Gross-Up of Indemnification Payments Made Pursuant to this Agreement. Except to the extent provided in Section 12.3, any Tax indemnity payment made by a Party under this Agreement shall be increased as necessary so that after making all payments in respect to Taxes imposed on or attributable to such indemnity payment, the recipient Party receives an amount equal to the sum it would have received had no such Taxes been imposed. For the avoidance of doubt, all payments required to be made by Cyclerion to Ironwood pursuant to this Section 12.2 shall be calculated assuming all members of the Ironwood Group are Full Taxpayers.
Appears in 4 contracts
Samples: Tax Matters Agreement (Ironwood Pharmaceuticals Inc), Tax Matters Agreement (Cyclerion Therapeutics, Inc.), Tax Matters Agreement (Cyclerion Therapeutics, Inc.)
