Transfer In Violation of Laws. If and to the extent that the valid, complete and perfected transfer assignment or novation to the SNAP Group of any SNAP Assets and SNAP Liabilities (or from the SNAP Group of any Non-SNAP 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 Quantum shall otherwise determine, the transfer, assignment or novation to or from the SNAP Group, as the case may be, of such SNAP Assets or Non-SNAP 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 SNAP Asset for purposes of determining whether any Liability is a SNAP 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 1 contract
Sources: General Assignment and Assumption Agreement (Snap Appliances Inc)
Transfer In Violation of Laws. If and to the extent that the valid, complete and perfected transfer assignment or novation to the SNAP NPT Group of any SNAP NPT Assets and SNAP NPT Liabilities (or from the SNAP NPT Group of any Non-SNAP NPT Assets) would be a violation of applicable laws or require any Consent consent or Governmental Approval in connection with the Separation, the IPO or the DistributionSale, then, unless Quantum Schlumberger shall otherwise determine, the transfer, assignment or novation to or from the SNAP NPT Group, as the case may be, of such SNAP NPT Assets or Non-SNAP NPT 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 consents or Governmental Approvals have been obtained. Notwithstanding the foregoing, such Asset shall still be considered a SNAP NPT Asset for purposes of determining whether any Liability is a SNAP NPT Liability; provided, however, that if such covenants consents or Governmental Approvals have not been obtained within six months of the Distribution Separation Date, the parties will use their reasonable commercial efforts to achieve an alternative solution in accordance with the parties' intentions.
Appears in 1 contract
Sources: General Assignment and Assumption Agreement (Nptest Inc)