Early Termination and Breach of Agreement. (a) The Corporate Taxpayer may terminate this Agreement with respect to all amounts payable to the ITR Entity at any time by paying to the ITR Entity the Early Termination Payment; provided, that the Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment by the Corporate Taxpayer, neither the ITR Entity nor the Corporate Taxpayer shall have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payment agreed to by the Corporate Taxpayer and the ITR Entity as due and payable but unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (b) is included in the Early Termination Payment).
(b) In the event that the Corporate Taxpayer breaches any of its material obligations under this Agreement, whether as a result of failure to make any payment when due, failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwise, then all obligations hereunder shall be accelerated and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such breach and shall include, but not be limited to, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (2) any Tax Benefit Payment agreed to by the Corporate Taxpayer and the ITR Entity as due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breach, and (3) any Tax Benefit Payment due for the Taxable Year ending with or including the date of a breach but reduced by any amount with respect to the portion of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of this sentence. Notwithstanding the foregoing, in the event that the Corporate Taxpayer breaches this Agreement, the ITR Entity shall be entitled to elect to receive the amounts set forth in clauses (1), (2) and (3) above or to seek specific performance of the terms hereof. The parties agree ...
Early Termination and Breach of Agreement. (a) From and after the first to occur of (x) Qualified MCK Exit, (y) the termination of the MCK Exit Window and (z) the termination of the IPO Preference Period prior to the occurrence of a Qualified IPO, the Company may terminate this Agreement with respect to all amounts payable by the Company to the TRA Parties by paying to each TRA Party an aggregate amount equal to the Early Termination Payment Amount in respect of such TRA Party as provided in Section 4.03(a); provided, however, that if the Company, Echo and the MCK Representative agree, the Company may terminate this Agreement with respect to some or all of the amounts payable to less than all of the TRA Parties; provided, further that the Company may not terminate this Agreement pursuant to this Section 4.01(a) with respect to any TRA Party unless MCK no longer owns, directly or indirectly, any Units or the MCK Representative has waived the application of this proviso; provided, further that this Agreement shall terminate pursuant to this Section 4.01(a) with respect to a TRA Party only upon the receipt by such TRA Party of its Early Termination Payment, and the Company and Echo shall deliver an Early Termination Notice only if the Company is able to make all required Early Termination Payments under this Agreement at the time required by Section 4.03; and provided, further, that the Company may withdraw any notice to exercise its termination rights under this Section 4.01(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payments by the Company in accordance with Section 4.03(a), the Company shall not have any further payment obligations under this Agreement with respect to each TRA Party that has received its Early Termination Payment in accordance with Section 4.03(a), other than for any (i) Tax Benefit Payment agreed to by the Company, on one hand, and the applicable TRA Party, on the other, as due and payable but unpaid as of the Early Termination Notice and (ii) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in clause (ii) is included in the Early Termination Payment). At any time that the Company is permitted to terminate this Agreement pursuant to this Section 4.01, the Company shall so terminate this Agreement upon the request of Echo (and shall withdraw any notice to terminate upon the request of Echo).
(b) In the ev...
Early Termination and Breach of Agreement. (a) (i) Except as provided in paragraph (ii) below, the Corporation may terminate this Agreement with respect to all of the Partnership Interests previously exchanged by the Limited Partner or any transferee by paying to the Limited Partner the Early Termination Payment. Upon payment of the Early Termination Payments by the Corporation, neither the Limited Partner nor the Corporation shall have any further payment obligations under this Agreement in respect of the Limited Partner, other than any (a) Tax Benefit Payment agreed to by the Corporation and the Limited Partner as due and payable but unpaid as of the Early Termination Notice, (b) Tax Benefit Payment due for a Taxable Year ending prior to, with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (b) is included in the Early Termination Payment), (c) Early Termination Payment due with respect to any prior Early Termination Notice pursuant to this Section 4.01(a)(i) and (d) Tax Benefit Payment attributable to an Exchange and resulting Basis Adjustment that occurs after the Corporation exercises its termination rights under this Section 4.01(a)(i).
