Examples of Organon Business in a sentence
The Parties acknowledge that the payment of a quarterly adjustment for any calendar quarter is expected to align with the timing of actual cash collections by Merck and its Affiliates from customers of the Organon Business during such calendar quarter.
Where the timing of actual cash collections by Merck and its Affiliates from customers of the Organon Business is different from the timing of cash transfers from Merck and its Affiliates to Organon and its Affiliates under the terms of any agreement set forth on Schedule 2.13, either Party may request an earlier payment or delay of a payment due under such agreement.
Except as may otherwise be agreed by the Parties, the Parties shall not seek to assign any account receivable or account payable relating to both the Merck Business and the Organon Business and all Assets and Liabilities associated with such accounts receivable and accounts payable shall be retained by Merck.
The amount of Taxes attributable to the Organon Business for any Tax Period shall not be less than zero.
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.
TIPS & TRICKS: Employee Group and Subgroup Changes on a PositionINFORMATION When a position has been revised by OM to change theemployee group and subgroup, that change does not feed to PA until a new PA Action is created.
For all Pre-Distribution Tax Periods, (i) Merck shall be responsible for any and all Non-Income Taxes that are attributable to the Merck Business, and (ii) Organon shall be responsible for any and all Non-Income Taxes that are attributable to the Organon Business.
The Parties shall utilize the procedures set forth in Article VIII to resolve any disputes as to whether any information relates solely to the Merck Business, solely to the Organon Business, or to both the Merck Business and the Organon Business.
To the extent that the Parties’ respective share of costs and liability with respect to any such Proceeding is not set forth on Schedule 5.04, the Parties shall negotiate in good-faith to allocate responsibility for such costs and liability based on the extent to which such Proceeding relates, on the one hand, to Organon, the Organon Business, an Organon Asset and an Organon Liability, and, on the other hand, Merck, the Merck Business, a Merck Asset and a Merck Liability.
Section 2.6 Determination of Tax Attributable to Merck Business and Organon Business.(a) For purposes of this Article II, the amount of Taxes attributable to either the Merck Business or Organon Business for any Tax Period shall be determined by Merck, in Mercks sole discretion, in a manner consistent with the past return filing practices (if any) of the Merck Group with respect to the relevant Tax Return (including any past accounting methods, elections and conventions).(b) Limitation.