Common use of No Duplication of Payments Clause in Contracts

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim made against the Indemnitee to the extent the Indemnitee has otherwise actually received payment (under any insurance policy, governing or organizational document, vote, agreement or otherwise) of the amounts otherwise indemnifiable hereunder.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim Claim made against the Indemnitee to the extent the Indemnitee has otherwise actually received payment (under any insurance policy, governing or organizational documentprovision of the Company’s Certificate of Incorporation, vote, agreement bylaws or otherwise) of the amounts otherwise indemnifiable payable hereunder, except as provided in Section 19 below.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim Claim made against the Indemnitee to the extent the Indemnitee has otherwise actually received payment (under any insurance policy, governing or organizational documentany provision of the Company’s Bye-Laws, vote, agreement or otherwise) of the amounts otherwise indemnifiable hereunder.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim made against the Indemnitee in connection with any threatened, pending or completed action, suit or proceeding to the extent the Indemnitee has otherwise actually received payment (under any insurance policy, governing or organizational document, vote, agreement provision of a Charter Document or otherwise) of the amounts otherwise indemnifiable hereunder.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim made against the Indemnitee to the extent the Indemnitee lndemnitee has otherwise actually received payment (under any insurance policy, governing or organizational document, vote, agreement or otherwise) of the amounts otherwise indemnifiable hereunder.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim Claim made against the an Indemnitee to the extent the such Indemnitee has otherwise actually received payment (under any insurance policy, governing or organizational document, vote, agreement Bylaw or otherwise) of the amounts otherwise indemnifiable hereunder.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim made against to the Indemnitee under this Agreement to the extent that the Indemnitee has otherwise actually received payment (under any insurance policy, governing or organizational document, vote, agreement or otherwise) of the amounts otherwise indemnifiable payable hereunder.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim made against the Indemnitee to the extent the Indemnitee has otherwise actually received payment (under any insurance policy, governing or organizational document, vote, agreement or otherwise) of the amounts otherwise indemnifiable hereunder.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim Claim made against the any Indemnitee to the extent the such Indemnitee has otherwise actually received payment (under any insurance policy, governing or organizational documentthe Company’s Certificate of Incorporation, vote, agreement its Bylaws or otherwise) of the amounts otherwise indemnifiable hereunder.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim Claim made against the any Indemnitee to the extent the such Indemnitee has otherwise actually received payment (under any insurance policy, governing or organizational documentArticles, vote, agreement Bylaws or otherwise) of the amounts otherwise indemnifiable hereunder.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim Claim made against the Indemnitee to the extent the Indemnitee has otherwise actually received payment (under any insurance policy, governing or organizational document, vote, agreement the Bylaws of the Company or otherwise) in respect of the amounts otherwise indemnifiable hereundersuch Claim.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim Claim made against the any Indemnitee to the extent the such Indemnitee has otherwise actually received payment (under any insurance policy, governing or organizational documentthe Articles, vote, agreement the Bylaws or otherwise) of the amounts otherwise indemnifiable hereunder.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim made against the Indemnitee Losses or Expense to the extent the Indemnitee has otherwise actually received payment (under any insurance policy, governing or organizational documentany provision of the Certificate of Incorporation, voteBylaws, agreement or otherwise) of the amounts otherwise indemnifiable hereunder.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim Claim made against the Indemnitee to the extent the Indemnitee has otherwise actually received payment (under any insurance policy, governing or organizational document, vote, agreement the Company's Amended Memorandum and Articles of Association or otherwise) of the amounts otherwise indemnifiable hereunder.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim Claim made against the Indemnitee to the extent the Indemnitee has otherwise actually received payment (under any insurance policy, governing or organizational document, vote, agreement the Company’s Corporate Provisions or otherwise) of the amounts otherwise indemnifiable hereunder.

No Duplication of Payments. The Except as otherwise set forth in Section 3(b) above, the Company shall not be liable under this Agreement to make any payment in connection with any claim Claim made against the Indemnitee to the extent the Indemnitee has otherwise actually received payment (under any insurance policy, governing or organizational documentcertificate of incorporation, vote, agreement bylaw or otherwise) of the amounts otherwise indemnifiable hereunder.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim Claim made against the any Indemnitee to the extent the Indemnitee has otherwise actually received payment (under any insurance policy, governing or organizational documentCertificate, vote, agreement Bylaws or otherwise) of the amounts otherwise indemnifiable hereunder.

