Common use of Conflicts and Severability Clause in Contracts

Conflicts and Severability. With respect to the rights, duties, liabilities and obligations of the Escrow Agent, in the event of any conflict between the terms and provisions of this Escrow Agreement and those of the Merger Agreement or any other agreement or understanding, the terms and conditions of this Escrow Agreement shall control. With respect to the rights, duties and obligations of the Parent, UK Acquiror and Representative, in the event of any conflict between the terms and provisions of this Escrow Agreement and those of the Merger Agreement, the terms and conditions of this Escrow Agreement shall control. If any provision of this Escrow 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 Escrow Agreement shall be enforced as written; provided, however, that if such excluded provisions shall effect the rights, immunities, duties or obligations of the Escrow Agent, the Escrow Agent shall be entitled to resign immediately.