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) Corporate Taxpayer may, with the consent of a majority of the disinterested members of the Board terminate this Agreement with respect to all amounts payable to all of the Shareholders (including, for the avoidance of doubt, any transferee pursuant to Section 7.5(a)) at any time by paying to such Persons an Early Termination Payment; provided, however, that this Agreement shall only terminate with respect to any such Person upon the payment of such Early Termination Payment to such Person, and provided, further, that 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 Shareholder, neither the Shareholder nor Corporate Taxpayer shall have any further payment obligations under this Agreement, other than for any portion of a Tax Benefit Payment (1) agreed to by Corporate Taxpayer and the Shareholder as due and payable but unpaid as of the Early Termination Date, (2) 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 (3) due for the taxable year ending with or including the Early Termination Date (except to the extent that the amounts described in clauses (1), (2) and (3) are included in the calculation of the Early Termination Payment).

Early Termination, Change in Control and Breach of Agreement. (a) Corporate Taxpayer may, with the 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 Shareholders Indirect 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 Persons an Early Termination Payment; provided, however, that this Agreement shall only terminate with respect to any such Person upon the payment of such Early Termination Payment to such Person, and provided, further, that 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 Shareholderan Indirect LLC Unit Holder, neither the Shareholder Indirect LLC Unit Holder nor Corporate Taxpayer shall have any further payment obligations under this Agreement, other than for any portion of a Tax Benefit Payment (1) agreed to by Corporate Taxpayer and the Shareholder Indirect LLC Unit Holder as due and payable but unpaid as of the Early Termination Date, (2) 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 (3) due for the taxable year ending with or including the Early Termination Date (except to the extent that the amounts described in clauses (1), (2) and (3) are included in the calculation of the Early Termination Payment).