Common use of Indemnification Payments Clause in Contracts

Indemnification Payments. (a) If any Party (the “Payor”) is required under applicable Law to pay to a Tax Authority a Tax that another Party (the “Required Party”) is liable for under this Agreement, the Payor shall provide notice to the Required Party for the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. Such Required Party shall have a period of thirty (30) days after the receipt of notice to respond thereto. Unless the Required Party disputes the amount it is liable for under this Agreement, the Required Party shall reimburse the Payor within forty-five (45) Business Days of delivery by the Payor of the notice described above. To the extent the Required Party does not agree with the amount the Payor claims the Required Party is liable for under this Agreement, the dispute shall be resolved in accordance with Article XIII. Any reimbursement shall include interest on the Tax payment computed at the Prime Rate based on the number of days from the date of the payment to the Tax Authority to the date of reimbursement under this Section 4.2. (b) Any Tax indemnity payment required to be made by the Required Party pursuant to this Section 4.2 shall be reduced by any corresponding Tax Benefit payment required to be made to the Required Party by the other Party pursuant to Article V. For the avoidance of doubt, a Tax Benefit payment is treated as corresponding to a Tax indemnity payment to the extent the Tax Benefit realized is directly attributable to the same Tax Item (or adjustment of such Tax Item pursuant to a Final Determination) that gave rise to the Tax indemnity payment. (c) All indemnification payments under this Agreement shall be made by Ironwood directly to Cyclerion and by Cyclerion directly to Ironwood; provided, however, that if the Parties mutually agree with respect to any such indemnification payment, any member of the Ironwood Group, on the one hand, may make such indemnification payment to any member of the Cyclerion Group, on the other hand, and vice versa. All indemnification payments shall be treated in the manner described in Article XII.

Indemnification Payments. Any indemnification claims against the Indemnifying Parties (aother than for Fraud Claims) If shall be satisfied solely by the Escrow Property (with such indemnification first be applied against the Escrow Shares and then against any other Escrow Property), and no Indemnifying Party (the “Payor”) is shall be required under applicable Law to pay to a Tax Authority a Tax that another make any out-of-pocket payment for indemnification other than in connection with Fraud Claims. Any indemnification obligation of an Indemnifying Party (the “Required Party”) is liable for under this Agreement, the Payor shall provide notice to the Required Party for the amount due, accompanied by evidence of payment and a statement detailing the Taxes Article VI will be paid and describing in reasonable detail the particulars relating thereto. Such Required Party shall have a period of thirty (30) days after the receipt of notice to respond thereto. Unless the Required Party disputes the amount it is liable for under this Agreement, the Required Party shall reimburse the Payor within forty-five (455) Business Days after the determination of delivery by the Payor of the notice described above. To the extent the Required Party does not agree with the amount the Payor claims the Required Party is liable for under this Agreement, the dispute shall be resolved such obligation in accordance with Section 6.2(a) (and the Purchaser Representative and the Seller Representative will provide or cause to be provided to the Escrow Agent any written instructions or other information or documents required by the Escrow Agent to do so). Notwithstanding anything to the contrary contained herein, any indemnification payments will be made to Purchaser or its successors. With respect to any indemnification payment, the value of each Escrow Share or any other share of Purchaser Common Stock for purposes of determining the indemnification payment shall be the Purchaser Share Price on the date that the indemnification claim is finally determined in accordance with this Article XIIIVI. Any reimbursement Escrow Shares or other shares of Purchaser Common Stock received by the Purchaser as an indemnification payment shall include interest on be promptly cancelled by the Tax payment computed Purchaser after its receipt thereof. Without limiting any of the foregoing or any other rights of the Indemnified Parties under this Agreement or any Ancillary Document or at law or equity, in the Prime Rate event that an Indemnifying Party fails or refuses to promptly indemnify an Indemnified Party as provided herein or otherwise fails or refuses to make any payments required under any Ancillary Document, in either case, where it is established that such Indemnifying Party is obligated to provide such indemnification or to make such payment, the applicable Indemnified Party shall, in its sole discretion, be entitled to claim a portion of the shares of Purchaser Common Stock then owned by such Indemnifying Party up to an amount equal in value (based on the number of days from the date of the payment then current Purchaser Share Price) to the Tax Authority amount owed by such Indemnifying Party. In the event that such Indemnifying Party fails to the date promptly transfer any such shares of reimbursement under this Section 4.2. (b) Any Tax indemnity payment required to be made by the Required Party Purchaser Common Stock pursuant to this Section 4.2 6.4, the Purchaser Representative on behalf of Purchaser shall be reduced by any corresponding Tax Benefit payment required and hereby is authorized as the attorney-in-fact for such Indemnifying Party to be made transfer such shares of Purchaser Common Stock to the Required Party proper recipient thereof as required by this Section 6.4, and may transfer such shares of Purchaser Common Stock and cancel the other Party pursuant to Article V. For the avoidance of doubt, a Tax Benefit payment is treated as corresponding to a Tax indemnity payment to the extent the Tax Benefit realized is directly attributable to the same Tax Item (or adjustment of stock certificates for such Tax Item pursuant to a Final Determination) that gave rise to the Tax indemnity payment. (c) All indemnification payments under this Agreement shall be made by Ironwood directly to Cyclerion and by Cyclerion directly to Ironwood; provided, however, that if the Parties mutually agree with respect to any such indemnification payment, any member of the Ironwood Group, shares on the one hand, books and records of Purchaser and issue new stock certificates to such transferee and may make such indemnification payment instruct its agents and any exchanges on which Purchaser Common Stock is listed or traded to any member of do the Cyclerion Group, on the other hand, and vice versa. All indemnification payments shall be treated in the manner described in Article XIIsame.

