Increased Taxes. Means, with respect to each Indemnitee, an amount, determined by the Company in its sole discretion, equal to the excess of (i) the excess of Taxes payable by the Indemnitee in respect of
TWPG Group LLC Items for all Covered Periods over the Taxes in respect of
TWPG Group LLC Items shown as payable on Returns for all such periods as originally filed (or as amended prior to the date hereof) over (ii) the amount of any Tax benefits (including deductions, credits or refunds) estimated by the
... Company, in its sole discretion, to be available to such Indemnitee in any period as a result of the increase in Taxes described in clause (i) of this definition; provided, however, that, unless otherwise determined by the Company, in its sole discretion, any adjustments arising from (I) (A) an Indemnitee's individual circumstances, (II) (B) correlative adjustments resulting from Returns as originally filed and (III) (C) the issuance of any membership interests in TWPG Group LLC to an Indemnitee, including without limitation any adjustments arising from any difference or perceived difference between the assumed value of such membership interests at the time of issuance and their fair market value at such time, shall not be taken into account in determining Increased Taxes.
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Increased Taxes. Means, with respect to each Indemnitee, an amount, determined by the Company in its sole discretion, equal to the excess of (i) the excess of Taxes payable by the Indemnitee in respect of
TWPG Indemnifiable Items for all Covered Periods over the Taxes in respect of
TWPG Indemnifiable Items
shown as payable reflected on Returns for all such periods as originally filed (or as amended prior to the date hereof) over (ii) the amount of any Tax benefits (including deductions, credits or refunds)
... estimated by the Company, in its sole discretion, to be available to such Indemnitee in any period as a result of the increase in Taxes any excess described in clause (i) of this definition; provided, however, that, unless otherwise determined by the Company, in its sole discretion, any adjustments arising from (I) an Indemnitee's individual circumstances, circumstances and (II) correlative adjustments resulting from Returns as originally filed and (III) the issuance of any membership interests in TWPG to an Indemnitee, including without limitation any adjustments arising from any difference or perceived difference between the assumed value of such membership interests at the time of issuance and their fair market value at such time, filed, shall not be taken into account in determining Increased Taxes.
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Increased Taxes. Means, with respect to each Indemnitee, an amount, determined by the Company in its
sole reasonable discretion, equal to the excess of (i) the excess of Taxes payable by the Indemnitee in respect of
TWPG Holding Items for all Covered Periods over the Taxes in respect of
TWPG Holding Items shown as payable on Returns for all such periods as originally filed (or as amended prior to the date hereof) over (ii) the amount of any Tax benefits (including deductions, credits or refunds) estimated by
... the Company, in its sole discretion, to be available to such Indemnitee in any period as a result of the increase in Taxes described in clause (i) of this definition; provided, however, that, unless otherwise determined by the Company, in its sole discretion, any adjustments arising from (I) (A) an Indemnitee's individual circumstances, (II) circumstances and (B) correlative adjustments resulting from Returns as originally filed and (III) the issuance of any membership interests in TWPG to an Indemnitee, including without limitation any adjustments arising from any difference or perceived difference between the assumed value of such membership interests at the time of issuance and their fair market value at such time, shall not be taken into account in determining Increased Taxes.
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