Common use of Mutual Drafting; Precedence Clause in Contracts

Mutual Drafting; Precedence. (a) This Agreement and the Ancillary Agreements and Local Transfer Agreements shall be deemed to be the joint work product of the Parties and any rule of construction that a document shall be interpreted or construed against a drafter of such document shall not be applicable. (b) In the event of any conflict or inconsistency between, on the one hand, the terms of this Agreement and, on the other hand, the terms of any Ancillary Agreement (other than the Transfer Documents) (each, a “Specified Ancillary Agreement”), the terms of the applicable Specified Ancillary Agreement shall control with respect to the subject matter addressed by such Specified Ancillary Agreement to the extent of such conflict or inconsistency. In the event of any conflict or inconsistency between this Agreement and a Local Transfer Agreement with respect to the allocation of any Asset or Liability specifically identified in such Local Transfer Agreement (other than any Asset or Liability that is also specifically identified in this Agreement, in which case the allocation set forth in this Agreement shall prevail), the allocation set forth in such Local Transfer Agreement for such Asset or Liability shall prevail. Other than as set forth in the immediately prior sentence, in the event of any conflict or inconsistency between the terms of this Agreement and the terms of the Transfer Documents (including the Local Transfer Agreements), the terms of this Agreement shall control to the extent of such conflict or inconsistency.

Mutual Drafting; Precedence. (a) This Agreement and the Ancillary Agreements and Local Transfer Agreements shall be deemed to be the joint work product of the Parties and any rule of construction that a document shall be interpreted or construed against a drafter of such document shall not be applicable. (b) In the event of any conflict or inconsistency between, on the one hand, the terms of this Agreement and, on the other hand, the terms of any the Ancillary Agreement Agreements (other than the Transfer Documents) (each, a “Specified Ancillary Agreement”), the terms of the applicable Specified Ancillary Agreement shall control with respect to the subject matter addressed by such Specified Ancillary Agreement to the extent of such conflict or inconsistency. In the event of any conflict or inconsistency between this Agreement and a Local Transfer Agreement with respect to the allocation of any Asset or Liability specifically identified in such Local Transfer Agreement (other than any Asset or Liability that is also specifically identified in this Agreement, in which case the allocation set forth in this Agreement shall prevail), the allocation set forth in such Local Transfer Agreement for such Asset or Liability shall prevail. Other than as set forth in the immediately prior sentence, in the event of any conflict or inconsistency between the terms of this Agreement and the terms of the Transfer Documents (including the Local Transfer Agreements), the terms of this Agreement shall control to the extent of such conflict or inconsistency. In the event of any conflict or inconsistency between the terms of this Agreement or any Specified Ancillary Agreement, on the one hand, and any Transfer Document, on the other hand, including with respect to the allocation of Assets and Liabilities as among the Parties or the members of their respective Groups, this Agreement or such Specified Ancillary Agreement shall control.