Common use of No Duplicative Payments Clause in Contracts

No Duplicative Payments. It is intended that the provisions of this Agreement will not result in duplicative payment of any amount (including interest) required under this Agreement. It is also intended that the provisions of this Agreement provide that 85% of the Taxable Entities’ Realized Tax Benefit for all Taxable Years be paid to the Existing Stockholders pursuant to this Agreement. Carryovers or carrybacks of any NOL or other tax item shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of Tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type; provided, however, that Pre-IPO NOLs treated as resulting in a Realized Tax Benefit for one Taxable Year shall not be treated as resulting in a Realized Tax Benefit for any other Taxable Year, and, for purposes of determining the Realized Tax Benefit for any Taxable Year, each Taxable Entity shall be assumed (a) to utilize any item of loss, deduction or credit arising in such Taxable Year (and permitted to be utilized in such Taxable Year) before carrying back or carrying forward to such Taxable Year any NOL that is permitted to be so carried back or carried forward, (b) to utilize any available Pre-IPO NOL that is permitted (or, for the absence of doubt, that would be so permitted but for such Other NOL) to be carried back or carried forward to such Taxable Year before utilizing any Other NOL, and (c) to utilize any Pre-IPO NOL in the first Taxable Year in which such Pre-IPO NOL is permitted to be utilized; provided, further, however, that, notwithstanding any other provision, the Chief Executive Officer of the Corporation, the Board and the Existing Stockholders Representative shall, acting reasonably, together determine the extent to which a Pre-IPO NOL can be carried back or carried forward to a Straddle Year or any portion thereof. If a carryover or carryback of any Tax item includes a portion that is attributable to the Pre-IPO NOLs and another portion that is not, the Corporation shall be assumed to utilize the portion attributable to the Pre-IPO NOLs before utilizing such other portion. The provisions of this Agreement shall be construed in the appropriate manner so that such intentions are realized.

No Duplicative Payments. It is intended that the provisions of this Agreement will not result in duplicative payment of any amount (including interest) required under this Agreement. It is also intended that the provisions of , and this Agreement provide that 85% of the Taxable Entities’ Realized Tax Benefit for all Taxable Years shall be paid to the Existing Stockholders pursuant to this Agreementconstrued and interpreted in accordance with such intention. Carryovers or carrybacks of any NOL or other tax Tax item shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of Tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type; provided, however, that Pre-IPO NOLs Tax Assets treated as resulting in a Realized Tax Benefit for one Taxable Year shall not be treated as resulting in a Realized Tax Benefit for any other Taxable Year, and, for purposes of determining the Realized Tax Benefit for any Taxable Year, each Taxable Entity shall be assumed (a) to utilize any item of loss, deduction or credit arising in such Taxable Year (and permitted to be utilized in such Taxable Year) before carrying back or carrying forward to such Taxable Year any NOL or other Tax item that is permitted to be so carried back or carried forward, (b) to utilize any available Pre-IPO NOL Tax Asset that is permitted (or, for the absence of doubt, that would be so permitted but for such Other NOLTax Asset) to be carried back or carried forward to such Taxable Year before utilizing any Other NOLTax Asset, and (c) to utilize any Pre-IPO NOL Tax Asset in the first Taxable Year in which such Pre-IPO NOL Tax Asset is permitted to be utilized; provided, further, however, that, notwithstanding any other provision, the Chief Executive Officer of the Corporation, the Board and the Existing Stockholders Representative shall, acting reasonably, together determine the extent to which a Pre-IPO NOL can be carried back or carried forward to a Straddle Year or any portion thereof. utilized If a carryover or carryback of any Tax item includes a portion that is attributable to the Pre-IPO NOLs Tax Assets and another portion that is not, the Corporation shall be assumed to utilize the portion attributable to the Pre-IPO NOLs Tax Assets before utilizing such other portion. The provisions of this Agreement shall be construed in the appropriate manner so that such intentions are realized.

