Common use of Assignment by Ironwood or Ironwood Change Clause in Contracts

Assignment by Ironwood or Ironwood Change. Notwithstanding Section 10.8, Ironwood may not assign to any of its Affiliates its right to receive an amount or amounts due from Astellas 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(b). Ironwood may, on written notice to Astellas, assign any or all of the foregoing rights 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 assignment (or as a result of any change of ownership of Ironwood), 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 and Astellas is the paying Party, then such payment obligation(s) by Astellas (including its successors, transferees, and assigns) hereunder shall be reduced by the amount(s) required to be deducted or withheld. For any Taxes withheld or to be withheld, each Party agrees to timely deliver all certificates and forms as may be necessary and appropriate to file Tax returns as would be necessary with respect to such Taxes.

Assignment by Ironwood or Ironwood Change. Notwithstanding Section 10.8, Ironwood may not assign to any of its Affiliates its right to receive an amount or amounts due from Astellas 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(b). Ironwood may, on written notice to Astellas, assign any or all of the foregoing rights 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; States; provided, however, that if, as a result of such assignment (or as a result of any [**] = 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. change of ownership of Ironwood), 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 and Astellas is the paying Party, then such payment obligation(s) by Astellas (including its successors, transferees, and assigns) hereunder shall be reduced by the amount(s) required to be deducted or withheld. For any Taxes withheld or to be withheld, each Party agrees to timely deliver all certificates and forms as may be necessary and appropriate to file Tax returns as would be necessary with respect to such Taxes.

Assignment by Ironwood or Ironwood Change. Notwithstanding Section 10.8, Ironwood may not assign to any of its Affiliates its right to receive an amount or amounts due from Astellas 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(b). Ironwood may, on written notice to Astellas, assign any or all of the foregoing rights 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; States; provided, however, that if, as a result of such assignment (or as a result of any change of ownership of Ironwood), 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 and Astellas is the paying Party, then such payment obligation(s) by Astellas (including its successors, transferees, and assigns) hereunder shall be reduced by the amount(s) required to be deducted or withheld. For any Taxes withheld or to be withheld, each Party agrees to timely deliver all certificates and forms as may be necessary and appropriate to file Tax returns as would be necessary with respect to such Taxes.

Assignment by Ironwood or Ironwood Change. Notwithstanding Section 10.8, Ironwood may not assign to any of its Affiliates its right to receive an amount or amounts due from Astellas 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(b). Ironwood may, on written notice to Astellas, assign any or all of the foregoing rights 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; States; provided, however, that if, as a result of such assignment (or as a result of any change of ownership of Ironwood, or any change in the tax residency of Ironwood), 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 and Astellas is the paying Party, then such payment obligation(s) by Astellas (including its successors, transferees, and assigns) hereunder shall be reduced by the amount(s) required to be deducted or withheld. For any Taxes withheld or to be withheld, each Party agrees to timely deliver all certificates and forms as may be necessary and appropriate to file Tax returns as would be necessary with respect to such Taxes.