Transfers In Violation of Law or Required Consents Clause Samples
The "Transfers In Violation of Law or Required Consents" clause prohibits the transfer of rights, interests, or assets if such a transfer would breach applicable laws or if necessary consents from third parties or authorities have not been obtained. In practice, this means that any attempted assignment, sale, or other transfer that does not comply with legal requirements or lacks required approvals is considered invalid or unenforceable under the agreement. This clause serves to protect all parties by ensuring that transfers are legally compliant and that any necessary permissions are secured, thereby preventing unintended legal consequences or disputes arising from unauthorized or unlawful transfers.
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).