Merck Liabilities definition

Merck Liabilities means (i) the Liabilities relating to, arising out of or resulting from actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to the Effective Time (whether or not such Liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the Effective Time) of the Merck Business, Merck or the Merck Subsidiaries and, prior to the Effective Time, the Organon Business, Organon or the Organon Subsidiaries, in each case that are not Organon Liabilities, Liabilities indemnifiable by Organon pursuant to Section 4.02 or Tax-related Liabilities that shall be governed under the Tax Matters Agreement; and (ii) each of the ongoing Proceedings and obligations set forth on Schedule 1.01(c) (the “Merck Proceedings”) and the portion of each Shared Existing Proceeding allocable to Merck and the Merck Subsidiaries.

Examples of Merck Liabilities in a sentence

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.

Notwithstanding the foregoing, any Delayed Merck Assets or Delayed Merck Liabilities shall continue to constitute Merck Assets or Merck Liabilities, respectively, for all other purposes of this Agreement and the Transaction Documents, regardless of when such Delayed Merck Assets or Delayed Merck Liabilities are assumed by Merck or a Merck Subsidiary or designee.

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.

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 Parties agree that they have or may in the future have common legal interests in the Merck Liabilities and any corresponding legal rights, in the Organon Liabilities and any corresponding legal rights, in the Privileged Information and in the preservation of the protected status of the Privileged Information.