No Duplication of Payments. The Company shall not be liable under this Agreement to make payment of any payment in connection with any claim made against amount to the Indemnitee to the extent the Indemnitee has otherwise actually received payment of such amount (or such amount has otherwise been paid on behalf of the Indemnitee) under any insurance policy, governing the certificate of incorporation or organizational document, vote, agreement bylaws of the Company or otherwise) of the amounts otherwise indemnifiable hereunder.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim Claim made against the Indemnitee to the extent the Indemnitee has otherwise actually received payment (under any insurance policy, governing or organizational documentany provision of the By-Laws, vote, agreement or otherwise) of the amounts otherwise indemnifiable hereunder.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim Claim made against the an Indemnitee to the extent the such Indemnitee has otherwise actually received payment (under any insurance policy, governing or organizational documentprovision of the Company’s Memorandum of Association, vote, agreement its Bye-laws or otherwise) of the amounts otherwise indemnifiable payable hereunder.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim made against the Indemnitee Claim to the extent the Indemnitee has otherwise actually received and retained payment (under any insurance policy, governing or organizational document, vote, agreement any provision of the Certificate of Incorporation or otherwise) of the amounts otherwise indemnifiable hereunder.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim Claim made against the any Indemnitee to the extent the Indemnitee has otherwise actually received payment (under any insurance policy, governing the organizational documents of the Company or organizational document, vote, agreement a subsidiary of the Company or otherwise) of the amounts otherwise indemnifiable hereunder.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim made against the Indemnitee Claim to the extent the Indemnitee has otherwise actually received payment (under any insurance policy, governing or organizational document, vote, agreement By-Law or otherwise) of the amounts otherwise indemnifiable hereunder.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim Claim made against the an Indemnitee to the extent the Indemnitee has otherwise actually received payment (under any insurance policy, governing or organizational document, vote, agreement policy or otherwise) of the amounts otherwise indemnifiable hereunder.

No Duplication of Payments. The Neither the Company nor any Series shall not be liable under this Agreement to make any payment in connection with any claim Claim made against the Indemnitee to the extent the Indemnitee has otherwise actually received payment (under any insurance policy, governing or organizational documentany provision of the Operating Agreement, vote, agreement or otherwise) of the amounts otherwise indemnifiable hereunder.

No Duplication of Payments. The [Subject to Section 21 hereof, the][The] Company shall not be liable under this Agreement to make any payment in connection with any claim made against to the Indemnitee in respect of any expenses to the extent the Indemnitee has otherwise actually received payment (under any insurance policy, governing or organizational documentany provision of the Company’s certificate of incorporation and bylaws, vote, agreement or otherwise) of the amounts with respect to such expenses otherwise indemnifiable hereunder.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim made against the Indemnitee of amounts otherwise indemnifiable under this Agreement if, and to the extent the that, Indemnitee has otherwise actually received such payment (under any contract, agreement or insurance policy, governing or organizational documentthe Articles of Association of the Company, vote, agreement or otherwise) of the amounts otherwise indemnifiable hereunder.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim Claim made against the any Indemnitee to the extent the Indemnitee has otherwise actually received payment (under any insurance policy, governing or organizational documentthe Certificate, vote, agreement the LLC Agreement or otherwise) of the amounts otherwise indemnifiable hereunder.

