No Off-Set. Except as otherwise expressly provided in this Agreement, Buyer shall timely pay the full amount of the Fees and shall not set-off, counterclaim or otherwise withhold any amount owed to Seller under this Agreement on account of any obligation owed by Seller to Buyer under this Agreement, the Asset Purchase Agreement or any Ancillary Agreement without the written consent of Seller. To the extent Buyer is required to deduct and withhold any amounts in respect of Taxes of Seller from any amounts payable pursuant to this Agreement under any provision of U.S. federal, state, local or foreign Tax Law, the sum payable by Buyer shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.4) Seller receives an amount equal to the sum it would have received had no such deduction or withholding been made and Buyer shall indemnify and hold harmless Seller on an after tax basis, with respect thereto. Any Party that deducts and withholds amounts pursuant to this Section 2.4 shall, upon the request of the other Party, provide reasonable documentary evidence of the timely and proper remittance of such amounts.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Insys Therapeutics, Inc.), Transition Services Agreement (Insys Therapeutics, Inc.)