Merck Liabilities Clause Samples

Merck Liabilities. Except as expressly provided in this Agreement, the Separation and Distribution Agreement or any Transaction Document, Merck hereby retains (or assumes) and agrees to pay, perform, fulfill, and discharge all Liabilities to the extent relating to, arising out of, or resulting from: (i) the employment (or termination of employment) of each Merck Retained Employee by the Merck Group prior to, on, or after the Distribution Date (including all Liabilities with respect to any such Merck Retained Employee to the extent relating to, arising out of, or resulting from Employment Taxes, Employee Agreements or any Merck Benefit Plan); (ii) except as provided in Section 2.01(a)(ii) or (iv), the employment (or termination of employment) of each Former Employee and each Organon Employee unless and until such Organon Employee becomes a Transferred Employee (including all Liabilities to the extent relating to, arising out of, or resulting from Employment Taxes, Employee Agreements or any Merck Benefit Plan); (iii) the retention of any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, non-payroll worker or any other individual in any other similar relationship to the extent the services provided by any such individual were primarily related to the Merck Group or the Merck Business; provided that, for the avoidance of doubt, this Agreement is not intended to, and does not, address any Liabilities in respect of the services provided by consulting firms, investment advisory firms, valuation advisory firms, legal advisors or other third-party entities retained to provide advice with respect to or in connection with the Spin-Off; and (iv) Liabilities and responsibilities expressly retained or assumed by Merck pursuant to this Agreement.

Merck Liabilities. Section 6.17 Merck's Share of the Shared Liability Actions...............................................20 Section 6.18

Merck Liabilities. Merck Liabilities" means all Liabilities ------------------ of any member of the Merck Group under, allocated to or to be retained or assumed by Merck or any of the other members of the Merck Group pursuant to, the Realignment Transactions, the Separation Agreement, this Agreement or any other Ancillary Agreement (other than