Ancillary Agreements Govern. (i) The provisions of this Section 4.5 and the provisions of Section 4.6 do not apply to Taxes, which shall be governed by the Tax Matters Agreement. In the case of any conflict between this Agreement and the Tax Matters Agreement in relation to any matters addressed by the Tax Matters Agreement, the Tax Matters Agreement shall prevail. (ii) Notwithstanding the provisions of this Section 4.5 and the provisions of Section 4.6, to the extent the Registration Rights Agreement contains any indemnification obligation or contribution obligation relating to any Liabilities of an Indemnitee relating to, arising out of or resulting from information contained in any registration statement (other than the Form 10 (including any amendments or supplements thereto) and the Information Statement (as amended or supplemented), to which this Section 4.5(f)(ii) shall not apply), the indemnification obligations and contribution obligations contained herein shall not apply to such Liabilities and instead the indemnification obligations and/or contribution obligations set forth in the Registration Rights Agreement shall govern with regard to such Liabilities.
Appears in 4 contracts
Samples: Separation and Distribution Agreement, Separation and Distribution Agreement (Alcoa Corp), Separation and Distribution Agreement (Alcoa Upstream Corp)