No Duplicative Payments. It is intended that the provisions of The Corporation will not be liable under this Agreement will not result in duplicative to make any payment of amounts otherwise indemnifiable (or any Expense for which advancement is provided) hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise, except as provided in this Section 9.3. The Corporation’s obligation to indemnify or advance Expenses hereunder to Indemnitee in respect of Proceedings relating to Indemnitee’s service at the request of the Corporation as a director, officer, employee, partner, member, manager, trustee, fiduciary or agent of any other Enterprise will be reduced by any amount (including interest) required under Indemnitee has actually received as indemnification or advancement of Expenses from such other Enterprise, except as provided in this AgreementSection 9.3. It is also intended that the provisions of this Agreement provide that 85% of the Taxable Entities’ Realized Tax Benefit for all Taxable Years be paid to the Existing Stockholders pursuant to this Agreement. Carryovers or carrybacks of any NOL or other tax item shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of Tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type; provided, however, that Pre-IPO NOLs treated as resulting in a Realized Tax Benefit for one Taxable Year shall not be treated as resulting in a Realized Tax Benefit for any other Taxable Year, and, for purposes of determining the Realized Tax Benefit for any Taxable Year, each Taxable Entity shall be assumed The Corporation hereby agrees (a) that it is the indemnitor of first resort (i.e., its obligations to utilize Indemnitee are primary and any item obligation of loss, deduction any Other Indemnitor to advance expenses or credit arising in such Taxable Year (and permitted to be utilized in such Taxable Year) before carrying back provide indemnification for the same Expenses or carrying forward to such Taxable Year any NOL that is permitted to be so carried back or carried forwardliabilities incurred by Indemnitee are secondary), (b) that it shall be required to utilize any available Pre-IPO NOL that is permitted (or, advance the full amount of Expenses incurred by Indemnitee and shall be liable for the absence full amount of doubtall Losses to the extent legally permitted and as required by the terms of this Agreement, that would be so permitted but for such the Constituent Documents (or any other agreement between the Corporation and Indemnitee), without regard to any rights Indemnitee may have against the Other NOL) to be carried back or carried forward to such Taxable Year before utilizing any Other NOL, Indemnitors and (c) to utilize that it irrevocably waives, relinquishes and releases the Other Indemnitors from any Pre-IPO NOL in and all claims against the first Taxable Year in which such Pre-IPO NOL is permitted to be utilized; providedOther Indemnitors for contribution, further, however, that, notwithstanding subrogation or any other provision, the Chief Executive Officer recovery of the Corporation, the Board and the Existing Stockholders Representative shall, acting reasonably, together determine the extent to which a Pre-IPO NOL can be carried back or carried forward to a Straddle Year or any portion kind in respect thereof. If a carryover The Corporation further agrees that no advancement or carryback payment by the Other Indemnitors on behalf of Indemnitee with respect to any Tax item includes a portion that is attributable to the Pre-IPO NOLs and another portion that is not, claim for which Indemnitee has sought indemnification from the Corporation shall affect the foregoing and the Other Indemnitors shall have a right of contribution and/or be assumed to utilize the portion attributable subrogated to the Pre-IPO NOLs before utilizing extent of such other portionadvancement or payment to all of the rights of recovery of Indemnitee against the Corporation. The provisions Corporation and Indemnitee agree that the Other Indemnitors are express third party beneficiaries of the terms of this Agreement shall be construed in the appropriate manner so that such intentions are realizedSection 9.3.

No Duplicative Payments. It is intended that the provisions of this Agreement will not result in duplicative payment of any amount (including interest) required under this Agreement. It is also intended that the provisions of this Agreement provide that 85% of the Taxable Entities’ Realized Tax Benefit for all Subject Taxable Years be paid to the Existing Stockholders pursuant to this Agreement. Carryovers or carrybacks of any NOL or other tax item shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of Tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type; provided, however, that Pre-IPO NOLs Tax Attributes treated as resulting in a Realized Tax Benefit for one Taxable Year shall not be treated as resulting in a Realized Tax Benefit for any other Taxable Year, and, for purposes of determining the Realized Tax Benefit for any Taxable Year, each Taxable Entity shall be assumed (a) to utilize any item of loss, deduction or credit arising in such Taxable Year (and permitted to be utilized in such Taxable Year) before carrying back or carrying forward to such Taxable Year any NOL that is permitted to be so carried back or carried forward, (b) subject to clause (a), to utilize any available Pre-IPO NOL Tax Attribute that is permitted (or, for the absence of doubt, that would be so permitted but for such Other NOLTax Attribute) to be utilized in or carried back or carried forward to such Taxable Year before utilizing any Other NOLTax Attribute that may be utilized in or carried back or carried forward to such Taxable Year, and (c) to utilize any Pre-IPO NOL Tax Attribute in the first Subject Taxable Year in which such Pre-IPO NOL Tax Attribute is permitted to be utilized; provided, further, however, that, notwithstanding any other provision, the Chief Executive Officer of the Corporation, the Board and the Existing Stockholders Representative shall, acting reasonably, together determine the extent to which a Pre-IPO NOL Tax Attribute can be carried back or carried forward to a Straddle Year or any portion thereof. If a carryover or carryback of any Tax item includes a portion that is attributable to the Pre-IPO NOLs Tax Attributes and another portion that is not, the Corporation shall be assumed to utilize the portion attributable to the Pre-IPO NOLs Tax Attributes before utilizing such other portion. In addition, for purposes of calculating a Divestiture Acceleration Payment, Transferred Tax Attributes shall be deemed to be utilized before any other Pre-IPO Tax Attributes that would otherwise be taken into account in accordance with the principles described in the proceeding sentence. The provisions of this Agreement shall be construed in the appropriate manner so that such intentions are realized.

