Entire Agreement; Amendments; Conflicts. 11.9.1 This Agreement, together with all Schedules and attachments hereto, and the other Transaction Documents, constitutes the entire agreement between the Parties hereto and shall supersede and take the place of any and all agreements, documents, minutes of meetings, or letters concerning the subject matter hereof that may, prior to the Effective Date, be in existence. This Agreement may only be amended by a statement in writing to that effect signed by duly authorized representatives of Organon and Merck. 11.9.2 The intent of this Agreement is to include items necessary for the proper execution and completion of the performance under this Agreement. The documents comprised by this Agreement are complementary, and what is required by any one shall be as binding as if required by all. 11.9.3 Except as set forth in Section 3.10 or as otherwise set forth in Section 11.9.4, in the event of any conflict or inconsistency between the terms of the Separation and Distribution Agreement (or any other agreements entered into between Merck Parent (or any of its Affiliates) and Organon (or any of its Affiliates) in connection with the Separation) and the terms of this Agreement, the terms of this Agreement shall govern with respect to the subject matter hereof. 11.9.4 A number of local country agreements have been or are being entered into prior to or on the Effective Date between the Parties and their respective Affiliates with respect to the provision of Services in anticipation of the Separation, including Interim Services Agreements, Interim Operating Agreements, Deferred Market Agreements, Schedule 4 of this Agreement and other local agreements with respect to Services (each, a “Local Services Agreement”). The integration of such Local Services Agreements and this Agreement are addressed in this Section 11.9.4: (i) This Agreement shall supersede each Interim Services Agreement with respect to the provision of Services performed pursuant to such Interim Services Agreement. To the extent there are any inconsistencies between this Agreement and any Interim Services Agreement relating to such Services, this Agreement shall control. (ii) To the extent that there are any inconsistencies between this Agreement and any Interim Operating Agreement, or to the extent that an Interim Operating Agreement expressly states that such Interim Operating Agreement controls, the Interim Operating Agreement shall control. In particular, the appointment of a Party or its Affiliate as agent of the other Party or its Affiliate pursuant to an Interim Operating Agreement shall not be superseded by Section 11.1 of this Agreement. (iii) To the extent that there are any inconsistencies between this Agreement and any Deferred Market Agreement, or such Deferred Market Agreement expressly states that such Deferred Market Agreement controls, the Deferred Market Agreement shall control. In particular, the appointment of a Party or its Affiliate as agent of the other Party or its Affiliate pursuant to a Deferred Market Agreement shall not be superseded by Section 11.1 of this Agreement. (iv) To the extent there are any inconsistencies between this Agreement and Schedule 4 of this Agreement as it relates specifically to data privacy issues addressed in Schedule 4, Schedule 4 shall control; provided however that the overall liability cap set forth in Section 9.4 of this Agreement continues to apply and shall control with respect to any activity under Schedule 4. (v) To the extent that there are any inconsistencies between this Agreement and any Local Services Agreement other than addressed in Sections 11.9.4(i) through (iv), this Agreement shall control unless such Local Services Agreement expressly states that such Local Services Agreement controls, in which case such Local Services Agreement shall control.
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Entire Agreement; Amendments; Conflicts. 11.9.1 12.9.1 This Agreement, together with all Schedules and attachments hereto, and the other Transaction Documents, constitutes the entire agreement between the Parties hereto and shall supersede and take the place of any and all agreements, documents, minutes of meetings, or letters concerning the subject matter hereof that may, prior to the Effective Date, be in existence. This Agreement may only be amended by a statement in writing to that effect signed by duly authorized representatives of Organon and Merck.
11.9.2 12.9.2 The intent of this Agreement is to include items necessary for the proper execution and completion of the performance under this Agreement. The documents comprised by this Agreement are complementary, and what is required by any one shall be as binding as if required by all.
11.9.3 12.9.3 Except as set forth in Section 3.10 or as otherwise set forth in Section 11.9.412.9.4, in the event of any conflict or inconsistency between the terms of the Separation and Distribution Agreement (or any other agreements entered into between Merck Parent (or any of its Affiliates) and Organon (or any of its Affiliates) in connection with the Separation) and the terms of this Agreement, the terms of this Agreement shall govern with respect to the subject matter hereof.
11.9.4 12.9.4 A number of local country agreements have been or are being entered into prior to or on the Effective Date between the Parties and their respective Affiliates with respect to the provision of Services in anticipation of the Separation, including Interim Services Agreements, Interim Operating Agreements, Deferred Market Agreements, Schedule 4 5 of this Agreement Agreement, and other local agreements with respect to Services (each, a “Local Services Agreement”). The integration of such Local Services Agreements and this Agreement are addressed in this Section 11.9.412.9.4:
(i) This Agreement shall supersede each Interim Services Agreement with respect to the provision of Services performed pursuant to such Interim Services Agreement. To the extent there are any inconsistencies between this Agreement and any Interim Services Agreement relating to such Services, this Agreement shall control.