Indemnification Payments. (a) If any Party Company (the “Payor”) or any Affiliate of the Payor is required under applicable Tax Law to pay to a Tax Authority a Tax that another Party Company (the “Required PartyCompany”) is liable for under this Agreement, the Payor shall provide notice to the Required Party Company for the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. Such Required Party Company shall have a period of thirty forty-five (3045) days after the receipt of notice to respond thereto. Unless the Required Party Company disputes the amount it is liable for under this AgreementAgreement within the forty-five (45) day period in the preceding sentence, the Required Party Company shall reimburse the Payor within forty-five sixty (4560) Business Days of delivery by the Payor of the notice described above. To the extent the Required Party Company does not agree with the amount the Payor claims the Required Party Company is liable for under this Agreement, the dispute shall be resolved in accordance with Article XIII. Any reimbursement shall include interest on the Tax payment computed at the Prime Rate based on the number of days from the date of the payment to the Tax Authority to the date of reimbursement under this Section 4.215. (b) Any Tax indemnity payment required to be made by the Required Party Company pursuant to this Section 4.2 Agreement shall be reduced by any corresponding Tax Benefit payment required to be made to the Required Party Company by the other Party Company pursuant to Article V. Section 5. For the avoidance of doubt, a Tax Benefit payment is treated as corresponding to a Tax indemnity payment to the extent the Tax Benefit realized is directly attributable to the same Tax Item (or adjustment of such Tax Item pursuant to a Final Determination) that gave rise to the Tax indemnity payment. (c) All indemnification payments under this Agreement shall be made by Ironwood Remainco directly to Cyclerion Spinco and by Cyclerion Spinco directly to IronwoodRemainco; provided, however, that if the Parties Companies mutually agree with respect to any such indemnification payment, any member of the Ironwood Remainco Group, on the one hand, may make such indemnification payment to any member of the Cyclerion Spinco Group, on the other hand, and vice versa. All indemnification payments shall be treated in the manner described in Article XIISection 14.

Indemnification Payments. (a) If any Party (the “Payor”) is required under applicable Law to pay to a Tax Authority a Tax that another Party (the “Required Party”) is liable for under this Agreement, the Payor shall provide notice to the Required Party for the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. Such Required Party shall have a period of thirty (30) days after the receipt of notice to respond thereto. Unless the Required Party disputes the amount it is liable for under this Agreement, the Required Party shall reimburse the Payor within forty-five (45) Business Days of delivery by the Payor of the notice described above. To the extent the Required Party does not agree with the amount the Payor claims the Required Party is liable for under this Agreement, the dispute shall be resolved in accordance with Article XIII. Any reimbursement shall include interest on the Tax payment computed at the Prime Rate based on the number of days from the date of the payment to the Tax Authority to the date of reimbursement under this Section 4.2. (b) Any Tax indemnity payment required to be made by the Required Party pursuant to this Section 4.2 shall be reduced by any corresponding Tax Benefit payment required to be made to the Required Party by the other Party pursuant to Article V. For the avoidance of doubt, a Tax Benefit payment is treated as corresponding to a Tax indemnity payment to the extent the Tax Benefit realized is directly attributable to the same Tax Item (or adjustment of such Tax Item pursuant to a Final Determination) that gave rise to the Tax indemnity payment. (c) All indemnification payments under this Agreement shall be made by Ironwood Alkermes directly to Cyclerion Mural and by Cyclerion Xxxxx directly to IronwoodAlkermes; provided, however, that if the Parties mutually agree with respect to any such indemnification payment, any member of the Ironwood Alkermes Group, on the one hand, may make such indemnification payment to any member of the Cyclerion Mural Group, on the other hand, and vice versa. All indemnification payments shall be treated in the manner described in Article XII.

Indemnification Payments. (a) If Except as otherwise provided in Section 4.01 with respect to SpinCo Separate Returns prepared by Citrix but required to be filed by a member of the LogMeIn Group under applicable Tax Law or as provided in Section 6.05(b), if any Party (the “Payor”) is required under applicable Tax Law to pay to a Tax Authority a Tax that another Party (the “Required Party”) is liable for under this Agreement, the Required Party shall reimburse the Payor shall provide notice within twenty (20) Business Days of delivery by the Payor to the Required Party of an invoice for the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. Such Required Party shall have a period of thirty (30) days after the receipt of notice to respond thereto. Unless the Required Party disputes the amount it is liable for under this Agreement, the Required Party shall reimburse the Payor within forty-five (45) Business Days of delivery by the Payor of the notice described above. To the extent the Required Party does not agree with the amount the Payor claims the Required Party is liable for under this Agreement, the dispute shall be resolved in accordance with Article XIII. Any The reimbursement shall include interest on the Tax payment computed at the Prime Rate based on the number of days from the date of the Payor’s payment to the Tax Authority to the date of reimbursement by the Required Party under this Section 4.24.03. Except as otherwise provided in the following sentence, the Required Party shall also pay to the Payor any reasonable costs and expenses related to the foregoing (including reasonable attorneys’ fees and expenses) within 5 (five) days after the Payor’s written demand therefor. If and to the extent any Distribution Taxes are determined regarding the failure of the Tax-Free Status of the Internal Transactions, the Contribution or the Distribution, the Party allocated responsibility for Tax-Related Losses associated with such Distribution Taxes under Section 2.01 shall pay such Tax-Related Losses to Citrix (if such responsible Party is RMT Parent) or RMT Parent (if such responsible Party is Citrix) within 5 (five) days after written demand therefor. (b) Any Tax indemnity payment required to be made by the Required Party pursuant to this Section 4.2 shall be reduced by any corresponding Tax Benefit payment required to be made to the Required Party by the other Party pursuant to Article V. For the avoidance of doubt, a Tax Benefit payment is treated as corresponding to a Tax indemnity payment to the extent the Tax Benefit realized is directly attributable to the same Tax Item (or adjustment of such Tax Item pursuant to a Final Determination) that gave rise to the Tax indemnity payment. (c) All indemnification payments under this Agreement shall be made by Ironwood Citrix directly to Cyclerion RMT Parent and by Cyclerion RMT Parent directly to IronwoodCitrix; provided, however, that if the Parties mutually agree with respect to any such indemnification payment, any member of the Ironwood Citrix Group, on the one hand, may make such indemnification payment to any member of the Cyclerion LogMeIn Group, on the other hand, and vice versa. All indemnification payments under this Agreement shall be treated in the manner described in Article XIISection 12.