No Duplicative Payments. It is intended that the provisions of this Agreement will not result in duplicative payment of any amount (including interest) required under this Agreement. It is also intended that the provisions of this Agreement provide that 85% of the Taxable Entities’ Realized Tax Benefit for all Taxable Years be paid to the Existing Stockholders pursuant to this Agreement. Carryovers or carrybacks of any NOL or other tax Tax item shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of Tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type; provided, however, that Pre-IPO NOLs Tax Assets treated as resulting in a Realized Tax Benefit for one Taxable Year shall not be treated as resulting in a Realized Tax Benefit for any other Taxable Year, and, for purposes of determining the Realized Tax Benefit for any Taxable Year, each Taxable Entity shall be assumed (a) to utilize any item of loss, deduction or credit arising in such Taxable Year (and permitted to be utilized in such Taxable Year) before carrying back or carrying forward to such Taxable Year any NOL that is permitted to be so carried back or carried forward, (b) to utilize any available Pre-IPO NOL Tax Asset that is permitted (or, for the absence avoidance of doubt, that would be so permitted but for such Other NOLTax Asset) to be carried back or carried forward to such Taxable Year before utilizing any Other NOLTax Asset, and (c) to utilize any Pre-IPO NOL Tax Asset in the first Taxable Year in which such Pre-IPO NOL Tax Asset is permitted to be utilized; provided, further, however, that, notwithstanding any other provision, the Chief Executive Officer of the Corporation, the Board Corporation and the Existing Stockholders Representative shall, acting reasonably, together determine the extent to which a Pre-IPO NOL Tax Asset can be carried back or carried forward to a Straddle Year or any portion thereof. If a carryover or carryback of any Tax item includes a portion that is attributable to the Pre-IPO NOLs Tax Assets and another portion that is not, the Corporation shall be assumed to utilize the portion attributable to the Pre-IPO NOLs Tax Assets before utilizing such other portion. The provisions of this Agreement shall be construed in the appropriate manner so that such intentions are realized.

No Duplicative Payments. It is intended that the provisions of this Agreement will not result in duplicative payment of any amount (including interest) required under this Agreement. It is also intended that the provisions of this Agreement provide that 85% of the Taxable Entities’ Realized Tax Benefit for all Taxable Years be paid to the Existing Stockholders pursuant to this Agreement. Carryovers or carrybacks of any NOL or other tax Tax item shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of Tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type; provided, however, that Pre-IPO NOLs Tax Assets treated as resulting in a Realized Tax Benefit for one Taxable Year shall not be treated as resulting in a Realized Tax Benefit for any other Taxable Year, and, for purposes of determining the Realized Tax Benefit for any Taxable Year, each Taxable Entity shall be assumed (a) to utilize any item of loss, deduction or credit arising in such Taxable Year (and permitted to be utilized in such Taxable Year) before carrying back or carrying forward to such Taxable Year any NOL that is permitted to be so carried back or carried forward, (b) to utilize any available Pre-IPO NOL Tax Asset that is permitted (or, for the absence avoidance of doubt, that would be so permitted but for such Other NOLTax Asset) to be carried back or carried forward to such Taxable Year before utilizing any Other NOLTax Asset, and (c) to utilize any Pre-IPO NOL Tax Asset in the first Taxable Year in which such Pre-IPO NOL Tax Asset is permitted to be utilized; provided, further, however, that, notwithstanding any other provision, the Chief Executive Officer of the Corporation, the Board Corporation and the Existing Stockholders Representative shall, acting reasonably, together determine the extent to which a Pre-IPO NOL Tax Asset can be carried back or carried forward to a Straddle Year or any portion thereof. If a carryover or carryback of any Tax item includes a portion that is attributable to the Pre-IPO NOLs Tax Assets and another portion that is not, the Corporation shall be assumed to utilize the portion attributable to the Pre-IPO NOLs Tax Assets before utilizing such other portion. Notwithstanding the foregoing, for purposes of calculating the Realized Tax Benefit attributable to the Pre-IPO Tax Assets relating to the Taxable Entities’s ability to realize tax amortization of intangible assets relating to xxxxxxxxxx.xxx under Section 197 of the Code, the exchange rate(s) used for purposes of recording a liability on the Corporation’s financial statements for this Agreement on its effective date shall be used for all relevant Taxable Years. The provisions of this Agreement shall be construed in the appropriate manner so that such intentions are realized.