No Duplication of Payments. The Company Corporation shall not be liable under this Agreement to make any payment in connection with any claim made against the Indemnitee to the extent the Indemnitee has otherwise actually received payment (under any insurance policy, governing or organizational documentBy-Law, vote, agreement or otherwise) of the amounts otherwise indemnifiable hereunder.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim made against the Indemnitee to the extent the Indemnitee has otherwise actually received payment (under any insurance policy, governing or organizational document, vote, agreement Bylaw or otherwise) of the amounts otherwise indemnifiable hereunder.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim Claim made against the Indemnitee to the extent the Indemnitee has otherwise actually received payment (under any insurance policy, governing or organizational documentprovision of the Company's Certificate of Incorporation, vote, agreement Company By-law or otherwise) of the amounts otherwise indemnifiable hereunder.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim Claim made against the Indemnitee to the extent the Indemnitee has otherwise actually received payment (under any insurance policy, governing or organizational document, vote, agreement any provision of the Certificate of Incorporation or otherwise) of the amounts otherwise indemnifiable hereunder.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim Claim made against the any Indemnitee to the extent the Indemnitee has otherwise actually received payment (under any insurance policy, governing or organizational documentthe Certificate, vote, agreement the Bylaws or otherwise) of the amounts otherwise indemnifiable hereunder, except to the extent Indemnitee has paid Expenses or attorney’s fees that are subject to reimbursement under any insurance policy.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim Claim made against the an Indemnitee to the extent the such Indemnitee has otherwise actually received payment (under any insurance policy, governing or organizational documentprovision of the Company’s certificate of incorporation, vote, agreement bylaws or otherwise) of the amounts otherwise indemnifiable payable hereunder.

No Duplication of Payments. The Company Corporation shall not be liable under this Agreement to make any payment in connection with any claim made against the Indemnitee to the extent the Indemnitee has otherwise actually received payment (under any insurance policy, governing or organizational document, vote, agreement Bylaw or otherwise) of the amounts otherwise indemnifiable hereunderunder this Agreement.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim made against the Indemnitee to the extent the Indemnitee has otherwise actually received payment (under any insurance policy, governing or organizational documentBye-Laws, vote, agreement or otherwise) of the amounts otherwise indemnifiable hereunder.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim made against the Indemnitee Proceeding to the extent the Indemnitee has otherwise actually received payment (under any insurance policy, governing or organizational documentprovision of the Company's Articles of Incorporation, vote, agreement Bylaws or otherwise) of the amounts otherwise indemnifiable payable hereunder.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim made against the Indemnitee to the extent the Indemnitee has otherwise actually received payment (under any insurance policy, governing or organizational document, vote, agreement Bylaw or otherwise) of the amounts otherwise indemnifiable payable hereunder.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim Claim made against the Indemnitee to the extent the Indemnitee has otherwise actually received payment (under any insurance policy, governing or organizational documentany provision of the Company’s Articles of Incorporation and Bylaws, vote, agreement or otherwise) of the amounts otherwise indemnifiable hereunder.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim Claim made against the Indemnitee to the extent the Indemnitee has otherwise actually received payment (under any insurance policy, governing or organizational documentany provision of the Company’s Charter and Bylaws, vote, agreement or otherwise) of the amounts otherwise indemnifiable hereunder.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim made against the Indemnitee Proceeding or Investigative Action to the extent the that Indemnitee has otherwise actually received payment (whether under any insurance policypolicy maintained by the Company under Section 7, governing the Company’s Certificate of Incorporation or organizational documentBylaws, vote, agreement or otherwise) of the amounts otherwise indemnifiable hereunderunder this Agreement.

No Duplication of Payments. The Subject to Section 4(c) hereof, the Company shall not be liable under this Agreement to make any payment in connection with any claim Proceedings made against the Indemnitee to the extent the Indemnitee has otherwise actually received payment (under any insurance policy, governing or organizational documentany provision of the Company’s Bye-Laws, vote, agreement or otherwise) of the amounts otherwise indemnifiable hereunder.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim made against the Indemnitee indemnification to the extent the that Indemnitee has otherwise actually received payment (under any insurance policy, governing or organizational documentindemnity clause, vote, agreement bylaw or otherwise) of the amounts otherwise indemnifiable hereunder.

No Duplication of Payments. The Neither the Company nor the Bank shall not be liable under this Agreement to make any payment in connection with any claim for a Claim made against the Indemnitee to the extent if the Indemnitee has otherwise actually received payment (under any the Company’s directors’ and officers’ liability insurance policy, governing policy or organizational document, vote, agreement or otherwisepolicies) of the amounts otherwise indemnifiable hereunder.

