Organon Liabilities definition
Examples of Organon Liabilities in a sentence
Organon or the applicable Organon Subsidiary or designee shall reimburse Merck or a Merck Subsidiary or designee for all payments made in connection with the performance and discharge of any Organon Liabilities.
If the Parties cannot agree on an allocation of any such Liabilities for Proceedings (or such matters or types of matters have not been allocated or addressed either in the definition of Organon Liabilities, in Schedule 1.01(m) or Schedule 5.04, or otherwise as set forth in this Agreement or any Transaction Document), they shall resolve the matter pursuant to the procedures set forth in Article VIII.
Notwithstanding the foregoing, any Delayed Organon Assets or Delayed Organon Liabilities shall continue to constitute Organon Assets or Organon Liabilities, respectively, for all other purposes of this Agreement and the Transaction Documents, regardless of when such Delayed Organon Assets or Delayed Organon Liabilities are assumed by Organon or an Organon Subsidiary or designee.
The Parties acknowledge and agree that the Separation is intended to result in Organon owning the Organon Assets and assuming the Organon Liabilities as set forth below in this Article II and in the applicable Transaction Documents.
Organon shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates solely to any Organon Liabilities resulting from any Proceedings that are now pending or may be asserted in the future, whether or not the Privileged Information is in the possession or under the control of Organon or an Organon Subsidiary or Merck or a Merck Subsidiary.
Notwithstanding the foregoing, any Deferred Organon Local Business shall continue to constitute Organon Assets or Organon Liabilities, as applicable, for all other purposes of this Agreement.
The assumption by Organon and the applicable Organon Subsidiaries of the Organon Liabilities is in partial consideration for the Organon Assets being transferred to them in connection with the Separation.
The Parties acknowledge that Liabilities for Proceedings (regardless of the parties to the applicable Proceeding) may be partly Merck Liabilities and partly Organon Liabilities.
The PMA fee shall be a Tenant Improvement Allowance Item payable by Landlord from the Tenant Improvement Allowance.
Organon and the applicable Organon Subsidiaries shall accept, assume and agree faithfully to perform, discharge and fulfill all of the Organon Liabilities in accordance with their respective terms, without regard for the manner in which or circumstances under which such Organon Liabilities arose or against whom they are asserted.