No Duplicative Payments. It The Corporation will not be liable under this Agreement to make any payment of amounts otherwise indemnifiable (or any Expense for which advancement is intended provided) hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise, except as provided in this Section 8.3. The Corporation’s obligation to indemnify or advance Expenses hereunder to Indemnitee in respect of Applicable Proceedings relating to Indemnitee’s service at the provisions request of the Corporation in an Enterprise Corporate Status of any other Enterprise will be reduced by any amount Indemnitee has actually received as indemnification or advancement of Expenses from such other Enterprise, except as provided in this Section 8.3. The Corporation hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of Expenses and/or insurance provided by Other Indemnitors. The Corporation hereby agrees, to the extent it is determined pursuant to the terms and conditions of this Agreement will not result in duplicative payment of any amount (including interest) required under this Agreement. It is also intended that the provisions of this Agreement provide that 85% of the Taxable Entities’ Realized Tax Benefit Corporation has an indemnification or Expense Advance obligation to Indemnitee for all Taxable Years be paid to the Existing Stockholders pursuant to this Agreement. Carryovers or carrybacks of any NOL or other tax item shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of Tax lawa particular matter, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type; provided, however, that Pre-IPO NOLs treated as resulting in a Realized Tax Benefit for one Taxable Year shall not be treated as resulting in a Realized Tax Benefit for any other Taxable Year, and, for purposes of determining the Realized Tax Benefit for any Taxable Year, each Taxable Entity shall be assumed (a) that it is the indemnitor of first resort (i.e., its obligations to utilize Indemnitee are primary and any item obligation of loss, deduction any Other Indemnitor to advance expenses or credit arising in such Taxable Year (and permitted to be utilized in such Taxable Year) before carrying back provide indemnification for the same Expenses or carrying forward to such Taxable Year any NOL that is permitted to be so carried back or carried forwardliabilities incurred by Indemnitee are secondary), (b) that it shall be required to utilize any available Pre-IPO NOL that is permitted (or, advance the full amount of Expenses incurred by Indemnitee and shall be liable for the absence full amount of doubtall Losses to the extent legally permitted and as required by the terms of this Agreement, that would be so permitted but for such the D&O Insurance, the Constituent Documents (or any other agreement between the Corporation and Indemnitee (other than any Existing Agreement)), without regard to any rights Indemnitee may have against the Other NOL) to be carried back or carried forward to such Taxable Year before utilizing any Other NOL, Indemnitors and (c) to utilize that it irrevocably waives, relinquishes and releases the Other Indemnitors from any Pre-IPO NOL in and all claims against the first Taxable Year in which such Pre-IPO NOL is permitted to be utilized; providedOther Indemnitors for contribution, further, however, that, notwithstanding subrogation or any other provision, the Chief Executive Officer recovery of the Corporation, the Board and the Existing Stockholders Representative shall, acting reasonably, together determine the extent to which a Pre-IPO NOL can be carried back or carried forward to a Straddle Year or any portion kind in respect thereof. If a carryover The Corporation further agrees that no advancement or carryback payment by the Other Indemnitors on behalf of Indemnitee with respect to any Tax item includes a portion that is attributable to the Pre-IPO NOLs and another portion that is not, claim for which Indemnitee has sought indemnification from the Corporation shall affect the foregoing and the Other Indemnitors shall have a right of contribution and/or be assumed to utilize the portion attributable subrogated to the Pre-IPO NOLs before utilizing extent of such other portionadvancement or payment to all of the rights of recovery of Indemnitee against the Corporation. The provisions Corporation and Indemnitee agree that the Other Indemnitors are express third party beneficiaries of the terms of this Agreement shall be construed in the appropriate manner so that such intentions are realizedSection 8.3.

No Duplicative Payments. It is intended that the provisions of this Agreement will not result in duplicative payment of any amount (including interest) required under this Agreement. It is also intended that the provisions of this Agreement provide that 85% of the Taxable Entities’ Realized Tax Benefit for all Taxable Years be paid to the Existing Stockholders pursuant to this Agreement. Carryovers or carrybacks of any NOL or other tax Tax item shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of Tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type; provided, however, that Pre-IPO NOLs Tax Assets treated as resulting in a Realized Tax Benefit for one Taxable Year shall not be treated as resulting in a Realized Tax Benefit for any other Taxable Year, and, for purposes of determining the Realized Tax Benefit for any Taxable Year, each Taxable Entity shall be assumed (a) to utilize any item of loss, deduction or credit arising in such Taxable Year (and permitted to be utilized in such Taxable Year) before carrying back or carrying forward to such Taxable Year any NOL that is permitted to be so carried back or carried forward, (b) to utilize any available Pre-IPO NOL Tax Asset that is permitted (or, for the absence avoidance of doubt, that would be so permitted but for such Other NOLTax Asset) to be carried back or carried forward to such Taxable Year before utilizing any Other NOLTax Asset, and (c) to utilize any Pre-IPO NOL Tax Asset in the first Taxable Year in which such Pre-IPO NOL Tax Asset is permitted to be utilized; provided, further, however, that, notwithstanding any other provision, the Chief Executive Officer of the Corporation, the Board Corporation and the Existing Stockholders Representative shall, acting reasonably, together determine the extent to which a Pre-IPO NOL Tax Asset can be carried back or carried forward to a Straddle Year or any portion thereof. If a carryover or carryback of any Tax item includes a portion that is attributable to the Pre-IPO NOLs Tax Assets and another portion that is not, the Corporation shall be assumed to utilize the portion attributable to the Pre-IPO NOLs Tax Assets before utilizing such other portion. The provisions of this Agreement shall be construed in the appropriate manner so that such intentions are realized.

