Common use of Transfers In Violation of Law or Required Consents Clause in Contracts

Transfers In Violation of Law or Required Consents. If and to the extent that the valid, complete and perfected Conveyance to Acquiror of any Acquired Asset or to the Seller Group of any Excluded Asset would be a violation of applicable Laws or require any Consent in connection with the transactions contemplated hereby that has not been obtained as of the Closing, then, notwithstanding any other provision hereof, such Conveyance will automatically be deferred and will not occur until all legal impediments are removed or such Consents have been obtained. Notwithstanding the foregoing, any such Asset will still be considered an Acquired Asset or Excluded Asset, as applicable, solely for the economic benefit, insofar as reasonably possible, of the Person entitled thereto (and at such Person’s sole expense) until the consummation of the Conveyance thereof but only to the extent permitted under applicable Law. The Parties will use their respective Commercially Reasonable Efforts to (a) continue to seek to remove any legal impediments and/or secure any contractual Consents required from third parties necessary to Convey such Asset and (b) develop and implement arrangements to place the Person entitled to receive such Asset, insofar as reasonably possible, in the same position as if such Asset had been Conveyed as contemplated hereby such that all the benefits and burdens relating to such Asset, including possession, use, risk of loss, potential for gain, any Tax Liabilities in respect thereof and dominion, control and command over such Asset, are to inure from and after the Closing to such Person. If and when the applicable legal or contractual impediments are removed or the applicable Consents are obtained, the Conveyance of the applicable Asset will be effected in accordance with the terms of this Agreement and/or such applicable Ancillary Agreement. The obligations set forth in this Section 1.06 will terminate on the one-year anniversary of the Closing. Nothing in this Section 1.06 will be deemed to constitute or require a waiver by any of the Parties of any of the closing conditions set forth in Article VI, including the receipt of the Governmental Approvals. Except as otherwise expressly provided in this Agreement, all costs associated with the Conveyance of any Assets or Employees will be borne by Seller (other than physical moves of assets with respect to Rochas Inventory or Acquired Assets at third party facilities).

Transfers In Violation of Law or Required Consents. If (a) Except as otherwise provided in Section 1.09, if and to the extent that the valid, complete and perfected consummation of the Galleria Transfer or Conveyance to Acquiror of any Acquired Asset or to the Seller Group of any Excluded Asset Assets would be a violation of applicable Laws or require any Consent in connection with the transactions contemplated hereby that has not been obtained as of the ClosingBusiness Transfer Time, then, notwithstanding any other provision hereof, such Conveyance of the applicable Galleria Asset or Excluded Asset will automatically be deferred and will not occur until all legal impediments are removed or such Consents have been obtained. Notwithstanding the foregoing, any such Asset will still be considered an Acquired a Galleria Asset or Excluded Asset, as applicable, solely and the Person retaining such Asset will thereafter hold such Asset in trust for the economic benefit, insofar as reasonably possible, of the Person entitled thereto (and at such Person’s sole expense) until the consummation of the Conveyance thereof but only to the extent permitted under applicable Lawthereof. The Parties will use their respective Commercially Reasonable Efforts to (ai) continue to seek to remove any legal impediments and/or or secure any contractual Consents required from third parties necessary to Convey such Asset and (bii) develop and implement arrangements to place the Person entitled to receive such Asset, insofar as reasonably possiblepossible and to the extent not prohibited by applicable Law or the relevant Contract, in the same position as if such Asset had been Conveyed as contemplated hereby such that all the benefits and burdens relating to such Asset, including possession, use, risk of loss, potential for gain, any Tax Liabilities in respect thereof and dominion, control and command over such Asset, are to inure from and after the Closing Business Transfer Time to such Person. If and when the applicable legal or contractual impediments are removed or the applicable Consents are obtained, the Conveyance of the applicable Asset will be effected in accordance with the terms of this Agreement and/or or such applicable Ancillary Agreement. The obligations set forth in this Section 1.06 1.08 will terminate on the onetwo-year anniversary of the Closing. Nothing in this Section 1.06 1.08(a) will be deemed to (A) constitute or require a waiver by any of the Parties of any of the closing conditions set forth in Article VIVII, including the receipt of the Governmental Approvals. Except as otherwise expressly provided in this AgreementApprovals or (B) apply to any Shared Business Contract, all costs associated with the Conveyance of any Assets or Employees will be borne it being understood that Shared Business Contracts are governed by Seller (other than physical moves of assets with respect to Rochas Inventory or Acquired Assets at third party facilitiesSection 1.08(b).