Indemnification Payments. (a) If Except as provided in the last sentence of Section 4.1 of this Agreement, if any Party (the “Payor”) is required under applicable Tax Law to pay to a Tax Authority a Tax that another Party (the “Required Party”) is liable for under this Agreement, the Required Party shall reimburse the Payor shall provide notice within twenty (20) Business Days of delivery by the Payor to the Required Party of an invoice for the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. Such Required Party shall have a period of thirty (30) days after Except as otherwise provided in the receipt of notice to respond thereto. Unless the Required Party disputes the amount it is liable for under this Agreementfollowing sentence, the Required Party shall reimburse also pay to the Payor any reasonable costs and expenses related to the foregoing (including reasonable attorneys’ fees and expenses) within forty-five (455) Business Days of delivery by days after the Payor Payor’s written demand therefor. If and to the extent any Specified Separation Taxes are determined regarding the failure of the notice described aboveIntended Tax Treatment, the Party allocated responsibility for Tax-Related Losses associated with such Specified Separation Taxes under Section 2.1 of this Agreement shall pay such Tax-Related Losses to New Worthington (if such responsible Party is Worthington Steel) or Worthington Steel (if such responsible Party is New Worthington) within five (5) days after written demand therefor. To Notwithstanding the extent foregoing, if New Worthington or Worthington Steel disputes in good faith the Required Party does not agree with fact or the amount of its obligation hereunder, then no payment of the Payor claims the Required Party is liable for under this Agreement, the amount in dispute shall be resolved required until any such good faith dispute is resolved; provided, however, that any amount not paid by the due date otherwise provided in accordance with this Article XIII. Any reimbursement IV shall include bear interest on the Tax payment from such due date computed at the Prime Rate based on plus one and one-half percent (1.5%) or the number of days from the date of the payment to the Tax Authority to the date of reimbursement under this Section 4.2maximum rate permitted by Law, whichever is less. (b) Any Tax indemnity payment required to be made by the Required Party pursuant to this Section 4.2 shall be reduced by any corresponding Tax Benefit payment required to be made to the Required Party by the other Party pursuant to Article V. For the avoidance of doubt, a Tax Benefit payment is treated as corresponding to a Tax indemnity payment to the extent the Tax Benefit realized is directly attributable to the same Tax Item (or adjustment of such Tax Item pursuant to a Final Determination) that gave rise to the Tax indemnity payment. (c) All indemnification payments under this Agreement shall be made by Ironwood New Worthington directly to Cyclerion Worthington Steel and by Cyclerion Worthington Steel directly to IronwoodNew Worthington; provided, however, that if the Parties mutually agree for administrative convenience with respect to any such indemnification payment, any member of the Ironwood New Worthington Group, on the one hand, may make such indemnification payment to any member of the Cyclerion Worthington Steel Group, on the other hand, and vice versa. All indemnification payments shall be treated in the manner described in Article XII.

Indemnification Payments. (a) Indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or a Loss is incurred. If any the Indemnifying Party (fails to make an indemnification payment required by this Article V within 30 days after receipt of a xxxx therefore or notice that a Loss has been incurred, the “Payor”) is Indemnifying Party shall also be required under applicable Law to pay to a Tax Authority a Tax that another Party (the “Required Party”) is liable for under this Agreement, the Payor shall provide notice to the Required Party for the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. Such Required Party shall have a period of thirty (30) days after the receipt of notice to respond thereto. Unless the Required Party disputes the amount it is liable for under this Agreement, the Required Party shall reimburse the Payor within forty-five (45) Business Days of delivery by the Payor of the notice described above. To the extent the Required Party does not agree with the amount the Payor claims the Required Party is liable for under this Agreement, the dispute shall be resolved in accordance with Article XIII. Any reimbursement shall include interest on the Tax payment computed at the Prime Rate based on the number amount of days such indemnification payment, from the date of receipt of the payment xxxx or notice of the Loss to the Tax Authority to but not including the date of reimbursement under this Section 4.2payment, at the Applicable Rate. (b) Any Tax indemnity payment required to be made The amount of any claim by the Required Party pursuant to an Indemnitee under this Section 4.2 Agreement shall be reduced to reflect any insurance proceeds actually received (net of costs or any mandatory premium increases) by any corresponding Tax Benefit payment required to be made to Indemnitee that result from the Required Party by the other Party pursuant to Article V. For the avoidance of doubt, a Tax Benefit payment is treated as corresponding to a Tax indemnity payment to the extent the Tax Benefit realized is directly attributable to the same Tax Item (or adjustment of such Tax Item pursuant to a Final Determination) Losses that gave rise to such indemnity. Notwithstanding the Tax indemnity paymentforegoing, no Indemnitee will be obligated to seek recovery for any Losses from any Third Party before seeking indemnification under this Agreement and in no event will an Indemnifying Party’s obligation to indemnify and hold harmless any Indemnitee pursuant to this Agreement be conditioned upon the status of the recovery of any offsetting amounts from any such Third Party. (c) All The amount of any Loss subject to indemnification payments under pursuant to this Agreement Article V shall be net of Taxes. Accordingly, the amount which an Indemnifying Party is required to pay to an Indemnitee will be adjusted to reflect any Tax benefit to the Indemnitee from the underlying Loss and to reflect any Taxes imposed upon the Indemnitee as a result of the receipt of such payment. Such an adjustment will first be made at the time that the indemnification payment is made and will further be made, as appropriate, to take into account any change in the liability of the Indemnitee for Taxes that occurs in connection with the final resolution of an audit by Ironwood directly a Tax authority. For purposes of this Section 5.4(c), the value of any Tax benefit to Cyclerion the Indemnitee from the underlying Loss shall be an amount equal to the product of (a) the amount of any present or future deduction allowed or allowable to the Indemnitee by the Code, or other applicable Law, as a result of such Loss and by Cyclerion directly to Ironwood; provided(b) the highest statutory rate applicable under Section 11 of the Code, however, that if the Parties mutually agree or other applicable Law. (d) Except with respect to any such indemnification payment, any member payment for Losses relating to a breach of the Ironwood GroupTax Matters Agreement, on the one hand, may make such indemnification payment to any member of the Cyclerion Group, on the other hand, and vice versa. All which indemnification payments shall be treated in accordance with the manner described in Tax Matters Agreement, and to the extent permitted by Law, the Parties will treat any indemnification payment paid pursuant to this Article XIIV as a capital contribution made by Demand Media to Rightside or as a distribution made by Rightside to Demand Media, as the case may be, immediately prior to the Distribution.

Indemnification Payments. (a) If any Party (the “Payor”) is required under applicable Law to pay to a Tax Authority a Tax that another Party (the “Required Party”) is liable for under this Agreement, the Payor shall provide notice to the Required Party for the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. Such Required Party shall have a period of thirty (30) days after the receipt of notice to respond thereto. Unless the Required Party disputes the amount it is liable for under this Agreement, the Required Party shall reimburse the Payor within forty-five (45) Business Days of delivery by the Payor of the notice described above. To the extent the Required Party does not agree with the amount the Payor claims the Required Party is liable for under this Agreement, the dispute shall be resolved in accordance with Article XIII. Any reimbursement shall include interest on the Tax payment computed at the Prime Rate based on the number of days from the date of the payment to the Tax Authority to the date of reimbursement under this Section 4.2. (b) Any Tax indemnity payment required to be made by the Required Party pursuant to this Section 4.2 shall be reduced by any corresponding Tax Benefit payment required to be made to the Required Party by the other Party pursuant to Article V. For the avoidance of doubt, a Tax Benefit payment is treated as corresponding to a Tax indemnity payment to the extent the Tax Benefit realized is directly attributable to the same Tax Item (or adjustment of such Tax Item pursuant to a Final Determination) that gave rise to the Tax indemnity payment. (c) All indemnification payments under this Agreement shall be made by Ironwood bluebird directly to Cyclerion 2seventy and by Cyclerion 2seventy directly to Ironwoodbluebird; provided, however, that if the Parties mutually agree with respect to any such indemnification payment, any member of the Ironwood bluebird Group, on the one hand, may make such indemnification payment to any member of the Cyclerion 2seventy Group, on the other hand, and vice versa. All indemnification payments shall be treated in the manner described in Article XII.