No Duplicative Payments. It is intended that the provisions of this Agreement will not result in duplicative payment of any amount (including interest) required under this Agreement. It is also intended that the provisions of this Agreement provide that 85% of the Taxable Entities’ Realized Tax Benefit for all Taxable Years be paid to the Existing Stockholders LHI pursuant to this Agreement. Carryovers or carrybacks of any NOL or other tax item shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of state or local Tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type; provided, however, that Pre-IPO NOLs treated as resulting in a Realized Tax Benefit for one Taxable Year shall not be treated as resulting in a Realized Tax Benefit for any other Taxable Year, and, for purposes of determining the Realized Tax Benefit for any Taxable Year, each Taxable Entity shall be assumed (a) to utilize any item of loss, deduction or credit arising in such Taxable Year (and permitted to be utilized in such Taxable Year) before carrying back or carrying forward to such Taxable Year any NOL that is permitted to be so carried back or carried forward, (b) to utilize any available Pre-IPO NOL that is permitted (or, for the absence of doubt, that would be so permitted but for such Other NOL) to be carried back or carried forward to such Taxable Year before utilizing any Other NOL, and (c) to utilize any Pre-IPO NOL in the first Taxable Year in which such Pre-IPO NOL is permitted to be utilized; provided, further, however, that, notwithstanding any other provision, the Chief Executive Officer of the CorporationUS NewCo, the Board and the Existing Stockholders Representative LHI shall, acting reasonably, together determine the extent to which a Pre-IPO NOL can be carried back or carried forward to a Straddle Year or any portion thereof. If a carryover or carryback of any Tax item includes a portion that is attributable to the Pre-IPO NOLs and another portion that is not, the Corporation US NewCo shall be assumed to utilize the portion attributable to the Pre-IPO NOLs before utilizing such other portion. The provisions of this Agreement shall be construed in the appropriate manner so that such intentions are realized.

No Duplicative Payments. It is intended that the provisions of The Corporation will not be liable under this Agreement will not result in duplicative to make any payment of amounts otherwise indemnifiable (or any Expense for which advancement is provided) hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise, except as provided in this Section 9.3. The Corporation’s obligation to indemnify or advance Expenses hereunder to Indemnitee in respect of Proceedings relating to Indemnitee’s service at the request of the Corporation as a director, officer, employee, partner, member, manager, trustee, fiduciary or agent of any other Enterprise will be reduced by any amount (including interest) required under Indemnitee has actually received as indemnification or advancement of Expenses from such other Enterprise, except as provided in this AgreementSection 9.3. It is also intended that the provisions of this Agreement provide that 85% of the Taxable Entities’ Realized Tax Benefit for all Taxable Years be paid to the Existing Stockholders pursuant to this Agreement. Carryovers or carrybacks of any NOL or other tax item shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of Tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type; provided, however, that Pre-IPO NOLs treated as resulting in a Realized Tax Benefit for one Taxable Year shall not be treated as resulting in a Realized Tax Benefit for any other Taxable Year, and, for purposes of determining the Realized Tax Benefit for any Taxable Year, each Taxable Entity shall be assumed The Corporation hereby agrees (a) that it is the indemnitor of first resort (i.e., its obligations to utilize Indemnitee are primary and any item obligation of loss, deduction any Other Indemnitor to advance expenses or credit arising in such Taxable Year (and permitted to be utilized in such Taxable Year) before carrying back provide indemnification for the same Expenses or carrying forward to such Taxable Year any NOL that is permitted to be so carried back or carried forwardLosses incurred by Indemnitee are secondary), (b) that it shall be required to utilize any available Pre-IPO NOL that is permitted (or, advance the full amount of Expenses incurred by Indemnitee and shall be liable for the absence full amount of doubtall Losses to the extent legally permitted and as required by the terms of this Agreement, that would be so permitted but for such the Constituent Documents (or any other agreement between the Corporation and Indemnitee), without regard to any rights Indemnitee may have against the Other NOL) to be carried back or carried forward to such Taxable Year before utilizing any Other NOL, Indemnitors and (c) to utilize that it irrevocably waives, relinquishes and releases the Other Indemnitors from any Pre-IPO NOL in and all claims against the first Taxable Year in which such Pre-IPO NOL is permitted to be utilized; providedOther Indemnitors for contribution, further, however, that, notwithstanding subrogation or any other provision, the Chief Executive Officer recovery of the Corporation, the Board and the Existing Stockholders Representative shall, acting reasonably, together determine the extent to which a Pre-IPO NOL can be carried back or carried forward to a Straddle Year or any portion kind in respect thereof. If a carryover The Corporation further agrees that no advancement or carryback payment by the Other Indemnitors on behalf of Indemnitee with respect to any Tax item includes a portion that is attributable to the Pre-IPO NOLs and another portion that is not, claim for which Indemnitee has sought indemnification from the Corporation shall affect the foregoing and the Other Indemnitors shall have a right of contribution and/or be assumed to utilize the portion attributable subrogated to the Pre-IPO NOLs before utilizing extent of such other portionadvancement or payment to all of the rights of recovery of Indemnitee against the Corporation. The provisions Corporation and Indemnitee agree that the Other Indemnitors are express third party beneficiaries of the terms of this Agreement shall be construed in the appropriate manner so that such intentions are realizedSection 9.3.

