Duplicative Payments. It is intended that the provisions of this Agreement will not result in a duplicative payment of any amount (including interest) required under this Agreement. It is also intended that the provisions of this Agreement, subject to ARTICLE IV and Section 7.13, will result in 85% of the Cumulative Net Realized Tax Benefit (Shared) and Cumulative Net Realized Tax Benefit (Not Shared) (but calculated by taking into account all Exchanges by all Holders as of any time) as of any determination date being paid to the Holders pursuant to this Agreement. The provisions of this Agreement shall be construed in the appropriate manner to ensure such intentions are realized. For the avoidance of doubt, interest shall not accrue under more than one provision of this Agreement for any specific period of time.
Duplicative Payments. It is intended that the provisions of this Agreement will not result in a duplicative payment of any amount (including interest) required under this Agreement. It is also intended that the provisions of this Agreement, subject to ARTICLE IV and Section 7.12, will result in 85% of the Cumulative Net Realized Tax Benefit (but calculated taking into account all Exchanges by all LLC Unit Holders as of any time) as of any determination date being paid to the LLC Unit Holders pursuant to this Agreement. The provisions of this Agreement shall be construed in the appropriate manner to ensure such intentions are realized.
Duplicative Payments. It is intended that the provisions of this Agreement will not result in a duplicative payment of any amount required under this Agreement. It is also intended that the provisions of this Agreement, subject to ARTICLE IV and Section 7.15, will result in an amount equal to 50% of the Cumulative Net Realized Tax Benefit as of any determination date having been paid to the Stockholders pursuant to this Agreement, plus interest as provided herein; provided, that, for the avoidance of doubt, the foregoing shall not be construed as creating a clawback obligation in the event that more than 50% of the Cumulative Net Realized Tax Benefit has been paid to the Stockholders as a result of a subsequent reduction in the Cumulative Net Realized Tax Benefit pursuant to a Determination or otherwise. The provisions of this Agreement shall be construed in the appropriate manner to ensure such intentions are realized.
Duplicative Payments. It is intended that the provisions of this Agreement will not result in a duplicative payment of any amount (including interest) required under this Agreement. It is also intended that the provisions of (i) this Agreement, subject to ARTICLE IV and Section 7.12 and (ii) the Continuing Limited Partners Tax Receivable Agreement, subject to Article IV and Section 7.12 of the Continuing Limited Partners Tax Receivable Agreement, will result in 85% of the Cumulative Net Realized Tax Benefit (but calculated taking into account all Mergers by all Exchanged Owners and all Exchanges by all Partnership Interest Holders as of any time) as of any determination date being paid in the aggregate to the Exchanged Owners pursuant to this Agreement and the Partnership Interest Holders pursuant to the Continuing Limited Partners Tax Receivable Agreement. The provisions of this Agreement shall be construed in the appropriate manner to ensure such intentions are realized.
Duplicative Payments. It is intended that the provisions of this Agreement will not result in a duplicative payment of any amount (including interest) required under this Agreement. It is also intended that the provisions of (i) this Agreement, subject to ARTICLE IV and Section 7.12 and (ii) the Former LLC Owner TRA, subject to Article IV and section 7.12 of the Former LLC Owner TRA, will result in 85% of the Cumulative Net Realized Tax Benefit (but calculated taking into account all Exchanges by all LLC Unit Holders as of any time and all Mergers by all Exchanged Owners) as of any determination date being paid in the aggregate to the LLC Unit Holders pursuant to this Agreement and the Exchanged Owners pursuant to the Former LLC Owner TRA. The provisions of this Agreement shall be construed in the appropriate manner to ensure such intentions are realized.
Duplicative Payments. In no event shall Seller or Cardinal be required to make any payment for Damages to Agent or any other Seller Indemnified Party pursuant to Section 9.2(h) that is duplicative of any amount paid by Cardinal or Seller to any other Seller Indemnified Party pursuant to Section 9.2(h). For the purposes of clarity, the Parties agree that with respect to Indemnification Claims arising under Section 9.2(h), the Seller Indemnified Parties may each have incurred separate and different out of pocket expenses relating to the same Indemnification Claim and nothing herein shall preclude any Seller Indemnified Party from recovering the amount of such out of pocket expenses to the extent such amounts are separate and different and to the extent that such amounts would be otherwise recoverable hereunder.
Duplicative Payments. No payments pursuant to this Agreement shall be duplicative of any payments under the [Distribution Agreement] entered into as of the date hereof or vice versa. To the extent that, without regard to this sentence, an Indemnified Party has a right to be indemnified under both this Agreement and such other agreement with respect to any Tax liability, such indemnification right with respect to such Tax liability shall be governed exclusively by this Agreement.
Duplicative Payments. 63 Annex A Principal Stockholders Annex B Other Stockholders Annex C Form of Letter of Credit Annex D Form of Refunding Agreement and Guaranty Annex E Form of Opinion of Sellers' Counsel Annex F Form of Irrevocable Power of Attorney MASTER AGREEMENT MASTER AGREEMENT (the "Agreement"), dated as of May 17, 1998, by and among each of the persons listed on Annex A hereto (the "Principal Stockholders"), each of the persons listed on Annex B hereto (the "Other Stockholders" and collectively with the Principal Stockholders, the "Sellers" and each of the Sellers, individually, a "Seller"), Richard G. Schneidman, as Designated Stockholder, and Journal Register Company, x Xxxxxxxx xxxxxxxxxon ("Buyer").
Duplicative Payments. Nothing in this Agreement is intended to provide that either party shall be entitled to any payment, whether as a purchase price adjustment, indemnification or payment, or payment for loss or damage or otherwise, to the extent such payment is for an amount which has otherwise been paid pursuant to a separate provision of this Agreement. Buyer and Sellers agree that no party is entitled to be paid twice for the same matter or obligation, notwithstanding any provision to the contrary in this Agreement.
Duplicative Payments. The Indemnitee otherwise receives payment of the amounts indemnifiable hereunder from any insurance policy, the Charter, the By-Laws, any other agreement of the Company, or otherwise; or
