Common use of Early Termination, Change in Control and Breach of Agreement Clause in Contracts

Early Termination, Change in Control and Breach of Agreement. (a) The Corporate Taxpayer may, with the prior written consent of a majority of the disinterested members of the Board, terminate this Agreement with respect to all amounts payable to all of the Holders (including, for the avoidance of doubt, any transferee pursuant to Section 7.5(a)) at any time by paying or causing to be paid to such Holders an Early Termination Payment; provided, however, that this Agreement shall terminate with respect to any such Holder only upon the payment of such Early Termination Payment to such Holder; 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 an Early Termination Payment to a Holder, the Corporate Taxpayer shall not have any further payment obligations in respect of such Holder under this Agreement, other than for any Tax Benefit Payment (i) agreed to by the Corporate Taxpayer and such Holder as due and payable but unpaid as of the Early Termination Date, (ii) that is the subject of an Objection Notice, which will be payable in accordance with resolution of the issues identified in such Objection Notice pursuant to this Agreement, and (iii) due for the Taxable Year ending with or including the Early Termination Date (except to the extent that the amounts described in clauses (i), (ii) and (iii) above are included in the calculation of the Early Termination Payment). If an Exchange occurs with respect to Interests with respect to which the Corporate Taxpayer has previously paid or cause to be paid to the applicable Holder an Early Termination Payment, the Corporate Taxpayer shall have no obligations under this Agreement with respect to such Exchange.

Early Termination, Change in Control and Breach of Agreement. (a) The Corporate Taxpayer may, with the prior written consent of a majority of the disinterested members of the Board, terminate this Agreement with respect to all amounts payable to all of the LLC Unit Holders (including, for the avoidance of doubt, any transferee pursuant to Section 7.5(a)) at any time by paying or causing to be paid to such Holders Persons an Early Termination Payment; provided, however, that this Agreement shall only terminate with respect to any such Holder only Person upon the payment of such Early Termination Payment to such Holder; Person, 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 an Early Termination Payment to a an LLC Unit Holder, neither the LLC Unit Holder nor Corporate Taxpayer shall not have any further payment obligations in respect of such Holder under this Agreement, other than for any Tax Benefit Payment (i1) agreed to by the Corporate Taxpayer and such the LLC Unit Holder as due and payable but unpaid as of the Early Termination Date, (ii2) that is the subject of an Objection Notice, which will be payable in accordance with resolution of the issues identified in such Objection Notice pursuant to this Agreement, and (iii3) due for the Taxable Year taxable year ending with or including the Early Termination Date (except to the extent that the amounts described in clauses (i1), (ii2) and (iii3) above are included in the calculation of the Early Termination Payment). If an Exchange occurs with respect to Interests LLC Units (or other interests in the company pursuant to a “disguised sale” transaction for U.S. federal income tax purposes) with respect to which the Corporate Taxpayer has previously paid or cause to be paid to the applicable LLC Unit Holder an Early Termination Payment, the Corporate Taxpayer shall have no obligations under this Agreement with respect to such Exchange.

Early Termination, Change in Control and Breach of Agreement. (a) The Corporate Taxpayer may, with the prior written consent of a majority of the disinterested members of the BoardBoard in accordance with the Delaware General Corporation Law, terminate this Agreement with respect to all amounts payable to (i) all of the Partnership Interest Holders (including, for the avoidance of doubt, any transferee pursuant to Section 7.5(a)) at any time by paying or causing to be paid to each such Holders Partnership Interest Holder an Early Termination PaymentPayment and (ii) any Partnership Interest Holder that is a natural person; provided, however, in each case that this Agreement shall only terminate with respect to any such Partnership Interest Holder only upon the payment of such Early Termination Payment to such Partnership Interest Holder; , 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 an Early Termination Payment to a any Partnership Interest Holder, the neither such Partnership Interest Holder nor Corporate Taxpayer shall not have any further payment obligations in respect of such Holder under this Agreement, other than for any Tax Benefit Payment (i1) agreed to by the Corporate Taxpayer and such Partnership Interest Holder as due and payable but unpaid as of the Early Termination Date, (ii2) that is the subject of an Objection Notice, which will be payable in accordance with resolution of the issues identified in such Objection Notice pursuant to this Agreement, and (iii3) due for the Taxable Year taxable year ending with or including the Early Termination Date (except to the extent that the amounts described in clauses (i1), (ii2) and (iii3) above are included in the calculation of the Early Termination Payment). Notwithstanding the foregoing, Corporate Taxpayer may not terminate this Agreement pursuant to this Section 4.1(a) unless (i) no further payments are required under the Former Limited Partner Tax Receivable Agreement or (2) the Former Limited Partner Tax Receivable Agreement is terminated pursuant to Section 4.1(a) of the Former Limited Partner Tax Receivable Agreement concurrently with the termination of this Agreement pursuant to this Section 4.1(a). If an Exchange occurs with respect to Partnership Interests (or other interests in the company or its assets pursuant to a “disguised sale” transaction for U.S. federal income tax purposes) with respect to which the Corporate Taxpayer has previously paid or cause to be paid to the applicable Partnership Interest Holder an Early Termination Payment, the Corporate Taxpayer shall have no obligations under this Agreement with respect to such Exchange.

