Organon Subsidiary definition

Organon Subsidiary means any Business Entity that is a Subsidiary of Organon at or after the Effective Time (other than Merck or a Merck Subsidiary), including the Transferred Entities.
Organon Subsidiary means any subsidiary of Organon Parent post-Separation (including Organon).

Examples of Organon Subsidiary in a sentence

  • The PMA fee shall be a Tenant Improvement Allowance Item payable by Landlord from the Tenant Improvement Allowance.

  • 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.

  • Merck shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by a Merck Subsidiary (including the employees thereof) and Organon shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by an Organon Subsidiary (including the employees thereof).

  • Merck and Organon shall cause Organon and any Business Entity that shall be an Organon Subsidiary after the Effective Time to contribute, assign, transfer, convey and deliver to Merck or a Business Entity designated by Merck that shall be a Merck Subsidiary after the Effective Time all of Organon’s and such Organon Subsidiary’s respective direct or indirect rights, title and interest in and to all Merck Assets held by Organon or an Organon Subsidiary.

  • Organon or, where applicable, an Organon Subsidiary or designee shall use its commercially reasonable efforts (at Merck’s cost and expense) to obtain any required Consent for the transfer of any Delayed Merck Asset or Delayed Merck Liability.

  • In the event that conditions in Venezuela change, allowing for the resumption of commercial activities in Venezuela, Organon shall have the right to request that Merck or the applicable Merck Subsidiary use commercially reasonable efforts to apply for appropriate licenses to permit the transfer of any assets in Venezuela to Organon or the applicable Organon Subsidiary or designee, at Organon’s cost and expense.

  • Except with respect to the express and specific allocation of Assets and Liabilities as described therein, the Parties agree (including on behalf of their Subsidiaries) that the Conveyance and Assumption Instruments are not intended and shall not be construed in any way to enhance, modify or decrease any of the rights or obligations of Merck, any Merck Subsidiary, Organon or any Organon Subsidiary from those contained in this Agreement and the other 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.

  • Merck or the applicable Merck Subsidiary or designee shall reimburse Organon or an Organon Subsidiary or designee for all payments made in connection with the performance and discharge of any Merck Liabilities.

  • In the same way our saboteurs have to agree on which opponents to attack and our repairers must agree on which of our agents to repair.

Related to Organon Subsidiary

  • Acquisition Subsidiary shall have the meaning ascribed to it in the preamble hereto.

  • JV Subsidiary any Subsidiary of a Group Member which is not a Wholly Owned Subsidiary and as to which the business and management thereof is jointly controlled by the holders of the Capital Stock therein pursuant to customary joint venture arrangements.

  • Securitization Subsidiary means any Subsidiary in each case formed for the purpose of and that solely engages in one or more Qualified Securitization Financings and other activities reasonably related thereto.

  • Subsidiary means an entity in which more than 50 percent of the entity is owned—

  • IDI Subsidiary means any Issuer Subsidiary that is an insured depository institution.

  • UK Subsidiary means a Subsidiary organized under the laws of England and Wales.

  • ORE Subsidiary means any Subsidiary of the Assuming Bank that engages solely in holding, servicing, managing or liquidating interests of a type described in clause (A) of the definition of “Other Real Estate,” which interests have arisen from the collection or settlement of a Shared-Loss Loan.

  • Non-U.S. Subsidiary means any Subsidiary that is not a U.S. Subsidiary.

  • SPE Subsidiary means any Subsidiary formed solely for the purpose of, and that engages only in, one or more Securitization Transactions.

  • Canadian Subsidiary means any Subsidiary that is organized under the laws of Canada or any province or territory thereof.

  • Inactive Subsidiary means any Subsidiary of the Borrower that (a) does not conduct any business operations, (b) has assets with a total book value not in excess of $10,000 and (c) does not have any Indebtedness outstanding.

  • U.S. Subsidiary means any Subsidiary that is incorporated or organized under the laws of the United States or a state thereof or the District of Columbia.