No Duplicative Payments. It is intended that the provisions of The Company will not be liable under this Agreement will not result in duplicative to make any payment of amounts otherwise indemnifiable (or any Expense Advance) hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise, except as provided in this Section 9.3. The Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee in respect of Proceedings relating to Indemnitee’s Corporate Status will be reduced by any amount (including interest) required under Indemnitee has actually received as indemnification or Expense Advance from another Enterprise, except as provided in this AgreementSection 9.3. It is also intended that the provisions of this Agreement provide that 85% of the Taxable Entities’ Realized Tax Benefit for all Taxable Years be paid to the Existing Stockholders pursuant to this Agreement. Carryovers or carrybacks of any NOL or other tax item shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of Tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type; provided, however, that Pre-IPO NOLs treated as resulting in a Realized Tax Benefit for one Taxable Year shall not be treated as resulting in a Realized Tax Benefit for any other Taxable Year, and, for purposes of determining the Realized Tax Benefit for any Taxable Year, each Taxable Entity shall be assumed The Company hereby agrees (a) that it is the indemnitor of first resort (i.e., its obligations to utilize Indemnitee are primary and any item obligation of loss, deduction any Other Indemnitor to advance Expenses or credit arising in such Taxable Year (and permitted to be utilized in such Taxable Year) before carrying back provide indemnification for the same Expenses or carrying forward to such Taxable Year any NOL that is permitted to be so carried back or carried forwardLosses incurred by Indemnitee are secondary), (b) that it shall be required to utilize any available Pre-IPO NOL that is permitted (or, advance the full amount of Expenses incurred by Indemnitee and shall be liable for the absence full amount of doubtall Losses to the extent legally permitted and as required by the terms of this Agreement, that would be so permitted but for such the D&O Insurance Policies, the Constituent Documents (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Other NOL) to be carried back or carried forward to such Taxable Year before utilizing any Other NOL, Indemnitors and (c) to utilize that it irrevocably waives, relinquishes and releases the Other Indemnitors from any Pre-IPO NOL in and all claims against the first Taxable Year in which such Pre-IPO NOL is permitted to be utilized; providedOther Indemnitors for contribution, further, however, that, notwithstanding subrogation or any other provision, recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Chief Executive Officer Other Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing and the Other Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the Corporation, rights of recovery of Indemnitee against the Board and the Existing Stockholders Representative shall, acting reasonably, together determine the extent to which a Pre-IPO NOL can be carried back or carried forward to a Straddle Year or any portion thereof. If a carryover or carryback of any Tax item includes a portion that is attributable to the Pre-IPO NOLs and another portion that is not, the Corporation shall be assumed to utilize the portion attributable to the Pre-IPO NOLs before utilizing such other portionCompany. The provisions Company and Indemnitee agree that the Other Indemnitors are express third party beneficiaries of the terms of this Agreement shall be construed in the appropriate manner so that such intentions are realizedSection 9.3.