No Duplication of Payments. The Company Corporation shall not be liable under this Agreement to make any payment in connection with any claim made against the Indemnitee hereunder to the extent that the Indemnitee has otherwise actually received payment (under any insurance policy, governing provision of the Corporation’s certificate of incorporation or organizational documentby-laws, vote, agreement or otherwise) of the amounts otherwise indemnifiable payable hereunder.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim made against the to Indemnitee under this Agreement to the extent the that Indemnitee has otherwise actually received payment (under any insurance policy, governing or organizational document, vote, agreement or otherwise) of the amounts otherwise indemnifiable payable hereunder.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim made against the Indemnitee to the extent the Indemnitee has otherwise actually received payment (under any insurance policy, governing or organizational document, vote, agreement By-law or otherwise) of the amounts otherwise indemnifiable hereunder.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim Claim made against the Indemnitee to the extent the Indemnitee has otherwise actually received payment (under any insurance policy, governing or organizational document, vote, agreement Memorandum and Articles or otherwise) of the amounts otherwise indemnifiable hereunder.

No Duplication of Payments. The Company Companies shall not be liable under this Agreement to make any payment in connection with any claim Claim made against the Indemnitee to the extent the Indemnitee has otherwise actually received payment (under any insurance policy, governing or organizational document, vote, agreement provision of the Companies' Charter Documents or otherwise) of the amounts otherwise indemnifiable payable hereunder.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim Claim made against the Indemnitee to the extent the Indemnitee has otherwise actually received payment (under any insurance policy, governing or organizational document, vote, agreement or otherwisethe Company’s Directors and Officers Liability Policy) of the amounts otherwise indemnifiable hereunder.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim made against the Indemnitee Indemnifiable Claim to the extent the that Indemnitee has otherwise actually received payment (payment, whether under any insurance policy, governing or organizational document, votecontract, agreement or otherwise) , of the amounts otherwise indemnifiable payable as indemnity hereunder.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim made against the to Indemnitee under this Agreement to the extent the that Indemnitee has otherwise actually received payment (under any of such amounts, including pursuant to an insurance policy, governing from the Company (whether pursuant to a separate payment obligation or organizational document, vote, agreement a voluntarily payment) or otherwise) of the amounts otherwise indemnifiable hereunderfrom any other source.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim Claim made against the any Indemnitee to the extent the such Indemnitee has otherwise actually received payment (under any insurance policy, governing Certificate of Incorporation or organizational document, vote, agreement Bylaws as now or hereafter in effect or otherwise) of the amounts otherwise indemnifiable hereunder.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim Claim made against the Indemnitee to the extent the Indemnitee has otherwise actually received payment (under any insurance policy, governing or organizational document, vote, agreement or otherwise) of the amounts otherwise indemnifiable hereunder.the

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim made against the Indemnitee Proceeding to the extent the Indemnitee has otherwise actually received payment (under any insurance policy, governing or organizational documentthe Bylaws, vote, agreement Company by-laws or otherwise) of the amounts otherwise indemnifiable hereunder.

No Duplication of Payments. The Notwithstanding any provision in this Agreement to the contrary, the Company shall not be liable under this Agreement to make any payment in connection with any claim made Proceeding against the Indemnitee to the extent the such Indemnitee has otherwise actually received payment (under any insurance policy, governing or organizational document, vote, agreement provision of the Charter Documents or otherwise) of the amounts otherwise indemnifiable hereunder.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim Claim made against the Indemnitee to the extent the Indemnitee has otherwise actually received payment (under any insurance policy, governing or organizational documentany provision of the Company's Articles of Incorporation and Bylaws, vote, agreement or otherwise) of the amounts otherwise indemnifiable hereunder.

No Duplication of Payments. The Company Corporation shall not be liable under this Agreement to make any payment in connection with any claim made against the Indemnitee Action to the extent the Indemnitee has otherwise actually received payment (under any insurance policy, governing or organizational document, vote, agreement policy or otherwise) of the amounts amount otherwise indemnifiable payable hereunder.

