Local Separation Agreement definition
Examples of Local Separation Agreement in a sentence
The Tax treatment of any step in or portion of the Reorganization shall be reported on each applicable Tax Return consistently with the treatment thereof in any Ruling Request, Tax Opinion, Ruling, and Local Separation Agreement, taking into account the jurisdiction in which such Tax Returns are filed, unless there is no Reasonable Basis for such Tax treatment.
In the event and to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of any Local Separation Agreement, the Local Separation Agreement shall control with respect only to any working capital adjustment provisions in any Local Separation Agreement, and this Agreement shall control with respect to all other matters.
To the extent that either Party (or a member of its Group) does bring a claim in breach of this Clause 4.3 (Local Separation Agreement Claims), such Party shall indemnify the other Party (and each member of its Group) against all Liabilities which the other Party (or the relevant member of its Group) may suffer through or arising from the bringing of such a claim.
The provisions of this Agreement shall apply in respect of all jurisdictions wherever situated; provided, however, that to the extent a Local Separation Agreement or an appendix attached hereto addresses employment, compensation and employee benefit matters, the terms of such Local Separation Agreement or such appendix shall govern in respect of matters relating to employees employed in the applicable jurisdiction.
This Agreement, the Local Separation Agreement and exhibits, schedules and appendices hereto and thereto and the specific agreements contemplated herein or thereby, contain the entire agreement between the Parties with respect to the subject matter hereof and supersedes all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter.