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.
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Organon Subsidiary means any subsidiary of Organon Parent post-Separation (including Organon).
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Examples of Organon Subsidiary in a sentence

  • 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.

  • 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.

  • 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.

  • Merck 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 Merck 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 Merck or a Merck Subsidiary or Organon or an Organon 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.

  • To the extent that the rights and obligations of Merck or a Merck Subsidiary under any agreements, arrangements, commitments or understandings not terminated under this Section 2.09 constitute Organon Assets or Organon Liabilities, they shall be assigned or assumed by Organon or the applicable Organon Subsidiary or designee pursuant to this Agreement.

  • Organon shall 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 the Organon Business, 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 shall 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 the Merck Business, whether or not the Privileged Information is in the possession or under the control of Merck or a Merck Subsidiary or Organon or an Organon Subsidiary.

  • 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.

  • 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.

Related to Organon Subsidiary

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

  • Subsidiary means any subsidiary of the Company and shall, where applicable, also include any direct or indirect subsidiary of the Company formed or acquired after the date hereof.

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

  • Non-U.S. Subsidiary means a Subsidiary of the Borrower 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 and transactions related or incidental thereto.

  • 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 organized under the laws of the United States of America, any State thereof or the District of Columbia.

  • Material Subsidiary means any Subsidiary other than 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.

  • 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 Domestic Subsidiary that is a direct parent of one or more Foreign Subsidiaries and holds, directly or indirectly, no other assets other than Equity Interests of Foreign Subsidiaries and other de minimis assets related thereto.

  • 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) each Immaterial Subsidiary, (b) each Subsidiary that is not a Wholly-Owned Subsidiary on any date such Subsidiary would otherwise be required to become a Guarantor pursuant to the requirements of Section 8.10 (for so long as such Subsidiary remains a non-Wholly-Owned Subsidiary), (c) each Subsidiary (i) that is prohibited by any applicable Requirement of Law or Contractual Requirement (with respect to any such Contractual Requirement, only to the extent existing on the Closing Date or on the date such Person becomes a Subsidiary of the Company and not entered into in contemplation thereof) from guaranteeing the Obligations (and for so long as such restriction or any replacement or renewal thereof is in effect), (ii) that would require consent, approval, license or authorization to provide a Guarantee of the Obligations from a Governmental Authority (unless such consent, approval, license or authorization has been received) or for which the provision of such Guarantee would result in material adverse tax consequences to the Company or one or more of its Subsidiaries (as reasonably determined by the Company in consultation with the Administrative Agent) or (iii) that is a CFC (or a Subsidiary of a CFC) or FSHCO, (d) any other Subsidiary with respect to which, in the reasonable judgment of the Administrative Agent and the Borrower, as agreed in writing, the cost or other consequences of providing a Guarantee of the Obligations would be excessive in view of the benefits to be obtained by the Lenders therefrom, (e) each Unrestricted Subsidiary, (f) any Restricted Subsidiary acquired pursuant to a Permitted Acquisition or other Investment permitted hereunder and financed with secured Indebtedness permitted to be incurred pursuant to Section 9.04, and each Restricted Subsidiary acquired in such Permitted Acquisition or other Investment permitted hereunder that guarantees such secured Indebtedness, in each case, to the extent that, and for so long as, the documentation relating to such secured Indebtedness to which such Subsidiary is a party prohibits such Subsidiary from guaranteeing the Obligations and such prohibition was not created in contemplation of such Permitted Acquisition or other Investment permitted hereunder and (g) any special purpose entity (including any not-for-profit entity).

  • 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 corporation (other than the Company) in an unbroken chain of corporations, including and beginning with the Company, if each of such corporations, other than the last corporation in the unbroken chain, owns, directly or indirectly, more than fifty percent (50%) of the voting stock in one of the other corporations in such chain.

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