No Duplicative Payments. It is intended that the provisions of The Corporation will not be liable under this Agreement will not result in duplicative to make any payment of amounts otherwise indemnifiable (or any Expense for which advancement is provided) hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise, except as provided in this Section 9.3. The Corporation’s obligation to indemnify or advance Expenses hereunder to Indemnitee in respect of Proceedings relating to Indemnitee’s service at the request of the Corporation as a director, officer, employee, partner, member, manager, trustee, fiduciary or agent of any other Enterprise will be reduced by any amount (including interest) required under Indemnitee has actually received as indemnification or advancement of Expenses from such other Enterprise, except as provided in this AgreementSection 9.3. It is also intended that the provisions of this Agreement provide that 85% of the Taxable Entities’ Realized Tax Benefit for all Taxable Years be paid to the Existing Stockholders pursuant to this Agreement. Carryovers or carrybacks of any NOL or other tax item shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of Tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type; provided, however, that Pre-IPO NOLs treated as resulting in a Realized Tax Benefit for one Taxable Year shall not be treated as resulting in a Realized Tax Benefit for any other Taxable Year, and, for purposes of determining the Realized Tax Benefit for any Taxable Year, each Taxable Entity shall be assumed The Corporation hereby agrees (a) that in relation to utilize any item Other Indemnitor it is the indemnitor of lossfirst resort (i.e., deduction its obligations to Indemnitee are primary and any obligation of any Other Indemnitor to advance expenses or credit arising in such Taxable Year (and permitted to be utilized in such Taxable Year) before carrying back provide indemnification for the same Expenses or carrying forward to such Taxable Year any NOL that is permitted to be so carried back or carried forwardliabilities incurred by Indemnitee are secondary), (b) that it shall be required to utilize any available Pre-IPO NOL that is permitted (or, advance the full amount of Expenses incurred by Indemnitee and shall be liable for the absence full amount of doubtall Losses to the extent legally permitted and as required by the terms of this Agreement, that would be so permitted but for such the Constituent Documents (or any other agreement between the Corporation and Indemnitee), without regard to any rights Indemnitee may have against the Other NOL) to be carried back or carried forward to such Taxable Year before utilizing any Other NOL, Indemnitors and (c) to utilize that it irrevocably waives, relinquishes and releases the Other Indemnitors from any Pre-IPO NOL in and all claims against the first Taxable Year in which such Pre-IPO NOL is permitted to be utilized; providedOther Indemnitors for contribution, further, however, that, notwithstanding subrogation or any other provision, the Chief Executive Officer recovery of the Corporation, the Board and the Existing Stockholders Representative shall, acting reasonably, together determine the extent to which a Pre-IPO NOL can be carried back or carried forward to a Straddle Year or any portion kind in respect thereof. If a carryover The Corporation further agrees that no advancement or carryback payment by the Other Indemnitors on behalf of Indemnitee with respect to any Tax item includes a portion that is attributable to the Pre-IPO NOLs and another portion that is not, claim for which Indemnitee has sought indemnification from the Corporation shall affect the foregoing and the Other Indemnitors shall have a right of contribution and/or be assumed to utilize the portion attributable subrogated to the Pre-IPO NOLs before utilizing extent of such other portionadvancement or payment to all of the rights of recovery of Indemnitee against the Corporation. The provisions Corporation and Indemnitee agree that the Other Indemnitors are express third party beneficiaries of the terms of this Agreement shall be construed in the appropriate manner so that such intentions are realizedSection 9.3.

No Duplicative Payments. It is intended that the provisions of The Corporation will not be liable under this Agreement will not result in duplicative to make any payment of amounts otherwise indemnifiable (or any Expense Advance) hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise, except as provided in this Section 9.3. The Corporation’s obligation to indemnify or advance Expenses hereunder to Indemnitee in respect of Proceedings relating to Indemnitee’s Corporate Status will be reduced by any amount (including interest) required under Indemnitee has actually received as indemnification or Expense Advance from another Enterprise, except as provided in this AgreementSection 9.3. It is also intended that the provisions of this Agreement provide that 85% of the Taxable Entities’ Realized Tax Benefit for all Taxable Years be paid to the Existing Stockholders pursuant to this Agreement. Carryovers or carrybacks of any NOL or other tax item shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of Tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type; provided, however, that Pre-IPO NOLs treated as resulting in a Realized Tax Benefit for one Taxable Year shall not be treated as resulting in a Realized Tax Benefit for any other Taxable Year, and, for purposes of determining the Realized Tax Benefit for any Taxable Year, each Taxable Entity shall be assumed The Corporation hereby agrees (a) that it is the indemnitor of first resort (i.e., its obligations to utilize Indemnitee are primary and any item obligation of loss, deduction any Other Indemnitor to advance Expenses or credit arising in such Taxable Year (and permitted to be utilized in such Taxable Year) before carrying back provide indemnification for the same Expenses or carrying forward to such Taxable Year any NOL that is permitted to be so carried back or carried forwardliabilities incurred by Indemnitee are secondary), (b) that it shall be required to utilize any available Pre-IPO NOL that is permitted (or, advance the full amount of Expenses incurred by Indemnitee and shall be liable for the absence full amount of doubtall Losses to the extent legally permitted and as required by the terms of this Agreement, that would be so permitted but for such the D&O Insurance Policies, the Constituent Documents (or any other agreement between the Corporation and Indemnitee), without regard to any rights Indemnitee may have against the Other NOL) to be carried back or carried forward to such Taxable Year before utilizing any Other NOL, Indemnitors and (c) to utilize that it irrevocably waives, relinquishes and releases the Other Indemnitors from any Pre-IPO NOL in and all claims against the first Taxable Year in which such Pre-IPO NOL is permitted to be utilized; providedOther Indemnitors for contribution, further, however, that, notwithstanding subrogation or any other provision, the Chief Executive Officer recovery of the Corporation, the Board and the Existing Stockholders Representative shall, acting reasonably, together determine the extent to which a Pre-IPO NOL can be carried back or carried forward to a Straddle Year or any portion kind in respect thereof. If a carryover The Corporation further agrees that no advancement or carryback payment by the Other Indemnitors on behalf of Indemnitee with respect to any Tax item includes a portion that is attributable to the Pre-IPO NOLs and another portion that is not, claim for which Indemnitee has sought indemnification from the Corporation shall affect the foregoing and the Other Indemnitors shall have a right of contribution and/or be assumed to utilize the portion attributable subrogated to the Pre-IPO NOLs before utilizing extent of such other portionadvancement or payment to all of the rights of recovery of Indemnitee against the Corporation. The provisions Corporation and Indemnitee agree that the Other Indemnitors are express third party beneficiaries of the terms of this Agreement shall be construed in the appropriate manner so that such intentions are realizedSection 9.3.

