date hereof, the parties shall use their reasonable commercial efforts to achieve an alternative solution in accordance with the parties' intentions.