Early Termination and Breach of Agreement. (a) This Agreement shall terminate at the time that all Tax Benefit Payments have been made to the Xxxxxx Family Entities under this Agreement.
(b) Notwithstanding Section 4.01(a), the Corporation may terminate this Agreement with respect to all of the Partnership Interests held (or previously held and exchanged) by the Xxxxxx Family Entities or any transferee by paying to the Xxxxxx Family Entities the Early Termination Payment; provided that the Corporation shall not so elect to terminate this Agreement by paying the Early Termination Payment unless the Corporation contemporaneously elects to terminate the Existing Stockholders Tax Receivable Agreement pursuant to Section 4.01
Early Termination and Breach of Agreement. (a) The Corporation may terminate this Agreement with respect to the payment of amounts contemplated hereunder by paying to each Participant its Early Termination Payment as determined pursuant to Section 4.03(b) . Upon payment of the Early Termination Payments by the Corporation, neither the Participants nor the Corporation shall have any further payment obligations under this Agreement, other than any (i) Tax Benefit Payment agreed to by the Corporation and the Participants as due and payable but unpaid as of the Early Termination Notice or (ii) Tax Benefit Payment due for a Taxable Year ending prior to, with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (ii) is included in the Early Termination Payment). If an Exchange or Section 732 Event occurs after the Corporation exercises its termination rights under this Section 4.01(a), the Corporation shall have no obligations under this Agreement with respect to such Exchange or Section 732 Event.
Early Termination and Breach of Agreement. 40 Section 4.2 Early Termination Notice 42 Section 4.3 Payment upon Early Termination 42 ARTICLE V SUBORDINATION AND LATE PAYMENTS 43 Section 5.1 Subordination 43 Section 5.2 Late Payments by APAM 43 ARTICLE VI NO DISPUTES; CONSISTENCY; COOPERATION 43
Early Termination and Breach of Agreement. With the written approval of a majority of the Independent Directors, APAM may terminate this Agreement with respect to all amounts payable to H&F Xxxxxx at any time by paying to H&F Xxxxxx the Early Termination Payment; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by H&F Xxxxxx, and provided, further, that APAM may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment by APAM, neither H&F Xxxxxx nor APAM shall have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payment agreed to by APAM and H&F Xxxxxx as due and payable but unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in clause (b) is included in the calculation of the Early Termination Payment).
Early Termination and Breach of Agreement. The Corporate Taxpayer may terminate this Agreement with respect to all amounts payable to the Change Shareholders at any time by paying to the Change Shareholders the Early Termination Payment; provided, that this Agreement shall terminate pursuant to this Section 4.1(a) with respect to a Change Shareholder only upon the receipt by such Change Shareholder of its Early Termination Payment, and the Corporate Taxpayer shall deliver an Early Termination Notice only if the Corporate Taxpayer is able to make all required Early Termination Payments under this Agreement at the time required by Section 4.3; and provided, further, that the Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment by the Corporate Taxpayer, the Corporate Taxpayer shall not have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payment agreed to by the Corporate Taxpayer and the Change Shareholder Representatives as due and payable but unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (b) is included in the Early Termination Payment).
Early Termination and Breach of Agreement. Following the Effective Time, NPC may terminate this Agreement by paying to each TRA Party its Percentage Interest of an agreed value of payments remaining to be made under this Agreement (the “Early Termination Payment”) as of the date of the Early Termination Notice (as defined below). The Early Termination Payment as of the date of an Early Termination Notice (as defined below) shall equal the present value, discounted at the Early Termination Rate, of all Tax Benefit Payments that would be required to be paid by NPC to the TRA Parties during the period from the date of the Early Termination Notice through the Scheduled Termination Date (taking into account the impact of the Early Termination Payment) assuming the Valuation Assumptions are applied. Upon payment of the Early Termination Payment by NPC to all TRA Parties, NPC shall have no further payment obligations under this Agreement, other than for any (a) Tax Benefit Payment agreed to by NPC and any TRA Party as due and payable but unpaid as of the Early Termination Notice and (b) any Tax Benefit Payment due for the Covered Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in clause (a) or (b) is included in the Early Termination Payment).
Early Termination and Breach of Agreement
