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.

Appears in 3 contracts

Samples: Separation and Distribution Agreement (Cable One, Inc.), Separation and Distribution Agreement (Graham Holdings Co), Separation and Distribution Agreement (Cable One, Inc.)

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Certain Matters Governed Exclusively by Ancillary Agreements. Each of Xxxxxx DTE Energy and Cable DT Midstream agrees on behalf of itself and the members of its Group that, except as explicitly provided in this Agreement or in 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 employees and employee benefits-related matters, including the existing equity plans compensation and benefits matters with respect to employees and former employees of members of both the Xxxxxx DTE Energy Group and the Cable DT Midstream Group (except to the extent that employee compensation and benefits-related reimbursements are addressed in the TSA) (it being understood that any such Assets and Liabilities, as allocated pursuant to the EMA, shall constitute Cable DT Midstream Assets, Cable DT Midstream Liabilities, Xxxxxx DTE Energy Assets or Xxxxxx DTE Energy 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.

Appears in 3 contracts

Samples: Separation and Distribution Agreement (Dte Energy Co), Separation and Distribution Agreement (DT Midstream, Inc.), Separation and Distribution Agreement (DT Midstream, Inc.)

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