Assignment by Astellas or Astellas Change of Ownership Sample Clauses

Assignment by Astellas or Astellas Change of Ownership. Notwithstanding Section 10.8, Astellas may not delegate to any of its Affiliates its obligation to pay Ironwood an amount or amounts due in accordance with Section 4.1, Section 4.2, and/or Section 4.3 of this Agreement, except as provided in this Section 4.6.1(a). Astellas may, on written notice to Ironwood, delegate any or all of the foregoing obligations to any of its Affiliates, whether or not created or organized in the United States or under the law of the United States or of any State within the United States; provided, however, that if, as a result of such delegation (or as a result of any change of ownership of Astellas), a deduction or withholding of Tax on any payment to Ironwood under Section 4.1, Section 4.2, and/or Section 4.3 is required by any applicable law (other than the law of the United States or any State within the United States) that would not have been required absent such delegation (or change of ownership of Astellas), then Astellas (including its successors, transferees, and assigns) will pay (or authorize payment) to Ironwood such additional amount as is necessary to ensure that the net amount actually received by Ironwood (free and clear of any Tax, including any Tax imposed on or with respect to the additional amount, whether assessed against Astellas or Ironwood) will equal the full
Sample 1
AutoNDA by SimpleDocs
Assignment by Astellas or Astellas Change of Ownership. Notwithstanding Section 10.8, Astellas may not delegate to any of its Affiliates its obligation to pay Ironwood an amount or amounts due in accordance with Section 4.1, Section 4.2, and/or Section 4.3 of this Agreement, except as provided in this Section 4.6.1(a). Astellas may, on written notice to Ironwood, delegate any or all of the foregoing obligations to any of its Affiliates, whether or not created or organized in the United States or under the law of the United States or of any State within the United States; provided, however, that if, as a result of such delegation (or as a result of any change of ownership of Astellas), a deduction or withholding of Tax on any payment to Ironwood under Section 4.1, Section 4.2, and/or Section 4.3 is required by any applicable law (other than the law of the United States or any State within the United States) that would not have been required absent such delegation (or change of ownership of Astellas), then Astellas (including its successors, transferees, and assigns) will pay (or authorize payment) to Ironwood such additional amount as is necessary to ensure that the net amount actually received by Ironwood (free and clear of any Tax, including any Tax imposed on or with respect to the additional amount, whether assessed against Astellas or Ironwood) will equal the full amount Ironwood would have received had no such deduction or withholding been required. For purposes of this Section 4.6.1(a), the term “Tax” will not include taxes imposed upon or measured by the net income of Ironwood, in each case imposed by the jurisdiction in which Ironwood’s principal place of business is located or by any jurisdiction in which Ironwood conducts business through an office, branch or permanent establishment. Ironwood will make Commercially Reasonable Efforts to assist Astellas in obtaining an exemption from, or refund of, any deduction or withholding of Tax on any payment to Ironwood under Section 4.1, Section 4.2, and/or Section 4.3 pursuant to the foregoing. In the event that Astellas (including its successors, transferees, and assigns) makes an additional payment to Ironwood under this paragraph and Astellas’s deduction or withholding of Tax results in a Tax Benefit Amount (as defined below) for any taxable year, Ironwood will so notify Astellas and, within 12 months of the close of the taxable year, promptly pay to Astellas the Tax Benefit Amount. “Tax Benefit Amount” means the amount, if any, that is equal to the excess ...
Sample 1
Assignment by Astellas or Astellas Change of Ownership. Notwithstanding Section 10.8, Astellas may not delegate to any of its Affiliates its obligation to pay Ironwood an amount or amounts due in accordance with Section 4.1, Section 4.2, and/or Section 4.3 of this Agreement, except as provided in this Section 4.6.1(a). Astellas may, on written notice to Ironwood, delegate any or all of the foregoing obligations to any of its Affiliates, whether or not created or organized in the United [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission.
Sample 1

Related to Assignment by Astellas or Astellas Change of Ownership

  • Assignment by Assignor Effective as of the Closing, Assignor hereby transfers and assigns to Assignee the Intangible Property and the Permits and Entitlements.

  • Assignment by the Executive This Agreement will inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, and legatees. If the Executive dies while any amount would still be payable to him hereunder had he continued to live, all such amounts, unless otherwise provided herein, will be paid in accordance with the terms of this Agreement to the Executive’s Beneficiary. If the Executive has not named a Beneficiary, then such amounts will be paid to the Executive’s devisee, legatee, or other designee, or if there is no such designee, to the Executive’s estate, and such designee, or the Executive’s estate will be treated as the Beneficiary hereunder.

  • Infringement by Third Party (a) Each party will promptly notify the other party of any infringement or possible infringement of any of the Patents or other Licensed Technology. Licensee shall have the right, but not the obligation, to prosecute such infringement at its own expense. In such event, UM shall cooperate with Licensee, at UM’s expense. Licensee shall not settle or compromise any such suit in a manner that imposes any obligations or restrictions on UM or grants any rights to the Licensed Technology which are inconsistent with the rights and obligations of Licensee or UM pursuant to this Agreement, without UM’s written consent.

  • Assignment by Owner 51 Section 12.11

  • Assignment by Buyer Buyer shall have the right to assign this Agreement to any third party or parties and no consent on the part of Seller shall be required for such assignment, provided however, that any such assignment shall not relieve Buyer of its liabilities and obligations hereunder.

  • Assignment by Company The Company may assign its rights under this Agreement to an affiliate, and an affiliate may assign its rights under this Agreement to another affiliate of the Company or to the Company; provided, however, that no assignment shall be made if the net worth of the assignee is less than the net worth of the Company at the time of assignment. In the case of any such assignment, the term "Company" when used in a section of this Agreement shall mean the corporation that actually employs the Employee.

  • Assignment by Seller The Seller shall have the right, upon notice to but without the consent of the Servicer, to assign, in whole or in part (but exclusive of the Servicer’s rights and obligations as owner of the servicing rights relating to the Mortgage Loans), its interest under this Agreement to the Depositor, which in turn shall assign such rights to the Trustee, and the Trustee then shall succeed to all rights of the Seller under this Agreement. All references to the Seller in this Agreement shall be deemed to include its assignee or designee and any subsequent assignee or designee, specifically including the Trustee.

  • Assignment by Members No Member shall sell, assign or transfer, or offer to sell, assign or transfer or otherwise Dispose of all or any part of such Member’s Units or other interests in the Company (whether voluntarily or involuntarily) without the prior written consent of the Majority Members.

  • Assignment by the Company The rights, interests or obligations of the Company hereunder may not be assigned, by operation of law or otherwise, in whole or in part, by the Company without the prior written consent of the Investor.

  • Assignment by Lessee Lessee may transfer or assign its rights and obligations under this Agreement without the consent of Operator but shall deliver to Operator written notice of such transfer or assignment not less than ten (10) days prior to the effective date thereof; provided, however, in the event of the assignment of this Agreement to a party that is not an Affiliate, Operator shall have the right to terminate this Agreement within 15 days after receipt of written notice of such assignment, which termination will be effective within 30 days of Lessee’s receipt of such termination notice. Any transfer or assignment of this Agreement by Lessee shall include an express assumption by the transferee or assignee of Lessee’s obligations hereunder. Nothing herein shall be deemed to require Lessee to assign or attempt to assign this Agreement to any third party, including any buyer of a Hotel.

Time is Money Join Law Insider Premium to draft better contracts faster.