Early Termination, Change in Control and Breach of Agreement. (a) The Corporate Taxpayer may, with the prior written consent of a majority of the disinterested members of the BoardBoard in accordance with the Delaware General Corporation Law, terminate this Agreement with respect to all amounts payable to all of the Holders Exchanged Owners (including, for the avoidance of doubt, any transferee pursuant to Section 7.5(a)) at any time by paying or causing to be paid to each such Holders Exchanged Owner an Early Termination Payment; provided, however, that this Agreement shall only terminate with respect to any such Holder only Exchanged Owner upon the payment of such Early Termination Payment to such Holder; Exchanged Owner, 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. Notwithstanding the foregoing, Corporate Taxpayer may not terminate this Agreement pursuant to this Section 4.1(a) unless (i) no further payments are required under the Continuing Limited Partners Tax Receivable Agreement or (2) the Continuing Limited Partners Tax Receivable Agreement is terminated pursuant to Section 4.1(a) of the Continuing Limited Partners Tax Receivable Agreement concurrently with the termination of this Agreement pursuant to this Section 4.1(a). Upon payment of an Early Termination Payment to a Holderan Exchanged Owner, the neither such Exchanged Owner nor Corporate Taxpayer shall not have any further payment obligations in respect of such Holder under this Agreement, other than for any Tax Benefit Payment (i1) agreed to by the Corporate Taxpayer and such Holder Exchanged Owner as due and payable but unpaid as of the Early Termination Date, (ii2) that is the subject of an Objection Notice, which will be payable in accordance with resolution of the issues identified in such Objection Notice pursuant to this Agreement, and (iii3) due for the Taxable Year taxable year ending with or including the Early Termination Date (except to the extent that the amounts described in clauses (i1), (ii2) and (iii3) above are included in the calculation of the Early Termination Payment). If an Exchange occurs with respect to Interests with respect to which the Corporate Taxpayer has previously paid or cause to be paid to the applicable Holder an Early Termination Payment, the Corporate Taxpayer shall have no obligations under this Agreement with respect to such Exchange.

Early Termination, Change in Control and Breach of Agreement. (a) The Corporate Taxpayer may, with the prior written consent of a majority of the disinterested members of the Board, Board terminate this Agreement with respect to all amounts payable to all of the LLC Unit Holders (including, for the avoidance of doubt, any transferee pursuant to Section 7.5(a)) at any time by paying or causing to be paid to such Holders Persons an Early Termination Payment; provided, however, that this Agreement shall only terminate with respect to any such Holder only Person upon the payment of such Early Termination Payment to such Holder; Person, 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 an Early Termination Payment by Corporate Taxpayer to a an LLC Unit Holder, neither the LLC Unit Holder nor Corporate Taxpayer shall not have any further payment obligations in respect of such Holder under this Agreement, other than for any portion of a Tax Benefit Payment (i1) agreed to by the Corporate Taxpayer and such the LLC Unit Holder as due and payable but unpaid as of the Early Termination Date, (ii2) that is the subject of an Objection Notice, which will be payable in accordance with resolution of the issues identified in such Objection Notice pursuant to this Agreement, and (iii3) due for the Taxable Year taxable year ending with or including the Early Termination Date (except to the extent that the amounts described in clauses (i1), (ii2) and (iii3) above are included in the calculation of the Early Termination Payment). If an Exchange occurs with respect to Interests LLC Units with respect to which the Corporate Taxpayer has previously paid or cause to be paid to the applicable Applicable LLC Unit Holder an Early Termination Payment, the Corporate Taxpayer shall have no obligations under this Agreement with respect to such Exchange.

