Common use of Early Termination Notice Clause in Contracts

Early Termination Notice. If Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above, Corporate Taxpayer shall deliver to the KarpReilly Representative and each LLC Unit Holder notice of such intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment for such LLC Unit Holder. The Early Termination Schedule provided to an LLC Unit Holder shall become final and binding on each LLC Unit Holder (other than with respect to KarpReilly, LLC and its Affilitates) immediately; except that the Early Termination Schedule will become final and binding with respect to KarpReilly, LLC and its Affiliates thirty (30) calendar days from the first date on which the Corporate Taxpayer sent the Xxxx Xxxxxx Representative such Early Termination Schedule unless (a) the KarpReilly Representative within thirty (30) calendar days after the date the Corporate Taxpayer sent such Schedule or amendment thereto provides Corporate Taxpayer with an Objection Notice with respect to such Early Termination Schedule or (b) the applicable LLC Unit Holder provides a written waiver of the right of the KarpReilly Representative to provide any Objection Notice with respect to such Schedule or amendment thereto within the period described in clause (a), in which case such Schedule or amendment thereto becomes binding on the date the waiver is received by Corporate Taxpayer. If Corporate Taxpayer and the KarpReilly Representative, for any reason, are unable to resolve the issues raised in such Objection Notice within thirty (30) calendar days after receipt by Corporate Taxpayer of the Objection Notice, Corporate Taxpayer and the KarpReilly Representative shall employ the Reconciliation Procedures. The date on which every Early Termination Schedule under this Agreement becomes final in accordance with this Section 4.2 shall be the “Early Termination Effective Date”. If the Early Termination Schedule relating to the calculation of payments payable to KarpReilly, LLC or any of its Affiliates hereunder is amended to reflect a revised calculation methodology that, if utilized in the calculation of amounts payable to one or more other LLC Unit Holders, would change the amounts payable to such other Persons hereunder, the Corporate Taxpayer shall utilize such revised methodology with respect to all LLC Unit Holders and make additional payments (or reduce payments, if any), as applicable.

Early Termination Notice. If Corporate Taxpayer chooses In the event that the Lessee shall fail to exercise its right of early termination under either a Renewal Option or the purchase option permitted by Section 4.1 above13(c) within the time limits provided by Section 13(a) or Section 13(b), Corporate Taxpayer the Lessor shall deliver to have the KarpReilly Representative and each LLC Unit Holder option, on any Basic Rent Payment Date thereafter, on at least one year’s prior written notice of such intention to exercise such right (an “Early Termination Notice”) to the Lessee and a schedule the Indenture Trustee, to terminate this Facility Lease on the Basic Rent Payment Date specified in such notice (the “Early Termination ScheduleDate”). Such Early Termination Notice may be revoked by the Lessor at any time on or prior to the 30th day preceding the Early Termination Date (the “Early Termination Commitment Date”), after which day the Lessor shall be irrevocably committed to terminate this Facility Lease on the Early Termination Date. On or prior to the Early Termination Commitment Date, the Lessor shall deposit with the Indenture Trustee cash in an amount (or a letter of credit for such amount of any bank whose long-term unsecured debt securities are rated not less than A2 by Moody’s or, so long as any Bonds rated by Standard & Poor’s are then Outstanding, whose unsecured debt securities are assigned a rating by Standard & Poor’s which is not less than the rating then assigned by Standard & Poor’s to any debt securities of the Lessee then outstanding) specifying Corporate Taxpayer’s intention equal to exercise the unpaid principal amount of all Notes Outstanding on such right date and showing in reasonable detail the calculation all premium, if any, and interest accrued and to accrue on and as of the Early Termination Payment for such LLC Unit HolderDate. The On the Early Termination Schedule provided Date, the Lessee shall pay to an LLC Unit Holder the Lessor any Basic Rent due or accrued, as the case may be, to and including the Early Termination Date, and shall become final pay to the Person or Persons entitled thereto all Supplemental Rent (excluding from such Supplemental Rent any amount due and binding on each LLC Unit Holder (other than owing with respect to KarpReillyprincipal of, LLC and its Affilitates) immediately; except that premium, if any, on the Notes being prepaid on such date, other than any amount of principal which would have been paid on such date if such Notes were not being prepaid), whereupon the obligation of the Lessee to pay any Basic Rent for any period after the Early Termination Schedule will become final Date shall cease and binding with respect to KarpReillythe Lease Term shall end, LLC and its Affiliates thirty (30) calendar days from but the first date on which the Corporate Taxpayer sent the Xxxx Xxxxxx Representative such Early Termination Schedule unless (a) the KarpReilly Representative within thirty (30) calendar days after the date the Corporate Taxpayer sent such Schedule or amendment thereto provides Corporate Taxpayer with an Objection Notice with respect to such Early Termination Schedule or (b) the applicable LLC Unit Holder provides a written waiver obligations of the right Lessee to pay Supplemental Rent when and as due shall continue in full force and effect and shall not be impaired by reason of the KarpReilly Representative to provide any Objection Notice with respect to such Schedule or amendment thereto within the period described in clause (a), in which case such Schedule or amendment thereto becomes binding on the date the waiver is received by Corporate Taxpayer. If Corporate Taxpayer and the KarpReilly Representative, for any reason, are unable to resolve the issues raised in such Objection Notice within thirty (30) calendar days after receipt by Corporate Taxpayer of the Objection Notice, Corporate Taxpayer and the KarpReilly Representative shall employ the Reconciliation Procedures. The date on which every Early Termination Schedule under this Agreement becomes final in accordance with this Section 4.2 shall be the “Early Termination Effective Date”. If the Early Termination Schedule relating to the calculation of payments payable to KarpReilly, LLC or any of its Affiliates hereunder is amended to reflect a revised calculation methodology that, if utilized in the calculation of amounts payable to one or more other LLC Unit Holders, would change the amounts payable to such other Persons hereunder, the Corporate Taxpayer shall utilize such revised methodology with respect to all LLC Unit Holders and make additional payments (or reduce payments, if any), as applicabletermination.

