Early Termination at Election of the Corporate Taxpayer. The Corporate Taxpayer may terminate this Agreement at any time by paying (a) to each TRA Holder the Early Termination Payment due to such TRA Holder pursuant to Section 4.5(b) and (b) to each “TRA Holder” under the PE TRA the “Early Termination Payment” due to such TRA Holder under the PE TRA (such termination, an “Early Termination”); provided that the Corporate Taxpayer may withdraw any notice of exercise of its termination rights under this Section 4.1 prior to the time at which any Early Termination Payment has been paid. Upon payment of each Early Termination Payment to each TRA Holder by the Corporate Taxpayer, the Corporate Taxpayer shall not have any further payment obligations under this Agreement, other than for any Tax Benefit Payment previously due and payable but unpaid as of the Early Termination Notice and, except to the extent included in the Early Termination Payment, any Tax Benefit Payment due for any Taxable Year ending prior to, with or including the Early Termination Date. Upon payment in full of all amounts provided for in this Section 4.1, this Agreement shall terminate, provided that Article VI, Sections 7.1 through 7.10 (inclusive), and Section 7.13 shall remain in full force and effect to the extent applicable.
Appears in 2 contracts
Samples: Tax Receivable Agreement (Focus Financial Partners Inc.), Tax Receivable Agreement (Focus Financial Partners Inc.)
Early Termination at Election of the Corporate Taxpayer. The Corporate Taxpayer may terminate this Agreement at any time by paying (a) to each TRA Holder the Early Termination Payment due to such TRA Holder pursuant to Section 4.5(b) and (b) to each “TRA Holder” under the Non-PE TRA the “Early Termination Payment” due to such TRA Holder under the Non-PE TRA (such termination, an “Early Termination”); provided that the Corporate Taxpayer may withdraw any notice of exercise of its termination rights under this Section 4.1 prior to the time at which any Early Termination Payment has been paid. Upon payment of each Early Termination Payment to each TRA Holder by the Corporate Taxpayer, the Corporate Taxpayer shall not have any further payment obligations under this Agreement, other than for any Tax Benefit Payment previously due and payable but unpaid as of the Early Termination Notice and, except to the extent included in the Early Termination Payment, any Tax Benefit Payment due for any Taxable Year ending prior to, with or including the Early Termination Date. Upon payment in full of all amounts provided for in this Section 4.1, this Agreement shall terminate, provided that Article VI, Sections 7.1 through 7.10 (inclusive), and Section 7.13 shall remain in full force and effect to the extent applicable.
Appears in 2 contracts
Samples: Tax Receivable Agreement (Focus Financial Partners Inc.), Tax Receivable Agreement (Focus Financial Partners Inc.)
Early Termination at Election of the Corporate Taxpayer. The Provided that each IPO TRA has either (a) previously terminated or (b) the Corporate Taxpayer concurrently terminates such IPO TRA pursuant to Section 4.1 of such IPO TRA, the Corporate Taxpayer may terminate this Agreement at any time by paying (a) to each TRA Holder the Early Termination Payment due to such TRA Holder pursuant to Section 4.5(b) and (b) to each “TRA Holder” under the PE TRA the “Early Termination Payment” due to such TRA Holder under the PE TRA (such termination, an “Early Termination”); provided that the Corporate Taxpayer may withdraw any notice of exercise of its termination rights under this Section 4.1 prior to the time at which any Early Termination Payment has been paid. Upon payment of each Early Termination Payment to each TRA Holder by the Corporate Taxpayer, the Corporate Taxpayer shall not have any further payment obligations under this Agreement, other than for any Tax Benefit Payment previously due and payable but unpaid as of the Early Termination Notice and, except to the extent included in the Early Termination Payment, any Tax Benefit Payment due for any Taxable Year ending prior to, with or including the Early Termination Date. Upon payment in full of all amounts provided for in this Section 4.1, this Agreement shall terminate, provided that Article VI, Sections 7.1 through 7.10 (inclusive), and Section 7.13 shall remain in full force and effect to the extent applicable.
Appears in 1 contract
Samples: Tax Receivable Agreement (Focus Financial Partners Inc.)