No Duplication of Payments. The Company shall will not be liable under this Agreement to make any payment in connection with any claim Claim made against the Indemnitee to the extent the Indemnitee has otherwise actually received payment (under any an insurance policy, governing or organizational documentthe Certificate of Incorporation, votethe Bylaws, agreement or otherwise) of the amounts otherwise indemnifiable hereunder.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim Claim made against the Indemnitee to the extent the Indemnitee has otherwise actually received payment (under any insurance policy, governing or organizational documentprovision of the Company’s Articles, vote, agreement Bylaws or otherwise) of the amounts otherwise indemnifiable payable hereunder.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim Claim made against the any Indemnitee to the extent the such Indemnitee has otherwise actually received payment (under any insurance policy, governing or organizational documentthe Articles, vote, agreement or otherwise) of the amounts otherwise indemnifiable hereunder.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim made against the Indemnitee proceeding to the extent the Indemnitee has otherwise actually received payment (under any insurance policy, governing statute, provision of the Company's Certificate of Incorporation or organizational documentBy-Laws, voteas amended and/or restated, agreement other agreement, vote of stockholders or otherwise) directors or otherwise of the amounts otherwise indemnifiable hereunderindemnifiable.

No Duplication of Payments. The Company shall not be liable under this Agreement Deed to make any payment in connection with any claim Claim made against the Indemnitee to the extent the Indemnitee has otherwise actually received payment (under any insurance policy, governing or organizational documentthe Articles, vote, agreement Xxxxxx Ltd.’s Bye-laws or otherwise) of the amounts otherwise indemnifiable hereunder.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim made against the Indemnitee to the extent the Indemnitee has otherwise actually received payment (under any insurance policy, governing or organizational documentBylaws, vote, agreement or otherwise) of the amounts otherwise indemnifiable hereunder.

No Duplication of Payments. The Except as otherwise set forth in Section 16 above, the Company shall not be liable under this Agreement to make any payment in connection with any claim made against the Indemnitee to the extent the Indemnitee has otherwise actually received payment (under any insurance policy, governing or organizational documentBylaw, vote, agreement or otherwise) of the amounts otherwise indemnifiable hereunder.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim Claim made against the any Indemnitee to the extent the such Indemnitee has otherwise actually received payment (under any insurance policy, governing or organizational documentAmended and Restated Certificate of Incorporation, vote, agreement the Bylaws or otherwise) of the amounts otherwise indemnifiable hereunder.

No Duplication of Payments. The Company Corporation shall not be liable under this Agreement to make any payment in connection with any claim made against the Indemnitee indemnitee to the extent the Indemnitee has otherwise actually received payment (under any insurance policy, governing or organizational documentthe Bylaws, votethe Certificate, agreement or otherwise) of the amounts otherwise indemnifiable hereunder.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim Claim made against the any Indemnitee to the extent the such Indemnitee has otherwise actually received payment (under any insurance policy, governing or organizational document, vote, agreement the M&A or otherwise) of the amounts otherwise indemnifiable hereunder.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim made against the Indemnitee to the extent the Indemnitee has otherwise actually received payment (under any insurance policyD&O Insurance, governing or organizational document, vote, agreement bylaw or otherwise) of the amounts otherwise indemnifiable payable hereunder.

No Duplication of Payments. The Except as otherwise set forth in Section 3(e) above, the Company shall not be liable under this Agreement to make any payment in connection with any claim made against the Indemnitee to the extent the Indemnitee has otherwise actually received payment (under any insurance policy, governing or organizational documentBylaw, vote, agreement or otherwise) of the amounts otherwise indemnifiable hereunder.

No Duplication of Payments. The Subject to the provisions of Section 3(c) above, the Company shall not be liable under this Agreement to make any payment in connection with any claim Claim made against the any Indemnitee to the extent the Indemnitee has otherwise actually received payment (under any insurance policy, governing or organizational document, vote, agreement or otherwise) of the amounts otherwise indemnifiable hereunder.received