Indemnification Payments. (a) If Except as provided in Section 3.2(a), the last sentence of Section 4.1 and Section 6.4(b) of this Agreement, if any Party (the “Payor”) is required under applicable Tax Law to pay to a Tax Authority a Tax that another Party (the “Required Party”) is liable for under this Agreement, the Required Party shall reimburse the Payor shall provide notice for such Tax along with any reasonable costs and expenses related thereto (including reasonable attorneys’ fees and expenses) within five (5) Business Days of delivery by the Payor to the Required Party of an invoice for the amount due, accompanied by evidence of payment and a statement detailing the Taxes amounts paid and describing in reasonable detail the particulars relating thereto. Such Required If and to the extent any Specified Separation Taxes are determined regarding the failure of the Intended Tax Treatment, the Party allocated responsibility for Tax-Related Losses associated with such Specified Separation Taxes under Section 2.1 of this Agreement shall have a period of thirty pay such Tax-Related Losses to HHH (30if such responsible Party is Seaport Entertainment) or Seaport Entertainment (if such responsible Party is HHH) within five (5) days after written demand therefor. Notwithstanding the receipt of notice to respond thereto. Unless foregoing, if HHH or Seaport Entertainment disputes in good faith the Required Party disputes fact or the amount it is liable for under this Agreementof its obligation hereunder, the Required Party shall reimburse the Payor within forty-five (45) Business Days of delivery by the Payor then no payment of the notice described above. To the extent the Required Party does not agree with the amount the Payor claims the Required Party is liable for under this Agreement, the in dispute shall be resolved required until any such good faith dispute is resolved; provided, however, that any amount not paid by the due date otherwise provided in accordance with this Article XIII. Any reimbursement IV shall include bear interest on the Tax payment from such due date computed at the Prime Rate based on plus one and one-half percent (1.5%) or the number of days from the date of the payment to the Tax Authority to the date of reimbursement under this Section 4.2maximum rate permitted by Law, whichever is less. (b) Any Tax indemnity payment required All indemnification payments to be made by the Required Party pursuant to this Section 4.2 shall be reduced by any corresponding Tax Benefit payment required to be made to the Required Party by the other Party pursuant to Article V. For the avoidance of doubt, a Tax Benefit payment is treated as corresponding to a Tax indemnity payment to the extent the Tax Benefit realized is directly attributable to the same Tax Item (HHH or adjustment of such Tax Item pursuant to a Final Determination) that gave rise to the Tax indemnity payment. (c) All indemnification payments Seaport Entertainment under this Agreement shall be made by Ironwood HHH directly to Cyclerion Seaport Entertainment and by Cyclerion Seaport Entertainment directly to IronwoodHHH; provided, however, that if the Parties HHH and Seaport Entertainment mutually agree for administrative convenience with respect to any such indemnification payment, any member of the Ironwood HHH Group, on the one hand, may make such indemnification payment to any member of the Cyclerion Seaport Entertainment Group, on the other hand, and vice versa. All indemnification payments shall be treated in the manner described in Article XII.

Indemnification Payments. (a) If any Party (the “Payor”) or any Affiliate of the Payor is required under applicable Tax Law to pay to a Tax Taxing Authority a Tax that another the other Party (the “Required Party”) is liable for under this Agreement, the Payor shall provide notice to the Required Party for the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. Such Required Party shall have a period of thirty (30) days after the receipt of notice to respond thereto. Unless the Required Party disputes the amount it is liable for under this AgreementAgreement within the thirty (30) day period described in the preceding sentence, the Required Party shall reimburse the Payor within forty-five sixty (4560) Business Days of delivery by the Payor of the notice described above. To the extent the Required Party does not agree with the amount the Payor claims the Required Party is liable for under this Agreement, the dispute shall be resolved in accordance with Article XIII. Any reimbursement shall include interest on the Tax payment computed at the Prime Rate based on the number of days from the date of the payment to the Tax Authority to the date of reimbursement under this Section 4.214. (b) Any Tax indemnity payment required to be made by the Required Party pursuant to this Section 4.2 Agreement shall be reduced by any corresponding Tax Benefit payment required to be made to the Required Party by the other Party pursuant to Article V. Section 5. For the avoidance of doubt, a Tax Benefit payment realized is treated as corresponding to a Tax indemnity payment to the extent the Tax Benefit realized is directly attributable to the same Tax Item (or adjustment of such Tax Item pursuant to a Final Determination) that gave rise to the Tax indemnity payment. (c) All indemnification payments under this Agreement shall be made by Ironwood IP RemainCo directly to Cyclerion Product SpinCo and by Cyclerion Product SpinCo directly to IronwoodIP RemainCo; provided, however, that if the Parties mutually agree with respect to any such indemnification payment, any member of the Ironwood IP RemainCo Group, on the one hand, may make such indemnification payment to any member of the Cyclerion Product SpinCo Group, on the other hand, and vice versa. All Notwithstanding the prior sentence, all indemnification payments shall be treated in the manner described in Article XIISection 13.