No Duplicative Payments. It The Corporation will not be liable under this Agreement to make any payment of amounts otherwise indemnifiable (or any Expense for which advancement is intended provided) hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise, except as provided in this Section 8.3. The Corporation’s obligation to indemnify or advance Expenses hereunder to Indemnitee in respect of Applicable Proceedings relating to Indemnitee’s service at the provisions request of the Corporation in an Enterprise Corporate Status of any other Enterprise will be reduced by any amount Indemnitee has actually received as indemnification or advancement of Expenses from such other Enterprise, except as provided in this Section 8.3. The Corporation hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of Expenses and/or insurance provided by Other Indemnitors. The Corporation hereby agrees, to the extent it is determined pursuant to the terms and conditions of this Agreement will not result in duplicative payment of any amount (including interest) required under this Agreement. It is also intended that the provisions of this Agreement provide that 85% of the Taxable Entities’ Realized Tax Benefit Corporation has an indemnification or Expense Advance obligation to Indemnitee for all Taxable Years be paid to the Existing Stockholders pursuant to this Agreement. Carryovers or carrybacks of any NOL or other tax item shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of Tax lawa particular matter, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type; provided, however, that Pre-IPO NOLs treated as resulting in a Realized Tax Benefit for one Taxable Year shall not be treated as resulting in a Realized Tax Benefit for any other Taxable Year, and, for purposes of determining the Realized Tax Benefit for any Taxable Year, each Taxable Entity shall be assumed (a) that it is the indemnitor of first resort (i.e., its obligations to utilize Indemnitee are primary and any item obligation of loss, deduction any Other Indemnitor to advance expenses or credit arising in such Taxable Year (and permitted to be utilized in such Taxable Year) before carrying back provide indemnification for the same Expenses or carrying forward to such Taxable Year any NOL that is permitted to be so carried back or carried forwardliabilities incurred by Indemnitee are secondary), (b) that it shall be required to utilize any available Pre-IPO NOL that is permitted (or, advance the full amount of Expenses incurred by Indemnitee and shall be liable for the absence full amount of doubtall Losses to the extent legally permitted and as required by the terms of this Agreement, that would be so permitted but for such the D&O Insurance, the Constituent Documents (or any other agreement between the Corporation and Indemnitee (other than any Existing Agreement)), without regard to any rights Indemnitee may have against the Other NOL) to be carried back or carried forward to such Taxable Year before utilizing any Other NOL, Indemnitors and (c) to utilize that it irrevocably waives, relinquishes and releases the Other Indemnitors from any Pre-IPO NOL in and all claims against the first Taxable Year in which such Pre-IPO NOL is permitted to be utilized; providedOther Indemnitors for contribution, further, however, that, notwithstanding subrogation or any other provision, the Chief Executive Officer recovery of the Corporation, the Board and the Existing Stockholders Representative shall, acting reasonably, together determine the extent to which a Pre-IPO NOL can be carried back or carried forward to a Straddle Year or any portion kind in respect thereof. If a carryover The Corporation further agrees that no advancement or carryback payment by the Other Indemnitors on behalf of Indemnitee with respect to any Tax item includes a portion that is attributable to the Pre-IPO NOLs and another portion that is not, claim for which Xxxxxxxxxx has sought indemnification from the Corporation shall affect the foregoing and the Other Indemnitors shall have a right of contribution and/or be assumed to utilize the portion attributable subrogated to the Pre-IPO NOLs before utilizing extent of such other portionadvancement or payment to all of the rights of recovery of Indemnitee against the Corporation. The provisions Corporation and Indemnitee agree that the Other Indemnitors are express third party beneficiaries of the terms of this Agreement shall be construed in the appropriate manner so that such intentions are realizedSection 8.3.