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 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.