Indemnification Payments. (a) If any Party (the “Payor”) is required under applicable Tax Law to pay to a Tax Authority a Tax that another Party (the “Required Party”) is liable for under this Agreement, including in the case of any adjustment pursuant to a Final Determination with respect to any Tax, the Required Party shall reimburse the Payor shall provide notice within ten (10) Business Days of delivery by the Payor to the Required Party of an invoice for the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. Such Required Party shall have a period of thirty (30) days after Except as otherwise provided in the receipt of notice to respond thereto. Unless the Required Party disputes the amount it is liable for under this Agreementfollowing sentence, the Required Party shall reimburse also pay to the Payor any reasonable third-party costs and expenses related to the foregoing (including reasonable attorneys’ fees and expenses) within forty-five ten (4510) Business Days after the Payor’s written demand therefor, accompanied by evidence of delivery by payment and a statement detailing the Payor amounts paid and describing in reasonable detail the particulars relating thereto. If and to the extent any Specified Separation Taxes are determined regarding the failure of the notice described aboveIntended Tax Treatment, the Party allocated responsibility for Tax-Related Losses associated with such Specified Separation Taxes under Section 2.01 of this Agreement shall pay such Tax-Related Losses to Illumina (if such responsible Party is GRAIL) or GRAIL (if such responsible Party is Illumina) within ten (10) Business Days after written demand therefor, accompanied by evidence of payment and a statement detailing the amounts paid and describing in reasonable detail the particulars relating thereto. To Notwithstanding the extent foregoing, if Illumina or GRAIL disputes in good faith the Required Party does not agree with fact or the amount of its obligation hereunder, then no payment of the Payor claims the Required Party is liable for under this Agreement, the amount in dispute shall be resolved required until any such good faith dispute is resolved; provided, however, that any amount not paid by the due date otherwise provided in accordance with Article XIII. Any reimbursement this Section 4 shall include bear interest on the Tax payment from such due date computed at the Prime Interest Rate based on with respect to such due date or the number of days from the date of the payment to the Tax Authority to the date of reimbursement under this Section 4.2maximum rate permitted by Law, whichever is less. (b) Any Tax indemnity payment required to be made by the Required Party pursuant to this Section 4.2 shall be reduced by any corresponding Tax Benefit payment required to be made to the Required Party by the other Party pursuant to Article V. For the avoidance of doubt, a Tax Benefit payment is treated as corresponding to a Tax indemnity payment to the extent the Tax Benefit realized is directly attributable to the same Tax Item (or adjustment of such Tax Item pursuant to a Final Determination) that gave rise to the Tax indemnity payment. (c) All indemnification payments under this Agreement shall be made by Ironwood Illumina directly to Cyclerion GRAIL and by Cyclerion GRAIL directly to IronwoodIllumina; provided, however, that if the Parties mutually agree for administrative convenience with respect to any such indemnification payment, any member of the Ironwood Illumina Group, on the one hand, may make such indemnification payment to any member of the Cyclerion GRAIL Group, on the other hand, and vice versa. All indemnification payments shall be treated in the manner described in Article XII.

Indemnification Payments. (a) If any Party Company (the “Payor”) is required under applicable Tax Law to pay to a Tax Authority a Tax that another Party Company (the “Required PartyCompany”) is liable for under this Agreement, the Payor shall provide notice to the Required Party Company for the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. Such Required Party Company shall have a period of thirty (30) days after the receipt of notice to respond thereto. Unless the Required Party Company disputes the amount it is liable for under this Agreement, the Required Party Company shall reimburse the Payor within forty-five (45) Business Days of delivery by the Payor of the notice described above. To the extent the Required Party Company does not agree with the amount the Payor claims the Required Party Company is liable for under this Agreement, the dispute shall be resolved in accordance with Article XIIISection 14. Any reimbursement shall include interest on the Tax payment computed at the Prime Rate based on the number of days from the date of the payment to the Tax Authority to the date of reimbursement under this Section 4.24.02. (b) Any Tax indemnity payment required to be made by the Required Party Company pursuant to this Section 4.2 Agreement shall be reduced by any corresponding Tax Benefit payment required to be made to the Required Party Company by the other Party Company pursuant to Article V. Section 5. For the avoidance of doubt, a Tax Benefit payment is treated as corresponding to a Tax indemnity payment to the extent the Tax Benefit realized is directly attributable to the same Tax Item (or adjustment of such Tax Item pursuant to a Final Determination) that gave rise to the Tax indemnity payment. (c) All indemnification payments under this Agreement shall be made by Ironwood Houston directly to Cyclerion Seattle and by Cyclerion Seattle directly to IronwoodHouston; provided, however, that if the Parties Companies mutually agree with respect to any such indemnification payment, any member of the Ironwood Houston Group, on the one hand, may make such indemnification payment to any member of the Cyclerion Seattle Group, on the other hand, and vice versa. All indemnification payments shall be treated in the manner described in Article XIISection 13.

Indemnification Payments. (a) If any Party Company (the “Payor”) is required under applicable Tax Law to pay to a Tax Authority a Tax that another Party Company (the “Required Party”) is liable for under this Agreement, the Payor shall provide notice to the Required Party for of the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. Such Required Party shall have a period of thirty (30) 20 days after the receipt of notice to respond thereto. Unless the Required Party disputes the amount it is liable for under this Agreement, the Required Party shall reimburse the Payor within forty-five (45) Business Days 30 days of delivery by the Payor of the notice described above. To the extent the Required Party does not agree with the amount the Payor claims the Required Party is liable for under this Agreement, the dispute shall be resolved in accordance with Article XIIISection 13. Any reimbursement shall include Notwithstanding anything to the contrary herein, if the amount to be paid pursuant to this Section 5.03 (excluding interest on pursuant to Section 14) is in excess of $1 million, then, no later than the Tax payment computed at later of (i) 5 Business Days after delivery by the Prime Rate based on Payor to the number Required Party of days from an invoice for the amount due, accompanied by a statement detailing the Taxes required to be paid and describing in reasonable detail the particulars relating thereto, (ii) 3 Business Days prior to the due date of for the payment to of such Tax, the Tax Authority to Required Party shall pay the date of reimbursement under this Section 4.2Payor. (b) Any Tax indemnity payment required to be made by the Required Party pursuant to this Section 4.2 Agreement shall be reduced by any corresponding Tax Benefit payment required to be made to the Required Party by the other Party Company pursuant to Article V. Section 6. For the avoidance of doubt, a Tax Benefit payment is treated as corresponding to a Tax indemnity payment to the extent the Tax Benefit realized is directly attributable to the same Tax Item (or adjustment of such Tax Item pursuant to a Final Determination) that gave rise to the Tax indemnity payment. (c) All indemnification payments under this Agreement shall be made by Ironwood Parent directly to Cyclerion Xxxx and by Cyclerion Xxxx directly to IronwoodParent; provided, however, that if the Parties Companies mutually agree with respect to any such indemnification payment, any member of the Ironwood Parent Group, on the one hand, may make such indemnification payment to any member of the Cyclerion Xxxx Group, on the other hand, and vice versa. All indemnification payments shall be treated in the manner described in Article XII.

