Settlement of Accounts between Merck and Organon Sample Clauses

Settlement of Accounts between Merck and Organon. (a) Except as otherwise set forth on Schedule 2.10, Merck and Organon shall cause all intercompany debt and notes (i) as to which there are no Third Parties; and (ii) that are between Merck or a Merck Subsidiary, on the one hand, and Organon or an Organon Subsidiary, on the other hand, that exist as of immediately prior to the Effective Time (or, in the case of any Deferred Organon Local Business, as of immediately prior to the Local Closing Date), as of immediately prior to the Effective Time (or, as applicable, such Local Closing Date), to be settled, capitalized or cancelled so that such intercompany debt and notes are no longer between Merck or a Merck Subsidiary, on the one hand, and Organon or an Organon Subsidiary, on the other hand, in each case in the manner determined prior to the Effective Time (or, as applicable, such Local Closing Date) by duly authorized representatives of Merck and Organon. Intercompany trade and other payables and receivables that exist as of immediately prior to the Effective Time (or, in the case of any Deferred Organon Local Business, as of immediately prior to the Local Closing Date) will be settled (x) as may be determined by Merck prior to the Effective Time and (y) with respect to any such intercompany trade and other payables and receivables that survive the Effective Time, as may be mutually agreed by Merck and Organon. (b) Merck and Organon each agrees to take, or cause their respective Subsidiaries to take, prior to the Effective Time (or, in the case of any Deferred Organon Local Business, as of prior to the Local Closing Date), all actions necessary to amend all Organon Contracts governing each bank and brokerage account owned by Organon or an Organon Subsidiary (collectively, the “Organon Accounts”), so that such Organon Accounts, if currently linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “linked”) to any bank or brokerage account owned by Merck or a Merck Subsidiary (collectively, the “Merck Accounts”) are de-linked from the Merck Accounts effective at or prior to the Effective Time (or, as applicable, at or prior to the Local Closing Date). (c) With respect to any outstanding checks issued by Merck, Organon, or any of their respective Subsidiaries prior to the Effective Time (or, in the case of any Transferred Entity transferred as part of a Deferred Organon Local Business, prior to the Local Closing Date), such outstanding che...