Early Termination Notice. If Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above, Corporate Taxpayer shall deliver to the KarpReilly Representative and each LLC Unit Holder notice of such intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment for such LLC Unit Holder. The Early Termination Schedule provided to an LLC Unit Holder shall become final and binding on each LLC Unit Holder (other than with respect to KarpReilly, LLC and its Affilitates) immediately; except that the Early Termination Schedule will become final and binding with respect to KarpReilly, LLC and its Affiliates party thirty (30) calendar days from the first date on which the Corporate Taxpayer sent the Xxxx Xxxxxx Representative LLC Unit Holder such Early Termination Schedule unless (a) the KarpReilly LLC Unit Holder Representative within thirty (30) calendar days after the date the Corporate Taxpayer sent such Schedule or amendment thereto provides Corporate Taxpayer with an Objection Notice with respect to such Early Termination Schedule or (b) the applicable LLC Unit Holder provides a written waiver of the right of the KarpReilly LLC Unit Holder Representative to provide any Objection Notice with respect to such Schedule or amendment thereto within the period described in clause (a), in which case such Schedule or amendment thereto becomes binding on the date the waiver is received by Corporate Taxpayer. If Corporate Taxpayer and the KarpReilly LLC Unit Holder Representative, for any reason, are unable to resolve the issues raised in such Objection Notice within thirty (30) calendar days after receipt by Corporate Taxpayer of the Objection Notice, Corporate Taxpayer and the KarpReilly LLC Unit Holder Representative shall employ the Reconciliation Procedures. The date on which every Early Termination Schedule under this Agreement becomes final in accordance with this Section 4.2 shall be the “Early Termination Effective Date”. If the Early Termination Schedule relating to the calculation of payments payable to KarpReilly, LLC or any of its Affiliates hereunder is amended to reflect a revised calculation methodology that, if utilized in the calculation of amounts payable to one or more other LLC Unit Holders, would change the amounts payable to such other Persons hereunder, the Corporate Taxpayer shall utilize such revised methodology with respect to all LLC Unit Holders and make additional payments (or reduce payments, if any), as applicable.

Early Termination Notice. If Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above, Corporate Taxpayer shall deliver to the KarpReilly Representative and each LLC Unit Holder Shareholder notice of such intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment for such LLC Unit HolderShareholder. The Early Termination Schedule provided to an LLC Unit Holder a Shareholder shall become final and binding on each LLC Unit Holder (other than with respect to KarpReilly, LLC and its Affilitates) immediately; except that the Early Termination Schedule will become final and binding with respect to KarpReilly, LLC and its Affiliates party thirty (30) calendar days from the first date on which the Corporate Taxpayer sent the Xxxx Xxxxxx Representative Shareholder such Early Termination Schedule unless (a) the KarpReilly Trimaran Cabinet Representative within thirty (30) calendar days after the date the Corporate Taxpayer sent such Schedule or amendment thereto thereto, provides Corporate Taxpayer with an Objection Notice with respect to such Early Termination Schedule or (b) the applicable LLC Unit Holder Shareholder provides a written waiver of the right of the KarpReilly Trimaran Cabinet Representative to provide any Objection Notice with respect to such Schedule or amendment thereto within the period described in clause (a), in which case such Schedule or amendment thereto becomes binding on the date the waiver is received by Corporate Taxpayer. If Corporate Taxpayer and the KarpReilly Trimaran Cabinet Representative, for any reason, are unable to resolve the issues raised in such Objection Notice within thirty (30) calendar days after receipt by Corporate Taxpayer of the Objection Notice, Corporate Taxpayer and the KarpReilly Trimaran Cabinet Representative shall employ the Reconciliation Procedures. The date on which every Early Termination Schedule under this Agreement becomes final in accordance with this Section 4.2 and the Reconciliation Procedures shall be the “Early Termination Effective Date”. If the Early Termination Schedule relating to the calculation of payments payable to KarpReilly, LLC or any of its Affiliates hereunder is amended to reflect a revised calculation methodology that, if utilized in the calculation of amounts payable to one or more other LLC Unit Holders, would change the amounts payable to such other Persons hereunder, the Corporate Taxpayer shall utilize such revised methodology with respect to all LLC Unit Holders and make additional payments (or reduce payments, if any), as applicable.

