Early Termination Notice. If the Corporation chooses to exercise its right of early termination under Section 4.01 above, the Corporation shall deliver to each present or former Member notice of such intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporation’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment for that Member. The Early Termination Schedule shall become final and binding on all parties unless the Member, within 30 calendar days after receiving the Early Termination Schedule, provides the Corporation with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”). If the parties, for any reason, are unable to successfully resolve the issues raised in such notice within 30 calendar days after receipt by the Corporation of the Material Objection Notice, the Corporation and the Member shall employ the Reconciliation Procedures as described in Section 7.09 of this Agreement.
Appears in 5 contracts
Samples: Tax Receivable Agreement (DynaVox Inc.), Tax Receivable Agreement (DynaVox Inc.), Tax Receivable Agreement (DynaVox Inc.)
Early Termination Notice. If the Corporation chooses to exercise its right of early termination under Section 4.01 above, the Corporation shall deliver to each present or former Member Partner notice of such intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporation’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment for that MemberPayment. The applicable Early Termination Schedule shall become final and binding on all parties unless the MemberApplicable Partner, within 30 calendar days after receiving the Early Termination Schedule, Schedule thereto provides the Corporation with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”). If the parties, for any reason, are unable to successfully resolve the issues raised in such notice within 30 calendar days after receipt by the Corporation of the Material Objection Notice, the Corporation and the Member Original Partner shall employ the Reconciliation Procedures as described in Section 7.09 of this Agreement.
Appears in 5 contracts
Samples: Tax Receivable Agreement, Form of Tax Receivable Agreement (Och-Ziff Capital Management Group LLC), Tax Receivable Agreement (Och-Ziff Capital Management Group LLC)
Early Termination Notice. If the Corporation chooses to exercise its right of early termination under Section 4.01 above, the Corporation shall deliver to each present or former Member Principal a notice of such intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporation’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment for that MemberPayment. The Early Termination Schedule shall become final and binding on all parties unless the Memberan Applicable Principal, within 30 calendar days after receiving the Early Termination Schedule, provides the Corporation with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”). If the parties, for any reason, are unable to successfully resolve the issues raised in such notice within 30 calendar days after receipt by the Corporation of the Material Objection Notice, the Corporation and the Member relevant Principal shall employ the Reconciliation Procedures as described in Section 7.09 of this Agreement.
Appears in 5 contracts
Samples: Tax Receivable Agreement (Fifth Street Asset Management Inc.), Tax Receivable Agreement (Fifth Street Asset Management Inc.), Tax Receivable Agreement (RCS Capital Corp)
Early Termination Notice. If the Corporation chooses to exercise its right of early termination under Section 4.01 above, the Corporation shall deliver to each present or former Member notice of such intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporation’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment for that MemberPayment. The Early Termination Schedule shall become final and binding on all parties unless the an Applicable Member, within 30 calendar days after receiving the Early Termination Schedule, provides the Corporation with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”). If the parties, for any reason, are unable to successfully resolve the issues raised in such notice within 30 calendar days after receipt by the Corporation of the Material Objection Notice, the Corporation and the applicable Member shall employ the Reconciliation Procedures as described in Section 7.09 of this Agreement.
Appears in 3 contracts
Samples: Tax Receivable Agreement (Pzena Investment Management, Inc.), Tax Receivable Agreement (Turner Investments, Inc.), Tax Receivable Agreement (Pzena Investment Management, Inc.)
Early Termination Notice. If the Corporation chooses to exercise its right of early termination under Section 4.01 above, the Corporation shall deliver to each present or former Member the applicable Partner notice of such intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporation’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment for that MemberPayment. The applicable Early Termination Schedule shall become final and binding on all parties unless the Memberapplicable Partner, within 30 10 calendar days after receiving the Early Termination Schedule, Schedule thereto provides the Corporation with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”)faith. If the parties, for any reasonnegotiating in good faith, are unable to successfully resolve the issues raised in such notice within 30 calendar days after receipt by such Schedule was delivered to the Corporation of the Material Objection Noticeapplicable Partner, the Corporation and the Member applicable Partner shall employ the Reconciliation Procedures as described in Section 7.09 of this Agreement.
Appears in 3 contracts
Samples: Joinder Agreement, Joinder Agreement (Evercore Partners Inc.), Joinder Agreement (Evercore Partners Inc.)
Early Termination Notice. If the Corporation chooses to exercise its right of early termination under Section 4.01 4.1 above, the Corporation shall deliver to each present or former Member notice of such intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporation’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment for that Member. The Early Termination Schedule shall become final and binding on all parties unless the Member, within 30 calendar days after receiving the Early Termination Schedule, provides the Corporation with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”). If the parties, for any reason, are unable to successfully resolve the issues raised in such notice within 30 calendar days after receipt by the Corporation of the Material Objection Notice, the Corporation and the Member shall employ the Reconciliation Procedures as described in Section 7.09 7.9 of this Agreement.
Appears in 3 contracts
Samples: Tax Receivable Agreement (Truett-Hurst, Inc.), Tax Receivable Agreement (Truett-Hurst, Inc.), Tax Receivable Agreement (Truett-Hurst, Inc.)
Early Termination Notice. If the Corporation chooses to exercise its right of early termination under Section 4.01 above, the Corporation shall deliver to each present or former Member Partner notice of such intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporation’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment for that MemberPayment. The applicable Early Termination Schedule shall become final and binding on all parties unless the Membera Partner, within 30 thirty (30) calendar days after receiving the Early Termination ScheduleSchedule thereto, provides the Corporation with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”). If the parties, for any reason, are unable to successfully resolve the issues raised in such notice within 30 thirty (30) calendar days after receipt by the Corporation of the Material Objection Notice, the Corporation and the Member Partner delivering the Material Objection Notice shall employ the Reconciliation Procedures as described in Section 7.09 of this Agreement.
Appears in 2 contracts
Samples: Tax Receivable Agreement (Blue Owl Capital Inc.), Tax Receivable Agreement (Blue Owl Capital Inc.)
Early Termination Notice. If the Corporation chooses to exercise its right of early termination under Section 4.01 above, the Corporation shall deliver to each present or former Member Partner notice of such intention to exercise such right (the “Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporation’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment for that MemberPayment. The applicable Early Termination Schedule shall become final and binding on all parties unless the Membera Partner, within 30 thirty (30) calendar days after receiving the Early Termination ScheduleSchedule thereto, provides the Corporation with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”). If the parties, for any reason, are unable to successfully resolve the issues raised in such notice within 30 thirty (30) calendar days after receipt by the Corporation of the Material Objection Notice, the Corporation and the Member such Partner shall employ the Reconciliation Procedures as described in Section 7.09 of this Agreement.
Appears in 2 contracts
Samples: Tax Receivable Agreement (Perella Weinberg Partners), Business Combination Agreement (FinTech Acquisition Corp. IV)
Early Termination Notice. If the Corporation chooses to exercise its right of early termination under Section 4.01 above4.01, the Corporation shall deliver to each present or former Member Principal a notice of such intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporation’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment for that MemberPayment. The Early Termination Schedule shall become final and binding on all parties unless the Memberan Applicable Principal, within 30 calendar days after receiving the Early Termination Schedule, provides the Corporation with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”). If the parties, for any reason, are unable to successfully resolve the issues raised in such notice within 30 calendar days after receipt by the Corporation of the Material Objection Notice, the Corporation and the Member relevant Principal shall employ the Reconciliation Procedures as described in Section 7.09 of this Agreement.
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