  • Material Subsidiary means any Subsidiary that is not an Immaterial Subsidiary.

  • Material Domestic Subsidiary means any Domestic Subsidiary that is a Material Subsidiary.

  • Intermediate Parent means any Subsidiary of Holdings and of which the Borrower is a subsidiary.

  • Pledged Subsidiary means each Subsidiary in respect of which the Administrative Agent has been granted a security interest in or a pledge of (a) any of the Capital Securities of such Subsidiary or (b) any intercompany notes of such Subsidiary owing to the Borrower or another Subsidiary.

  • Parent Subsidiary means any Subsidiary of Parent.

  • Australian Subsidiary means any Subsidiary that is organized under the laws of Australia or any province or territory thereof.

  • Foreign Subsidiary Holding Company means any Subsidiary the primary assets of which consist of Capital Stock in (i) one or more Foreign Subsidiaries or (ii) one or more Foreign Subsidiary Holding Companies.

  • Domestic Subsidiary means any Subsidiary that is organized under the Laws of the United States, any state thereof or the District of Columbia.

  • Excluded Subsidiary means (a) any Subsidiary that is not a wholly-owned direct or indirect Domestic Subsidiary of Holdings, (b) any Subsidiary that is prohibited or restricted by applicable Law or by Contractual Obligations permitted by this Agreement in existence at the time of acquisition of such Subsidiary but not entered into in contemplation thereof, from guaranteeing the Obligations or if guaranteeing the Obligations would require governmental (including regulatory) consent, approval, license or authorization, unless such consent, approval, license or authorization has been received, or for which the provision of a Guarantee would result in material adverse tax consequences to the Borrower or one of its subsidiaries as reasonably determined by the Borrower and agreed in writing by the Administrative Agent, (c) any other Subsidiary with respect to which, in the reasonable judgment of the Borrower and the Administrative Agent, the burden or cost of providing a Guarantee shall be excessive in view of the benefits to be obtained by the Lenders therefrom, (d) any not-for-profit Subsidiaries or captive insurance Subsidiaries, (e) any Unrestricted Subsidiaries, (f) any Securitization Subsidiary, (g) any direct or indirect Domestic Subsidiary of a direct or indirect Foreign Subsidiary of Holdings that is a CFC, (h) any direct or indirect Domestic Subsidiary of Holdings that is a FSHCO, (i) [reserved], (j) captive insurance Subsidiaries, (k) any Subsidiary that is not a Material Subsidiary and (l) any Restricted Subsidiary acquired pursuant to a Permitted Acquisition or other Investment that has assumed secured Indebtedness permitted under Section 7.03(g)(i) and not incurred in contemplation of such Permitted Acquisition or other Investment, in each case to the extent such secured Indebtedness prohibits such Subsidiary from becoming a Guarantor (so long as such prohibition is not incurred in contemplation of such Permitted Acquisition or other Investment). For the avoidance of doubt, the Borrower shall not constitute an Excluded Subsidiary.

  • Significant Domestic Subsidiary means any Domestic Subsidiary that is a Significant Subsidiary.

  • Wholly-Owned Foreign Subsidiary means, as to any Person, any Wholly-Owned Subsidiary of such Person which is a Foreign Subsidiary.

  • Wholly Owned Restricted Subsidiary is any Wholly Owned Subsidiary that is a Restricted Subsidiary.

  • Subsidiary(ies) means any other corporation, association, joint stock company, business trust, limited liability company, partnership or any other business entity of which more than fifty percent (50%) of the outstanding voting stock, share capital, membership, partnership or other interests, as the case may be, is owned either directly or indirectly by any Person or one or more of its Subsidiaries, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by any Person and/or its Subsidiaries. Unless otherwise specified to the contrary herein or the context otherwise requires, Subsidiary(ies) shall refer to the Subsidiary(ies) of the Borrower.

  • Principal Subsidiary means at any relevant time a Subsidiary of the Issuer: