SEPARATION AGREEMENT PREVAILS Clause Samples

SEPARATION AGREEMENT PREVAILS. 25.1 The parties agree that, in the event of any discrepancy or inconsistency, the terms of this Separation Agreement shall prevail over the terms of any Local Implementation Agreement or Transitional Services Agreement or any document entered into pursuant to any of them. In furtherance of the foregoing: (a) so far as permissible under applicable laws or regulations, the Seller shall (and shall procure that each Seller’s Group member shall), and the Purchaser shall (and shall procure that each Purchaser’s Group member shall), procure that the provisions of the relevant Local Implementation Agreement are amended to the extent necessary to (a) remove any such discrepancy or inconsistency or (b) give effect to the terms of this Agreement; and (b) to the extent such amendment is not permissible under applicable laws or regulations, the Seller shall indemnify the Purchaser against any Losses suffered by the Purchaser’s Group, and the Purchaser shall indemnify the Seller against any Losses suffered by the Seller’s Group, in each case through or arising from such discrepancy or inconsistency. 25.2 The Seller shall not, and shall procure that no RemainCo Group member shall, bring any claim against the Purchaser or any member of the Purchaser’s Group, or the Company or any member of the DivestCo Group, in respect of or based upon the Local Implementation Agreements (or any document entered into pursuant to a Local Implementation Agreement), save to the extent necessary to implement any transfer of the relevant shares, Business, Assets or Liabilities in accordance with this Agreement. 25.3 The Purchaser shall not, and shall procure that no Purchaser’s Group member shall, bring any claim against the Seller or any member of the Seller’s Group in respect of or based upon the Local Implementation Agreements (or any document entered into pursuant to a Local Implementation Agreement), save to the extent necessary to implement any transfer of the relevant shares, Business, Assets or Liabilities in accordance with this Agreement. 25.4 The parties agree that the express terms of this Separation Agreement shall prevail over the terms of the Separation Materials (as at the Original Agreement Date) to the extent of any inconsistency or discrepancy. 25.5 The parties agree that, in the event of any discrepancy or inconsistency, the terms of this Separation Agreement shall prevail over the terms of any document or side letter relating to accounting treatment entered into pursuant...