No Duplication of Payments. The Notwithstanding anything to the contrary in this Agreement, the Company shall not be liable under this Agreement to make any payment in connection with any claim Claim made against the Indemnitee to the extent the Indemnitee has otherwise actually received payment (under any directors’ and officers’ liability insurance policy, governing or organizational document, vote, agreement or otherwise) policy maintained by the Company of the amounts otherwise indemnifiable hereunder.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim Claim made against the Indemnitee to the extent the Indemnitee has otherwise actually received payment (under any insurance policy, governing or organizational document, vote, agreement Bylaw or otherwise) of the amounts otherwise indemnifiable hereunder.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim Claim made against the any Indemnitee to the extent the Indemnitee has otherwise actually received payment (under any insurance policy, governing or organizational documentthe Certificate, vote, agreement Bylaws or otherwise) of the amounts otherwise indemnifiable hereunder.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim made against the Indemnitee to the extent that the Indemnitee has otherwise actually received payment (under any insurance policy, governing or organizational documentBylaw, vote, agreement or otherwise) of the amounts otherwise indemnifiable hereunder.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim made against the Indemnitee Proceeding to the extent the Indemnitee has otherwise actually received payment (under any insurance policy, governing or organizational documentthe Charter, vote, agreement Bylaws or otherwise) of the amounts otherwise indemnifiable hereunder.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim made against the Indemnitee Proceeding to the extent the Indemnitee has otherwise actually received payment (under any insurance policy, governing or organizational documentthe Charter, vote, agreement the Bylaws or otherwise) of the amounts otherwise indemnifiable hereunder.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim Claim made against the Indemnitee to the extent the Indemnitee has otherwise actually received payment (under any insurance policy, governing or organizational document, vote, agreement the Charter or otherwise) of the amounts otherwise indemnifiable hereunder.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim made against to the Indemnitee in respect of any Costs to the extent the Indemnitee has otherwise actually received payment (under any insurance policy, governing the Articles or organizational documentBy-Laws of the Company, voteincluding any amendments thereto or restatements thereof, agreement any agreement, any vote of shareholders, or otherwise) otherwise of the amounts otherwise indemnifiable by the Company hereunder.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim Claim made against the any Indemnitee to the extent the Indemnitee has otherwise actually received payment (under any insurance policy, governing or organizational documentthe Articles, vote, agreement the Bylaws or otherwise) of the amounts otherwise indemnifiable hereunder.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim made against the Indemnitee to the extent the Indemnitee indemnitee has otherwise actually received payment (under any insurance policy, governing or organizational document, vote, agreement or otherwise) of the amounts otherwise indemnifiable hereunder.

No Duplication of Payments. The Company shall not be liable under No payments pursuant to this Agreement shall be made by the Company to make any payment in connection with any claim made against indemnify the Indemnitee to the extent the Indemnitee has for any Expenses or Losses for which payment is actually made otherwise actually received payment (under any insurance policy, governing or organizational documentbylaws, vote, agreement or otherwise) to the Indemnitee or on behalf of the amounts otherwise indemnifiable hereunderIndemnitee, except in respect of any excess beyond the amount paid.

No Duplication of Payments. The Company shall not be liable under this the Agreement to make any payment in connection with any claim Claim made against the Indemnitee to the extent the Indemnitee has otherwise actually received payment (under any insurance policy, governing or organizational document, vote, agreement policy or otherwise) of the amounts otherwise indemnifiable hereunder.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim made against the Indemnitee or any Family Member to the extent the Indemnitee or the Family Member has otherwise actually received payment (under any insurance policy, governing or organizational document, voteBye-law, agreement or otherwise) of the amounts otherwise indemnifiable hereunder.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim made against the Indemnitee Losses or Expense to the extent the Indemnitee has otherwise actually received payment (under any insurance policy, governing or organizational documentany provision of the Certificate of Incorporation, votethe By-Laws, agreement or otherwise) of the amounts otherwise indemnifiable hereunder.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim made against the Indemnitee otherwise due and payable to the extent the Indemnitee has otherwise actually received payment (whether under the Company's Restated Certificate of Incorporation, By-laws, any directors' and officers' liability insurance policy, governing or organizational document, vote, agreement or otherwise) of the any amounts otherwise indemnifiable hereunderdue and payable under this Agreement.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim Claim made against the Indemnitee to the extent the Indemnitee has otherwise actually received payment (under any insurance policy, governing or organizational document, vote, agreement By-law or otherwise) of the amounts otherwise indemnifiable hereunder.

