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

Certain Matters Governed Exclusively by Ancillary Agreements. Each of Parent and SpinCo agrees on behalf of itself and its Group Members 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 (including the control of Tax related proceedings), (b) the EMA shall exclusively govern the allocation of Assets and Liabilities related to the employee and employee benefits-related matters described therein, including the existing equity plans with respect to employees and former employees of Group Members of both the Parent Group and the SpinCo Group (it being understood that any such Assets and Liabilities, as allocated pursuant to the EMA, shall constitute SpinCo Assets, SpinCo Liabilities, Parent Assets or Parent Liabilities, as applicable, hereunder and shall be subject to ARTICLE V hereof), (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, and (d) the TAA shall exclusively govern all matters relating to ownership of certain proprietary software identified therein. In the case of any conflict between this Agreement and the referenced agreements in relation to any matters addressed by the referenced agreements, the referenced agreements shall control.

Certain Matters Governed Exclusively by Ancillary Agreements. Each of Parent EPC and SpinCo EHP agrees on behalf of itself and its Group Members 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 (including the control of Tax related proceedings), (bii) the EMA shall exclusively govern the allocation of Assets and Liabilities related to the employee and employee benefits-related matters described therein, including the existing equity plans with respect to employees and former employees of Group Members of both the Parent EPC Group and the SpinCo EHP Group (it being understood that any such Assets and Liabilities, as allocated pursuant to the EMA, shall constitute SpinCo EHP Assets, SpinCo EHP Liabilities, Parent EPC Assets or Parent EPC Liabilities, as applicable, hereunder and shall be subject to ARTICLE V Article VI hereof), (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, and (div) the TAA TLAs shall exclusively govern all matters relating to ownership of certain proprietary software identified thereinthe licenses granted thereunder. In the case of any conflict between this Agreement and the referenced agreements in relation to any matters addressed by the referenced agreements, the referenced agreements shall control.