Indemnification Payments. (a) If Except as provided in the last sentence of Section 4.01 of this Agreement, if any Party (the “Payor”) is required under applicable Tax Law to pay to a Tax Authority a Tax that another Party (the “Required Party”) is liable for under this Agreement, including in the case of any adjustment pursuant to a Final Determination with respect to any Tax, the Required Party shall reimburse the Payor shall provide notice within ten (10) Business Days of delivery by the Payor to the Required Party of an invoice for the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. Such Required Party shall have a period of thirty (30) days after Except as otherwise provided in the receipt of notice to respond thereto. Unless the Required Party disputes the amount it is liable for under this Agreementfollowing sentence, the Required Party shall reimburse also pay to the Payor any reasonable costs and expenses related to the foregoing (including reasonable attorneys’ fees and expenses) within forty-five ten (4510) Business Days after the Payor’s written demand therefor, accompanied by evidence of delivery by payment and a statement detailing the Payor amounts paid and describing in reasonable detail the particulars relating thereto. If and to the extent any Specified Separation Taxes are determined regarding the failure of the notice described aboveIntended Tax Treatment, the Party allocated responsibility for Tax-Related Losses associated with such Specified Separation Taxes under Section 2.01 of this Agreement shall pay such Tax-Related Losses to Colfax (if such responsible Party is ESAB) or ESAB (if such responsible Party is Colfax) within ten (10) Business Days after written demand therefor, accompanied by evidence of payment and a statement detailing the amounts paid and describing in reasonable detail the particulars relating thereto. To Notwithstanding the extent foregoing, if Colfax or ESAB disputes in good faith the Required Party does not agree with fact or the amount of its obligation hereunder, then no payment of the Payor claims the Required Party is liable for under this Agreement, the amount in dispute shall be resolved required until any such good faith dispute is resolved; provided, however, that any amount not paid by the due date otherwise provided in accordance with Article XIII. Any reimbursement this Section 4 shall include bear interest on the Tax payment from such due date computed at the Prime Interest Rate based on with respect to such due date or the number of days from the date of the payment to the Tax Authority to the date of reimbursement under this Section 4.2maximum rate permitted by Law, whichever is less. (b) Any Tax indemnity payment required to be made by the Required Party pursuant to this Section 4.2 shall be reduced by any corresponding Tax Benefit payment required to be made to the Required Party by the other Party pursuant to Article V. For the avoidance of doubt, a Tax Benefit payment is treated as corresponding to a Tax indemnity payment to the extent the Tax Benefit realized is directly attributable to the same Tax Item (or adjustment of such Tax Item pursuant to a Final Determination) that gave rise to the Tax indemnity payment. (c) All indemnification payments under this Agreement shall be made by Ironwood Colfax directly to Cyclerion ESAB and by Cyclerion ESAB directly to IronwoodColfax; provided, however, that if the Parties mutually agree for administrative convenience with respect to any such indemnification payment, any member of the Ironwood Colfax Group, on the one hand, may make such indemnification payment to any member of the Cyclerion ESAB Group, on the other hand, and vice versa. All indemnification payments shall be treated in the manner described in Article XII.

Indemnification Payments. (a) If any Party Company (the “Payor”) is required under applicable Tax Law to pay to a Tax Authority a Tax that another Party Company (the “Required Party”) is liable for under this Agreement, the Payor shall provide notice to the Required Party for the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. Such Required Party shall have a period of thirty (30) days after the receipt of notice to respond thereto. Unless the Required Party disputes the amount it is liable for under this Agreement, the Required Party shall reimburse the Payor within forty-five (45) Business Days of delivery by the Payor of the notice described above. To the extent the Required Party does not agree with the amount the Payor claims the Required Party is liable for under this Agreement, the dispute shall be resolved in accordance with Article XIIISection 14. Any reimbursement shall include interest on the Tax payment computed at the Prime Rate based on the number of days from the date of the payment to the Tax Authority to the date of reimbursement under this Section 4.24.03. (b) Any Tax indemnity payment required to be made by the Required Party pursuant to this Section 4.2 4 shall be reduced by any corresponding Tax Benefit payment required to be made to the Required Party by the other Party Company pursuant to Article V. Section 5. For the avoidance of doubt, a Tax Benefit payment is treated as corresponding to a Tax indemnity payment to the extent the Tax Benefit realized is directly attributable to the same Tax Item (or adjustment of such Tax Item pursuant to a Final Determination) that gave rise to the Tax indemnity payment. (c) All indemnification payments under this Agreement shall be made by Ironwood HP directly to Cyclerion Enterprise and by Cyclerion Enterprise directly to IronwoodHP; provided, however, that if the Parties Companies mutually agree with respect to any such indemnification payment, any member of the Ironwood HP Group, on the one hand, may make such indemnification payment to any member of the Cyclerion Enterprise Group, on the other hand, and vice versa. All indemnification payments shall be treated in the manner described in Article XIISection 13.

Indemnification Payments. (a) If any Party Company (the “Payor”) is required under applicable Tax Law to pay to a Tax Authority a Tax that another Party Company (the “Required PartyCompany”) is liable for under this Agreement, the Payor shall provide notice to the Required Party Company for the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. Such Required Party Company shall have a period of thirty (30) days after the receipt of notice to respond thereto. Unless the Required Party Company disputes the amount it is liable for under this Agreement, the Required Party Company shall reimburse the Payor within forty-five (45) Business Days days of delivery by the Payor of the notice described above. To the extent the Required Party Company does not agree with the amount the Payor claims the Required Party Company is liable for under this Agreement, the dispute shall be resolved in accordance with Article XIII. Any reimbursement shall include interest on the Tax payment computed at the Prime Rate based on the number of days from the date of the payment to the Tax Authority to the date of reimbursement under this Section 4.213. (b) Any Tax indemnity payment required to be made by the Required Party Company pursuant to this Section 4.2 Agreement shall be reduced by any corresponding Tax Benefit payment required to be made to the Required Party Company by the other Party Company pursuant to Article V. Section 5. For the avoidance of doubt, a Tax Benefit payment is treated as corresponding to a Tax indemnity payment to the extent the Tax Benefit realized is directly attributable to the same Tax Item (or adjustment of such Tax Item pursuant to a Final Determination) that gave rise to the Tax indemnity payment. (c) All indemnification payments under this Agreement shall be made by Ironwood Remainco directly to Cyclerion Spinco and by Cyclerion Spinco directly to IronwoodRemainco; provided, however, that if the Parties Companies mutually agree with respect to any such indemnification payment, any member of the Ironwood Remainco Group, on the one hand, may make such indemnification payment to any member of the Cyclerion Spinco Group, on the other hand, and vice versa. All indemnification payments shall be treated in the manner described in Article XIISection 12.