Early Termination Notice. If Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above, Corporate Taxpayer shall deliver to the KarpReilly CD&R Representative and each LLC Unit Partnership Interest Holder notice of such intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment for such LLC Unit each Partnership Interest Holder. The Early Termination Schedule provided to an LLC Unit a Partnership Interest Holder shall become final and binding on each LLC Unit Partnership Interest Holder (other than with respect to KarpReilly, LLC and its Affilitates) immediately; except that the Early Termination Schedule will become final and binding with respect to KarpReilly, LLC and its Affiliates CD&R Representative thirty (30) calendar days from the first date on which the Corporate Taxpayer sent the Xxxx Xxxxxx CD&R Representative such Early Termination Schedule unless (a) the KarpReilly CD&R Representative within thirty (30) calendar days after the date the Corporate Taxpayer sent such Schedule or amendment thereto provides Corporate Taxpayer with an Objection Notice with respect to such Early Termination Schedule or (b) the applicable LLC Unit Partnership Interest Holder provides a written waiver of the right of the KarpReilly CD&R Representative to provide any Objection Notice with respect to such Schedule or amendment thereto within the period described in clause (a), in which case such Schedule or amendment thereto becomes binding on the date the waiver is received by Corporate Taxpayer. If Corporate Taxpayer and the KarpReilly CD&R Representative, for any reason, are unable to resolve the issues raised in such Objection Notice within thirty (30) calendar days after receipt by Corporate Taxpayer of the Objection Notice, Corporate Taxpayer and the KarpReilly CD&R Representative shall employ the Reconciliation Procedures. The date on which every Early Termination Schedule under this Agreement becomes final with respect to all Partnership Interest Holders in accordance with this Section 4.2 shall be the “Early Termination Effective Date”. If the Early Termination Schedule relating to the calculation of payments payable to KarpReilly, LLC any Partnership Interest Holder or any of its respective Affiliates hereunder or to any recipient under the Former Limited Partner Tax Receivable Agreement is amended to reflect a revised calculation methodology that, if utilized in the calculation of amounts payable to one or more other LLC Unit HoldersPartnership Interest Holders or such other recipient, would change the amounts payable to such other Persons hereunderhereunder or under the Former Limited Partner Tax Receivable Agreement, the Corporate Taxpayer shall utilize such revised methodology with respect to all LLC Unit Partnership Interest Holders and make additional payments (or reduce payments, if any), as applicable.

Early Termination Notice. If Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above, Corporate Taxpayer shall deliver to the KarpReilly Representative and each LLC Unit Holder Shareholder notice of such intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment for such LLC Unit HolderShareholder. The Early Termination Schedule provided to an LLC Unit Holder a Shareholder shall become final and binding on each LLC Unit Holder (other than with respect to KarpReilly, LLC and its Affilitates) immediately; except that the Early Termination Schedule will become final and binding with respect to KarpReilly, LLC and its Affiliates party thirty (30) calendar days from the first date on which the Corporate Taxpayer sent the Xxxx Xxxxxx Representative Shareholder such Early Termination Schedule unless (a) the KarpReilly SKM Norcraft Representative within thirty (30) calendar days after the date the Corporate Taxpayer sent such Schedule or amendment thereto thereto, provides Corporate Taxpayer with an Objection Notice with respect to such Early Termination Schedule or (b) the applicable LLC Unit Holder Shareholder provides a written waiver of the right of the KarpReilly SKM Norcraft Representative to provide any Objection Notice with respect to such Schedule or amendment thereto within the period described in clause (a), in which case such Schedule or amendment thereto becomes binding on the date the waiver is received by Corporate Taxpayer. If Corporate Taxpayer and the KarpReilly SKM Norcraft Representative, for any reason, are unable to resolve the issues raised in such Objection Notice within thirty (30) calendar days after receipt by Corporate Taxpayer of the Objection Notice, Corporate Taxpayer and the KarpReilly SKM Norcraft Representative shall employ the Reconciliation Procedures. The date on which every Early Termination Schedule under this Agreement becomes final in accordance with this Section 4.2 and the Reconciliation Procedures shall be the “Early Termination Effective Date”. If the Early Termination Schedule relating to the calculation of payments payable to KarpReilly, LLC or any of its Affiliates hereunder is amended to reflect a revised calculation methodology that, if utilized in the calculation of amounts payable to one or more other LLC Unit Holders, would change the amounts payable to such other Persons hereunder, the Corporate Taxpayer shall utilize such revised methodology with respect to all LLC Unit Holders and make additional payments (or reduce payments, if any), as applicable.