Early Termination, Change in Control and Breach of Agreement. (a) The Corporate Taxpayer may, following the third anniversary of this Agreement and with the prior written consent of a majority of the disinterested members of the Board, terminate this Agreement with respect to all amounts payable to all of the Holders Stockholder (including, for the avoidance of doubt, any transferee pursuant to Section 7.5(a)) at any time by paying or causing to be paid to such Holders the Stockholder an Early Termination Payment; provided, however, that this Agreement shall terminate with respect to any such Holder only upon the payment in full of such Early Termination Payment to such Holderthe Stockholder; 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 an Early Termination Payment to a Holder, the Stockholder the Corporate Taxpayer shall not have any further payment obligations in respect of such Holder the Stockholder under this Agreement, other than for any Tax Benefit Payment (i) agreed to by the Corporate Taxpayer and such Holder the Stockholder as due and payable but unpaid as of the Early Termination Date, (ii) that is the subject of an Objection Notice, which will be payable in accordance with resolution of the issues identified in such Objection Notice pursuant to this Agreement, and (iii) due for the Taxable Year ending with or including the Early Termination Date (except to the extent that the amounts described in clauses (i), (ii) and or (iii) above are included in the calculation of the Early Termination Payment). If an Exchange occurs with respect to Interests with respect to which the Corporate Taxpayer has previously paid or cause to be paid to the applicable Holder an Early Termination Payment, the Corporate Taxpayer shall have no obligations under this Agreement with respect to such Exchange.

Early Termination, Change in Control and Breach of Agreement. (a) The Corporate Taxpayer may, with the prior written consent of a majority of the disinterested members of the Board, terminate this Agreement with respect to all amounts payable to all of the LLC Unit Holders (including, for the avoidance of doubt, any transferee pursuant to Section 7.5(a)) at any time by paying or causing to be paid to each such Holders LLC Unit Holder an Early Termination Payment; provided, however, that this Agreement shall only terminate with respect to any such LLC Unit Holder only upon the payment of such Early Termination Payment to such LLC Unit Holder; , 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 an Early Termination Payment to a any LLC Unit Holder, the neither such LLC Unit Holder nor Corporate Taxpayer shall not have any further payment obligations in respect of such Holder under this Agreement, other than for any Tax Benefit Payment (i1) agreed to by the Corporate Taxpayer and such LLC Unit Holder as due and payable but unpaid as of the Early Termination Date, (ii2) that is the subject of an Objection Notice, which will be payable in accordance with resolution of the issues identified in such Objection Notice pursuant to this Agreement, and (iii3) due for the Taxable Year taxable year ending with or including the Early Termination Date (except to the extent that the amounts described in clauses (i1), (ii2) and (iii3) above are included in the calculation of the Early Termination Payment). Notwithstanding the foregoing, the Corporate Taxpayer may not terminate this Agreement pursuant to this Section 4.1(a) unless (i) no further payments are required under the Former LLC Owner TRA or (2) the Former LLC Owner TRA is terminated pursuant to section 4.1(a) of the Former LLC Owner TRA concurrently with the termination of this Agreement pursuant to this Section 4.1(a). If an Exchange occurs with respect to Interests LLC Units (or other interests in the company or its assets pursuant to a “disguised sale” transaction for U.S. federal income tax purposes) with respect to which the Corporate Taxpayer has previously paid or cause to be paid to the applicable LLC Unit Holder an Early Termination Payment, the Corporate Taxpayer shall have no obligations under this Agreement with respect to such Exchange.

Early Termination, Change in Control and Breach of Agreement. (a) The Corporate Taxpayer may, with the prior written consent of a majority of the disinterested members of the Board, terminate this Agreement with respect to all amounts payable to all of the Holders Exchanged Owners (including, for the avoidance of doubt, any transferee pursuant to Section 7.5(a)) at any time by paying or causing to be paid to each such Holders Exchanged Owner an Early Termination Payment; provided, however, that this Agreement shall only terminate with respect to any such Holder only Exchanged Owner upon the payment of such Early Termination Payment to such Holder; Exchanged Owner, 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. Notwithstanding the foregoing, the Corporate Taxpayer may not terminate this Agreement pursuant to this Section 4.1(a) unless (i) no further payments are required under the Continuing LLC Owner TRA or (2) the Continuing LLC Owner TRA is terminated pursuant to section 4.1(a) of the Continuing LLC Owner TRA concurrently with the termination of this Agreement pursuant to this Section 4.1(a). Upon payment of an Early Termination Payment to a Holderan Exchanged Owner, the neither such Exchanged Owner nor Corporate Taxpayer shall not have any further payment obligations in respect of such Holder under this Agreement, other than for any Tax Benefit Payment (i1) agreed to by the Corporate Taxpayer and such Holder Exchanged Owner as due and payable but unpaid as of the Early Termination Date, (ii2) that is the subject of an Objection Notice, which will be payable in accordance with resolution of the issues identified in such Objection Notice pursuant to this Agreement, and (iii3) due for the Taxable Year taxable year ending with or including the Early Termination Date (except to the extent that the amounts described in clauses (i1), (ii2) and (iii3) above are included in the calculation of the Early Termination Payment). If an Exchange occurs with respect to Interests with respect to which the Corporate Taxpayer has previously paid or cause to be paid to the applicable Holder an Early Termination Payment, the Corporate Taxpayer shall have no obligations under this Agreement with respect to such Exchange.