Common use of Conflicts and Severability Clause in Contracts

Conflicts and Severability. (a) As between the Escrow Agent on one hand and the Parties party to the Tender and Support Agreement and the Depositary Agreement on the other, in the event of any conflict between the terms and provisions of this Agreement and those of the Tender and Support Agreement or the terms and provisions of this Agreement and those of the Depositary Agreement, the terms and conditions of this Agreement shall control. (b) If any provision of this Agreement is determined to be prohibited or unenforceable by reason of any applicable law of a jurisdiction, then such provision shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions thereof, and any such prohibition or unenforceability in such jurisdiction shall not invalidate or render unenforceable such provisions in any other jurisdiction. Where, however, the conflicting provisions of any such applicable law may be waived, they are hereby irrevocably waived by the Parties hereto to the fullest extent permitted by law, to the end that this Agreement shall be enforced as written and the commercial purpose of this Agreement shall be preserved. Notwithstanding the foregoing, if such excluded provisions shall affect the rights, immunities, duties or obligations of the Escrow Agent, subject to providing at least 10 days’ prior written notice to Sembcorp and Biwater, the Escrow Agent shall be entitled to resign.