“Law” means any supranational, international, national, federal, state, provincial, local or similar law (including common law), statute, code, order, ordinance, rule, regulation, treaty (including any Tax treaty), license, permit, authorization, approval, Consent, decree, injunction, binding judicial or administrative interpretation or other requirement, in each case enacted, promulgated, issued or entered by a Governmental Authority.
“Liabilities” means all debts, liabilities, obligations, responsibilities, response actions, losses, damages (whether compensatory, punitive, consequential, incidental, treble or other), fines, penalties and sanctions, absolute or contingent, matured or unmatured, liquidated or unliquidated, foreseen or unforeseen, joint, several or individual, asserted or unasserted, accrued or unaccrued, known or unknown, whenever arising, including those arising under or in connection with any Law or other pronouncements of Governmental Authorities having the effect of Law, Proceeding, threatened Proceeding, order or consent decree of any Governmental Authority or any award of any arbitration tribunal, and those arising under any contract, guarantee, commitment or undertaking, whether sought to be imposed by a Governmental Authority, private party, or Party, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute, or otherwise, and including any costs, expenses, interest, attorneys’ fees, disbursements and expenses of counsel, expert and consulting fees and costs related thereto or to the investigation or defense thereof.
“Local Closing” means, as applicable, (i) with respect to a Deferred Market, the later of the consummation of the separation of any Deferred Organon Local Business in a Deferred Market and the transfer of the shares of the relevant Deferred Market entity to Organon or any Organon Subsidiary and (ii) with respect to an IOM Market, the termination of the operation by Merck of those covered activities of the Organon Business in the relevant IOM Market pursuant to the relevant Interim Operating Agreement.
“Local Closing Date” means, for each Deferred Market or IOM Market, the date of the applicable Local Closing.
“Marketing Authorization” means all approvals from the relevant Governmental Authority necessary to market and sell a product in any country or group of countries.
“Merck” has the meaning set forth in the Preamble.
“Merck Accounts” has the meaning set forth in Section 2.10(b).
“Merck Assets” means all Assets of the Parties or their respective Subsidiaries as of the Effective Time, other than the Organon Assets. For the avoidance of doubt, the Merck Assets include those Assets described on Schedule 1.01(b).
“Merck Business” means all businesses, operations and activities (whether or not such businesses, operations or activities are or have been terminated, divested or discontinued) conducted at any time prior to the Effective Time by either Party or its Subsidiaries, other than the Organon Business.
“Merck Common Shares” has the meaning set forth in the Recitals.
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