No Duplication of Payments. The Company shall will not be liable under this Agreement to make any payment in connection with any claim made against the Indemnitee in connection with any Proceeding to the extent the Indemnitee has otherwise actually received payment (under any insurance policy, governing or organizational document, vote, agreement provision of a Charter Document or otherwise) of the amounts otherwise indemnifiable hereunder.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim made against the Indemnitee to the extent the Indemnitee has otherwise actually received payment (under any insurance policy, governing the Charter or organizational document, vote, agreement the Bylaws of the Company or otherwise) of the amounts otherwise indemnifiable hereunder.

No Duplication of Payments. The Company shall is not be liable under this Agreement to make any payment in connection with any claim for a Claim made against the Indemnitee to the extent if the Indemnitee has otherwise actually received payment (under any the Company’s directors’ and officers’ liability insurance policy, governing policy or organizational document, vote, agreement or otherwisepolicies) of the amounts otherwise indemnifiable hereunder.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim Claim made against the any Indemnitee to the extent the Indemnitee has otherwise actually received payment (under any insurance policy, governing or organizational documentthe Certificate, vote, agreement the LLC Agreement or otherwise) of the amounts otherwise indemnifiable hereunder, except to the extent Indemnitee has paid Expenses or attorney’s fees that are subject to reimbursement under any insurance policy.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim Claim made against the Indemnitee lndemnitee to the extent the Indemnitee has otherwise actually received payment (under any insurance policy, governing or organizational document, vote, agreement Bylaw or otherwise) of the amounts otherwise indemnifiable hereunder.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim Claim made against the Indemnitee to the extent the Indemnitee has otherwise actually received payment (under any insurance policy, governing or organizational documentany provision of the Company’s Governing Documents, vote, agreement or otherwise) of the amounts otherwise indemnifiable hereunder.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim made against the Proceeding in which Indemnitee is or may become involved to the extent the Indemnitee has otherwise actually received payment (under any insurance policypolicy maintained by the Company, governing or organizational documentprovision of the Certificate of Incorporation, vote, agreement the By-Laws or otherwise) of the amounts otherwise indemnifiable hereunder; provided, however that such payment obligation shall be reinstated if the payment under any insurance policy, provision of the Certificate of Incorporation, the By-Laws or otherwise is forfeited by the Indemnitee.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim made against the Indemnitee Proceeding to the extent the Indemnitee has otherwise actually received payment (under any insurance policy, governing or organizational documentprovision of the Company's Certificate of Incorporation, vote, agreement Bylaws or otherwise) of the amounts otherwise indemnifiable payable hereunder.

No Duplication of Payments. The [Except as provided in Section 25 below,]2 the Company shall not be liable under this Agreement to make any payment in connection with any claim Claim made against the any Indemnitee to the extent the Indemnitee has otherwise actually received payment (under any insurance policy, governing or organizational documentCertificate, vote, agreement Bylaws or otherwise) of the amounts otherwise indemnifiable hereunder.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim made against the Indemnitee to the extent the Indemnitee has otherwise actually received payment (under any insurance policy, governing the Certificate of Incorporation or organizational document, vote, agreement the By-Laws of the Company or otherwise) of the amounts otherwise indemnifiable hereunder.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim Claim made against the Indemnitee to the extent the Indemnitee has otherwise actually received payment (under any the Company’s directors’ and officers’ liability insurance policy, governing policy or organizational document, vote, agreement or otherwisepolicies) of the amounts otherwise indemnifiable hereunder.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment to Indemnitee in connection with respect of any claim made against the Indemnitee Expenses or Liabilities to the extent the Indemnitee has otherwise actually received payment (under any insurance policy, governing or the Company’s organizational document, vote, agreement other indemnity provisions or otherwise) otherwise of the amounts otherwise indemnifiable by the Company hereunder.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim Claim made against the any Indemnitee to the extent the such Indemnitee has otherwise actually received payment (under any insurance policy, governing or organizational documentthe Certificate, vote, agreement the Bylaws or otherwise) of the amounts otherwise indemnifiable hereunder.