Indemnification Payments. (a) If any Party a Company (the “Payor”) is required under applicable Tax Law to pay to a Tax Authority a Tax that another Party for which the other Company (the “Required PartyCompany”) is liable for under this Agreement, then the Payor shall provide notice to the Required Party Company for the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating theretoto such Taxes. Such The Required Party Company shall have a period of thirty ten (3010) days Business Days after the receipt of notice to respond theretorespond. Unless the Required Party Company disputes the amount it is liable for under this Agreement, the Required Party Company shall reimburse the Payor within forty-five ten (4510) Business Days of delivery by the Payor of the notice described above. To the extent the Required Party Company does not agree with the amount the Payor claims the Required Party Company is liable for under this Agreement, the dispute shall be resolved in accordance with Article XIII. Any reimbursement shall include interest on the Tax payment computed at the Prime Rate based on the number of days from the date of the payment to the Tax Authority to the date of reimbursement under this Section 4.2XII. (b) Any Tax indemnity payment required to be made by the Required Party Company pursuant to this Section 4.2 Agreement shall be reduced by any corresponding Tax Benefit payment required to be made to the Required Party Company by the other Party Company pursuant to Article V. For the avoidance of doubt, a Section 4.01. A Tax Benefit payment is shall be treated as corresponding to a Tax indemnity payment to the extent the Tax Benefit realized is directly attributable to the same Tax Item (or adjustment of such Tax Item pursuant to a Final Determination) that gave rise to the Tax indemnity payment. (c) All indemnification payments under this Agreement shall be made by Ironwood directly a Company to Cyclerion and by Cyclerion directly the other Company; provided that upon the reasonable request of a Company entitled to Ironwood; provided, however, that if the Parties mutually agree with respect to any such indemnification paymentindemnification, any member of the Ironwood Group, on the one hand, such Company’s Group may make such indemnification payment to any member of the Cyclerion other Company’s Group, on the other hand, and vice versa. All indemnification payments shall be treated in the manner described in Article XII.XI. ARTICLE IV

Indemnification Payments. (a) Indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or a Loss is incurred. If any the Indemnifying Party (fails to make an indemnification payment required by this Article V within 30 days after receipt of a xxxx therefore or notice that a Loss has been incurred, the “Payor”) is Indemnifying Party shall also be required under applicable Law to pay to a Tax Authority a Tax that another Party (the “Required Party”) is liable for under this Agreement, the Payor shall provide notice to the Required Party for the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. Such Required Party shall have a period of thirty (30) days after the receipt of notice to respond thereto. Unless the Required Party disputes the amount it is liable for under this Agreement, the Required Party shall reimburse the Payor within forty-five (45) Business Days of delivery by the Payor of the notice described above. To the extent the Required Party does not agree with the amount the Payor claims the Required Party is liable for under this Agreement, the dispute shall be resolved in accordance with Article XIII. Any reimbursement shall include interest on the Tax payment computed at the Prime Rate based on the number amount of days such indemnification payment, from the date of receipt of the payment xxxx or notice of the Loss to the Tax Authority to but not including the date of reimbursement under this Section 4.2payment, at the Applicable Rate. (b) Any Tax indemnity payment required to be made The amount of any claim by the Required Party pursuant to an Indemnitee under this Section 4.2 Agreement shall be reduced to reflect any insurance proceeds actually received (net of costs or any mandatory premium increases) by any corresponding Tax Benefit payment required to be made to Indemnitee that result from the Required Party by the other Party pursuant to Article V. For the avoidance of doubt, a Tax Benefit payment is treated as corresponding to a Tax indemnity payment to the extent the Tax Benefit realized is directly attributable to the same Tax Item (or adjustment of such Tax Item pursuant to a Final Determination) Losses that gave rise to such indemnity. Notwithstanding the Tax indemnity paymentforegoing, no Indemnitee will be obligated to seek recovery for any Losses from any Third Party before seeking indemnification under this Agreement and in no event will an Indemnifying Party’s obligation to indemnify and hold harmless any Indemnitee pursuant to this Agreement be conditioned upon the status of the recovery of any offsetting amounts from any such Third Party. (c) All The amount of any Loss subject to indemnification payments under pursuant to this Agreement Article V shall be net of Taxes. Accordingly, the amount which an Indemnifying Party is required to pay to an Indemnitee will be adjusted to reflect any Tax benefit to the Indemnitee from the underlying Loss and to reflect any Taxes imposed upon the Indemnitee as a result of the receipt of such payment. Such an adjustment will first be made at the time that the indemnification payment is made and will further be made, as appropriate, to take into account any change in the liability of the Indemnitee for Taxes that occurs in connection with the final resolution of an audit by Ironwood directly a Tax authority. For purposes of this Section 5.4(c), the value of any Tax benefit to Cyclerion the Indemnitee from the underlying Loss shall be an amount equal to the product of (a) the amount of any present or future deduction allowed or allowable to the Indemnitee by the Code, or other applicable Law, as a result of such Loss and by Cyclerion directly to Ironwood; provided(b) the highest statutory rate applicable under Section 11 of the Code, however, that if the Parties mutually agree or other applicable Law. (d) Except with respect to any such indemnification payment, any member payment for Losses relating to a breach of the Ironwood GroupTax Matters Agreement, on the one hand, may make such indemnification payment to any member of the Cyclerion Group, on the other hand, and vice versa. All which indemnification payments shall be treated in accordance with the manner described in Tax Matters Agreement, and to the extent permitted by Law, the Parties will treat any indemnification payment paid pursuant to this Article XIIV as a capital contribution made by Integra to SeaSpine or as a distribution made by SeaSpine to Integra, as the case may be, immediately prior to the Distribution.

