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.
Appears in 3 contracts
Samples: Assignment and Assumption Agreement, General Assignment and Assumption Agreement (Palm Inc), General Assignment and Assumption Agreement (Palm Inc)
Transfer In Violation of Laws. If and to the extent that the valid, complete and perfected transfer assignment or novation to the Palm PalmSource Group of any Palm PalmSource Assets and Palm PalmSource Liabilities (or from the Palm PalmSource Group of any Non-Palm PalmSource 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 Palm shall otherwise determine, the transfer, assignment or novation to or from the Palm PalmSource Group, as the case may be, of such Palm PalmSource Assets or Non-Palm PalmSource 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 PalmSource Asset for purposes of determining whether any Liability is a Palm PalmSource Liability; provided, however, that if such covenants or Governmental Approvals have not been obtained within six months one year of the Distribution Separation Date, the parties will use their reasonable commercial efforts to achieve an alternative solution in accordance with the parties' β intentions.
Appears in 1 contract
Samples: General Assignment and Assumption Agreement (Palm Inc)
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; providedPROVIDED, howeverHOWEVER, 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.
Appears in 1 contract
Samples: General Assignment and Assumption Agreement (3com Corp)