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 MMI Group of any MMI Assets and MMI Liabilities (or from the MMI Group of any Non-MMI 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 Millipore shall otherwise determine, the transfer, assignment or novation to or from the MMI Group, as the case may be, of such MMI Assets or Non-MMI 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 MMI Asset for purposes of determining whether any Liability is a MMI 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 at and as of the Separation Date.