Indemnification Payments. (a) If Any indemnification claims against the Indemnitors shall first be applied to any Party (Company Ordinary Shares owned by the “Payor”) is required under applicable Law to pay to a Tax Authority a Tax that another Party (Indemnitors, and then against any cash or other property owned by the “Required Party”) is liable for Indemnitors. Any indemnification obligation of an Indemnitor under this Agreement, the Payor shall provide notice to the Required Party for the amount due, accompanied by evidence of payment and a statement detailing the Taxes Article VII will be paid and describing in reasonable detail the particulars relating thereto. Such Required Party shall have a period of thirty (30) days after the receipt of notice to respond thereto. Unless the Required Party disputes the amount it is liable for under this Agreement, the Required Party shall reimburse the Payor within forty-five (455) Business Days after the determination of delivery by the Payor of the notice described above. To the extent the Required Party does not agree with the amount the Payor claims the Required Party is liable for under this Agreement, the dispute shall be resolved such obligation in accordance with Article XIIISection 7.4. Any reimbursement Notwithstanding anything to the contrary contained herein, any indemnification payments will be made to the Company or its successors. With respect to any indemnification payment, the value of each Company Ordinary Share for purposes of determining the indemnification payment shall include interest be the Company Share Price on the Tax payment computed date that the indemnification claim is finally determined in accordance with this Article VII. The Company will hold as treasury shares and not reissue/resell, and will as promptly as reasonably practicable thereafter (but in any event prior to the end of the statutory period) cancel, any Company Ordinary Shares delivered to it by Parent hereunder. Without limiting any of the foregoing or any other rights of the Indemnitees under this Agreement or any Ancillary Document or at law or equity, in the Prime Rate event that an Indemnitor fails or refuses to promptly indemnify an Indemnitee as provided herein or otherwise fails or refuses to make any payments required under any Ancillary Document, in either case, where it is established that such Indemnitor is obligated to provide such indemnification or to make such payment, the applicable Indemnitee shall, in its sole discretion, be entitled to claim a portion of the Company Ordinary Shares then owned by such Indemnitor up to an amount equal in value (based on the number of days from the date of the payment then current Company Share Price) to the Tax Authority amount owed by such Indemnitor. In the event that such Indemnitor fails to the date of reimbursement under this Section 4.2. (b) Any Tax indemnity payment required to be made by the Required Party promptly transfer any such Company Ordinary Shares pursuant to this Section 4.2 7.5, the Malacca Representative on behalf of the Company shall be reduced by any corresponding Tax Benefit payment required and hereby is authorized as the attorney-in-fact for such Indemnitor to be made transfer such Company Ordinary Shares to the Required Party proper recipient thereof as required by this Section 7.5, and may transfer such Company Ordinary Shares and cancel the other Party pursuant to Article V. For certificates for such shares on the avoidance of doubt, a Tax Benefit payment is treated as corresponding to a Tax indemnity payment to the extent the Tax Benefit realized is directly attributable to the same Tax Item (or adjustment of such Tax Item pursuant to a Final Determination) that gave rise to the Tax indemnity payment. (c) All indemnification payments under this Agreement shall be made by Ironwood directly to Cyclerion books and by Cyclerion directly to Ironwood; provided, however, that if the Parties mutually agree with respect to any such indemnification payment, any member records of the Ironwood Group, on Company and issue new share certificates to such transferee and may instruct its agents to do the one hand, may make such indemnification payment to any member of the Cyclerion Group, on the other hand, and vice versa. All indemnification payments shall be treated in the manner described in Article XIIsame.

Indemnification Payments. (a) If any a Party (the “Payor”) is required under applicable Tax Law to pay to a Tax Authority a Tax that another for which the other Party (the “Required PartyCompany”) is liable for under this Agreement, then the Payor shall provide notice to the Required Party Company for the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating theretoto such Taxes. Such The Required Party Company shall have a period of thirty ten (3010) days Business Days after the receipt of notice to respond theretorespond. Unless the Required Party Company disputes the amount it is liable for under this Agreement, the Required Party Company shall reimburse the Payor within forty-five ten (4510) Business Days of delivery by the Payor of the notice described above. To the extent the Required Party Company does not agree with the amount the Payor claims the Required Party Company is liable for under this Agreement, the dispute shall be resolved in accordance with Article XIII. Any reimbursement shall include interest on the Tax payment computed at the Prime Rate based on the number of days from the date of the payment to the Tax Authority to the date of reimbursement under this Section 4.2XII. (b) Any Tax indemnity payment required to be made by the Required Party Company pursuant to this Section 4.2 Agreement shall be reduced by any corresponding Tax Benefit payment required to be made to the Required Party Company by the other Party Company pursuant to Article V. For the avoidance of doubt, a Section 4.01. A Tax Benefit payment is shall be treated as corresponding to a Tax indemnity payment to the extent the Tax Benefit realized is directly attributable to the same Tax Item (or adjustment of such Tax Item pursuant to a Final Determination) that gave rise to the Tax indemnity payment. (c) All indemnification payments under this Agreement shall be made by Ironwood directly a Party to Cyclerion and by Cyclerion directly the other Party; provided that upon the reasonable request of a Party entitled to Ironwood; provided, however, that if the Parties mutually agree with respect to any such indemnification paymentindemnification, any member of the Ironwood Group, on the one hand, such Party’s Group may make such indemnification payment to any member of the Cyclerion other Party’s Group, on the other hand, and vice versa. All indemnification payments shall be treated in the manner described in Article XIIXI.

Indemnification Payments. (a) If any Party Company (the “Payor”) is required under applicable Tax Law to pay to a Tax Authority a Tax that another Party Company (the “Required PartyCompany”) is liable for under this Agreement, the Payor shall provide notice to the Required Party Company for the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. Such Required Party Company shall have a period of thirty (30) days after the receipt of notice to respond thereto. Unless the Required Party Company disputes the amount it is liable for under this Agreement, the Required Party Company shall reimburse the Payor within forty-five (45) Business Days of delivery by the Payor of the notice described above. To the extent the Required Party Company does not agree with the amount the Payor claims the Required Party Company is liable for under this Agreement, the dispute shall be resolved in accordance with Article XIIISection 14. Any reimbursement shall include interest on the Tax payment computed at the Prime Rate based on the number of days from the date of the payment to the Tax Authority to the date of reimbursement under this Section 4.2. 4.02. 20 (b) Any Tax indemnity payment required to be made by the Required Party Company pursuant to this Section 4.2 Agreement shall be reduced by any corresponding Tax Benefit payment required to be made to the Required Party Company by the other Party Company pursuant to Article V. Section 5. For the avoidance of doubt, a Tax Benefit payment is treated as corresponding to a Tax indemnity payment to the extent the Tax Benefit realized is directly attributable to the same Tax Item (or adjustment of such Tax Item pursuant to a Final Determination) that gave rise to the Tax indemnity payment. (c) All indemnification payments under this Agreement shall be made by Ironwood directly to Cyclerion and by Cyclerion directly to Ironwood; provided, however, that if the Parties mutually agree with respect to any such indemnification payment, any member of the Ironwood Group, on the one hand, may make such indemnification payment to any member of the Cyclerion Group, on the other hand, and vice versa. All indemnification payments shall be treated in the manner described in Article XII.