Common use of Transfer In Violation of Laws Clause in Contracts

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 Semiconductor Agilent Group of any Semiconductor Agilent Assets and Semiconductor Agilent Liabilities (or from the Semiconductor Agilent Group of any Non-Semiconductor Agilent Assets) would be a violation of applicable laws or require any Consent or Governmental Approval in connection with the Separation Separation, the IPO or the Distribution, then, unless C-Cube HP shall otherwise determine, the transfer, assignment or novation to or from the Semiconductor Agilent Group, as the case may be, of such Semiconductor Agilent Assets or Non-Semiconductor Agilent 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 an Agilent Asset for purposes of determining whether any Liability is a Semiconductor an Agilent 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 an Semiconductor Asset for purposes of determining whether any Liability is a an 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.