Common use of Certain Matters Governed Exclusively by Ancillary Agreements Clause in Contracts

Certain Matters Governed Exclusively by Ancillary Agreements. Each of Xxxxxx and Cable agrees on behalf of itself and the members of its Group that, except as explicitly provided in this Agreement or any Ancillary Agreement, (a) the TMA shall exclusively govern all matters relating to Taxes between such parties (except to the extent that tax matters relating to employee and employee benefits-related matters are addressed in the EMA), (b) the EMA shall exclusively govern the allocation of Assets and Liabilities related to employee and employee benefits-related matters, including the existing equity plans with respect to employees and former employees of members of both the Xxxxxx Group and the Cable Group (it being understood that any such Assets and Liabilities, as allocated pursuant to the EMA, shall constitute Cable Assets, Cable Liabilities, Xxxxxx Assets or Xxxxxx Liabilities, as applicable, hereunder and shall be subject to Article VI hereof) and (c) the TSA shall exclusively govern all matters relating to the provision of certain services identified therein to be provided by each Party to the other on a transitional basis following the Distribution.

Certain Matters Governed Exclusively by Ancillary Agreements. Each of Xxxxxx TWX and Cable Time agrees on behalf of itself and the members of its Group that, except as explicitly provided in this Agreement or any Ancillary Agreement, (ai) the TMA shall exclusively govern all matters relating to Taxes between such parties (except to the extent that tax matters relating to employee and employee benefits-related matters are addressed in the EMA)parties, (bii) the EMA shall exclusively govern the allocation of Assets and Liabilities related to employee and employee benefits-related mattersmatters (except for those matters involving the Payables Transactions which are governed by Schedule II hereto), including the existing equity plans with respect to employees and former employees of members of both the Xxxxxx TWX Group and the Cable Time Group (it being understood that any such Assets and Liabilities, as allocated pursuant to the EMA, shall constitute Cable Time Assets, Cable Time Liabilities, Xxxxxx TWX Assets or Xxxxxx TWX Liabilities, as applicable, hereunder and shall be subject to Article VI hereof) ), and (ciii) the TSA shall exclusively govern all matters relating to the provision of certain services identified therein to be provided by each Party to the other on a transitional basis following the Distribution.