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.