(ii) To the extent that there are any inconsistencies between this Agreement and any Interim Operating Agreement, or to the extent that an Interim Operating Agreement expressly states that such Interim Operating Agreement controls, the Interim Operating Agreement shall control. In particular, the appointment of a Party or its Affiliate as agent of the other Party or its Affiliate pursuant to an Interim Operating Agreement shall not be superseded by Section 11.1 12.1 of this Agreement.
(iii) To the extent that there are any inconsistencies between this Agreement and any Deferred Market Agreement, or such Deferred Market Agreement expressly states that such Deferred Market Agreement controls, the Deferred Market Agreement shall control. In particular, the appointment of a Party or its Affiliate as agent of the other Party or its Affiliate pursuant to a Deferred Market Agreement shall not be superseded by Section 11.1 12.1 of this Agreement.
(iv) To the extent there are any inconsistencies between this Agreement and Schedule 4 5 of this Agreement as it relates specifically to data privacy issues addressed in Schedule 45, Schedule 4 5 shall control; provided however that the overall liability cap set forth in Section 9.4 of this Agreement continues to apply and shall control with respect to any activity under Schedule 45.
(v) To the extent that there are any inconsistencies between this Agreement and any Local Services Agreement other than addressed in Sections 11.9.4(i12.9.4(i) through (iv), this Agreement shall control unless such Local Services Agreement expressly states that such Local Services Agreement controls, in which case such Local Services Agreement shall control.
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Entire Agreement; Amendments; Conflicts. 11.9.1 12.9.1 This Agreement, together with all Schedules and attachments hereto, and the other Transaction Documents, constitutes the entire agreement between the Parties hereto and shall supersede and take the place of any and all agreements, documents, minutes of meetings, or letters concerning the subject matter hereof that may, prior to the Effective Date, be in existence. This Agreement may only be amended by a statement in writing to that effect signed by duly authorized representatives of Organon and Merck.
11.9.2 12.9.2 The intent of this Agreement is to include items necessary for the proper execution and completion of the performance under this Agreement. The documents comprised by this Agreement are complementary, and what is required by any one shall be as binding as if required by all.
11.9.3 Except as set forth in Section 3.10 or as otherwise set forth in Section 11.9.4, in 12.9.3 In the event of any conflict or inconsistency between the terms of the Separation and Distribution Agreement (or any other agreements entered into between Merck Parent (or any of its Affiliates) and Organon (or any of its Affiliates) in connection with the Separation) and the terms of this Agreement, the terms of this Agreement shall govern with respect to the subject matter hereof.
11.9.4 A number of 12.9.4 Except as set forth in Section 3.10 or as expressly set forth in any local country agreements have been or are being agreement entered into prior to or on the Effective Date between the Parties and or any of their respective Affiliates with respect to the provision of Services in anticipation of the Separation, including Interim Services Agreements, Interim Operating Agreements, Deferred Market Agreements, Schedule 4 of this Agreement and other local agreements with respect to Services Separation (each, a “Local Services Agreement”). The integration of such Local Services Agreements and , this Agreement are addressed in this Section 11.9.4:
(i) This Agreement shall supersede each Interim Local Services Agreement with respect to the provision of Services performed pursuant to such Interim Services AgreementServices. To the extent there are any inconsistencies between this Agreement and any Interim Local Services Agreement relating to such Services, this Agreement shall control.
(ii) To . Notwithstanding the extent that there are any inconsistencies between this Agreement and any Interim Operating Agreement, or to the extent that an Interim Operating Agreement expressly states that such Interim Operating Agreement controls, the Interim Operating Agreement shall control. In particularforegoing, the appointment of a Party or its Affiliate as agent of the other Party or its Affiliate pursuant to an Interim Operating Agreement shall not be superseded by Section 11.1 12.1 of this Agreement.
(iii) To the extent that there are any inconsistencies between this Agreement and any Deferred Market Agreementprovision of an Interim Operating Agreement relating to Returns, Discards or such Deferred Market Agreement expressly states that such Deferred Market Agreement controls, the Deferred Market Agreement shall control. In particular, the appointment of a Party or its Affiliate as agent of the other Party or its Affiliate pursuant to a Deferred Market Agreement Payment Claims shall not be superseded by Section 11.1 3.2.5 or 3.2.6 of this Agreement.
(iv) To the extent there are any inconsistencies between this Agreement and Schedule 4 of this Agreement as it relates specifically to data privacy issues addressed in Schedule 4, Schedule 4 shall control; provided however that the overall liability cap set forth in Section 9.4 of this Agreement continues to apply and shall control with respect to any activity under Schedule 4.
(v) To the extent that there are any inconsistencies between this Agreement and any Local Services Agreement other than addressed in Sections 11.9.4(i) through (iv), this Agreement shall control unless such Local Services Agreement expressly states that such Local Services Agreement controls, in which case such Local Services Agreement shall control.
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