Treatment of Delayed Organon Assets and Delayed Organon Liabilities Sample Clauses

Treatment of Delayed Organon Assets and Delayed Organon Liabilities. Subject to Section 2.03, from and after the Effective Time, and until such time as the applicable Delayed Organon Asset or Delayed Organon Liability has been transferred to Organon or the applicable Organon Subsidiary or designee, (i) the Delayed Organon Assets shall be held by Merck or, where applicable, by a Merck Subsidiary or designee, in trust on behalf of and for the benefit of Organon or, where applicable, an Organon Subsidiary or designee; (ii) Merck or, where applicable, a Merck Subsidiary or designee shall pay, perform and discharge fully when due and payable the Delayed Organon Liabilities on behalf of and for the benefit of Organon or, where applicable, an Organon Subsidiary or designee; and (iii) insofar as reasonably practicable and to the extent permitted by applicable Law, Merck or, where applicable, a Merck Subsidiary or designee shall take such other actions as may reasonably be requested by Organon so that all the benefits and burdens relating to such Delayed Organon Assets and Delayed Organon Liabilities, including expenses, use, risk of loss, profits and losses, potential for gain and control over such Delayed Organon Assets and Delayed Organon Liabilities, shall inure from and after the Effective Time to Organon or, where applicable, an Organon Subsidiary or designee. The Parties agree that (A) Merck or, where applicable, a Merck Subsidiary or designee shall remit to Organon or an Organon Subsidiary or designee the amounts due in connection with the performance of each Delayed Organon Asset or Delayed Organon Liability; and (B) Organon or, where applicable, an Organon Subsidiary or designee shall reimburse Merck or a Merck Subsidiary or designee for all payments made in connection with the performance or discharge, as applicable, of each Delayed Organon Asset or Delayed Organon Liability.
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Related to Treatment of Delayed Organon Assets and Delayed Organon Liabilities

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