Transfers In Violation of Law or Required Consents. If and to the extent that the valid, complete and perfected Conveyance to any Acquiror Group member of any Acquired Asset or to the any Seller Group member of any Excluded Asset would be a violation of applicable Laws or require any Consent in connection with the transactions contemplated hereby that has not been obtained as of the Closing, then, notwithstanding any other provision hereof, such Conveyance will automatically be deferred and will not occur until all legal impediments are removed or such Consents have been obtained. Notwithstanding the foregoing, any such Asset will still be considered an Acquired Asset or Excluded Asset, as applicable, solely for the economic benefit, insofar as reasonably possible, of the Person entitled thereto (and at such Person’s sole expense) until the consummation of the Conveyance thereof but only to the extent permitted under applicable Law. The Parties will use their respective Commercially Reasonable Efforts to (a) continue to seek to remove any legal impediments and/or and to secure any contractual Consents required from third parties necessary to Convey such Asset and (b) develop and implement arrangements to place the Person entitled to receive such Asset, insofar as reasonably possible, in the same position as if such Asset had been Conveyed as contemplated hereby such that all the benefits and burdens relating to such Asset, including possession, use, risk of loss, potential for gaingain or other benefits, any Tax Liabilities in respect thereof and dominion, control and command over such Asset, are to inure from and after the Closing to such Person. If and when the applicable legal or contractual impediments are removed or the applicable Consents are obtained, the Conveyance of the applicable Asset will be effected in accordance with the terms of this Agreement and/or or such applicable Ancillary Agreement. The obligations set forth in this Section 1.06 will terminate on the onetwo-year anniversary of the Closing. Nothing in this Section 1.06 will be deemed to constitute or require a waiver by any of the Parties of any of the closing conditions set forth in Article VIV, including the receipt of the Governmental Approvals. Except as otherwise expressly provided in this Agreement, all costs associated with the Conveyance of any Assets or Employees will be borne by Seller (other than physical moves of assets with respect to Rochas Inventory or Acquired Assets at third party facilities).

Transfers In Violation of Law or Required Consents. If and to the extent that the valid, complete and perfected consummation of the SpinCo Transfer or Conveyance to Acquiror of any Acquired Asset or to the Seller Group of any Excluded Asset Assets would be a violation of applicable Laws or require any Consent in connection with the transactions contemplated hereby Transactions that has not been obtained as of the ClosingSpin-Off Effective Time, then, notwithstanding any other provision hereof, such Conveyance of the applicable SpinCo Asset or Excluded Asset will automatically be deferred and will not occur until all legal impediments are have been removed or such Consents have been obtained. Notwithstanding the foregoing, any such Asset will still be considered an Acquired a SpinCo Asset or Excluded Asset, as applicable, solely and the Person retaining such Asset will thereafter hold such Asset in trust for the economic benefit, insofar as reasonably possible, of the Person entitled thereto (and at such Person’s sole expense) until the consummation of the Conveyance thereof but only to the extent permitted under applicable Lawthereof. The Parties will use their respective Commercially Reasonable Efforts to (ai) continue to seek to remove any legal impediments and/or or secure any contractual Consents required from third parties necessary to Convey such Asset and (bii) develop and implement arrangements to place the Person entitled to receive such Asset, insofar as reasonably possiblepossible and to the extent not prohibited by applicable Law or the relevant Contract, in the same position as if such Asset had been Conveyed as contemplated hereby such that all the benefits and burdens relating to such Asset, including possession, use, risk of loss, potential for gain, any Tax Liabilities in respect thereof and dominion, control and command over such Asset, are to inure from and after the Closing Spin-Off Effective Time to such Person. If and when the applicable legal or contractual impediments are removed or the applicable Consents are obtained, the Conveyance of the applicable Asset will be effected in accordance with the terms of this Agreement and/or or such applicable Ancillary Transitional Agreement. The obligations set forth in this Section 1.06 1.10 will terminate on the onetwo-year anniversary of the Closing. Nothing in this Section 1.06 1.10 will be deemed to constitute or require a waiver by any of the Parties of any of the closing conditions set forth in Article VIVIII, including the receipt of the any Governmental Approvals. Except as otherwise expressly provided in this Agreement, all costs associated with the Conveyance of any Assets or Employees will be borne by Seller (other than physical moves of assets with respect to Rochas Inventory or Acquired Assets at third party facilities).