Early Termination Notice. If Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above, Corporate Taxpayer shall deliver to the KarpReilly CD&R Representative and each LLC Unit Holder Exchanged Owner notice of such intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment for such LLC Unit Holdereach Exchanged Owner. The Early Termination Schedule provided to an LLC Unit Holder Exchanged Owner shall become final and binding on each LLC Unit Holder (other than with respect to KarpReilly, LLC Exchanged Owner and its Affilitates) immediately; except that the Early Termination Schedule will become final and binding with respect to KarpReilly, LLC and its Affiliates CD&R Representative thirty (30) calendar days from the first date on which the Corporate Taxpayer sent the Xxxx Xxxxxx CD&R Representative such Early Termination Schedule unless (a) the KarpReilly CD&R Representative within thirty (30) calendar days after the date the Corporate Taxpayer sent such Schedule or amendment thereto provides Corporate Taxpayer with an Objection Notice with respect to such Early Termination Schedule or (b) the applicable LLC Unit Holder Exchanged Owner provides a written waiver of the right of the KarpReilly CD&R Representative to provide any Objection Notice with respect to such Schedule or amendment thereto within the period described in clause (a), in which case such Schedule or amendment thereto becomes binding on the date the waiver is received by Corporate Taxpayer. If Corporate Taxpayer and the KarpReilly CD&R Representative, for any reason, are unable to resolve the issues raised in such Objection Notice within thirty (30) calendar days after receipt by Corporate Taxpayer of the Objection Notice, Corporate Taxpayer and the KarpReilly CD&R Representative shall employ the Reconciliation Procedures. The date on which every Early Termination Schedule under this Agreement becomes final with respect to all Exchanged Owners in accordance with this Section 4.2 shall be the “Early Termination Effective Date”. If the Early Termination Schedule relating to the calculation of payments payable to KarpReilly, LLC any Exchanged Owner or any of its respective Affiliates hereunder or to any recipient under the Continuing Limited Partners Tax Receivable Agreement is amended to reflect a revised calculation methodology that, if utilized in the calculation of amounts payable to one or more other LLC Unit HoldersExchanged Owners or such other recipient, would change the amounts payable to such other Persons hereunderhereunder or under the Continuing Limited Partners Tax Receivable Agreement, the Corporate Taxpayer shall utilize such revised methodology with respect to all LLC Unit Holders Exchanged Owners and make additional payments (or reduce payments, if any), as applicable.

Early Termination Notice. If Corporate Taxpayer chooses to To exercise its right of early termination under Section 4.1 above, Corporate Taxpayer the Corporation shall deliver to the KarpReilly Representative and each LLC Unit Holder Principals and, in the event the JGW Holdings Merger and/or the PGHI Merger has been effected, the JGW Holdings Shareholder or the PGHI Shareholders, as the case may be, a notice of such intention to exercise such right (the “Early Termination Notice”) and a schedule (specifying the “Early Termination Schedule”) specifying Corporate TaxpayerCorporation’s intention to exercise such its right of termination and showing in reasonable detail the calculation of each Principal’s Early Termination Payment, the JGW Holdings Shareholder’s Early Termination Payment and the PGHI Shareholders Early Termination Payment. At the time the Corporation delivers the Early Termination Payment for Notice to the Principals, the Corporation shall (i) deliver to (x) each Principal schedules and work papers providing reasonable detail regarding the calculation of such Principal’s Early Termination Payment, (y) the JGW Holdings Shareholder, schedules and work papers providing reasonable detail regarding the calculation of such JGW Holdings Shareholder’s Early Termination Payment, and (z) the PGHI Shareholders, schedules and work papers providing reasonable detail regarding the calculation of such PGHI Shareholders’ Early Termination Payment, in each case, in a manner consistent with the definition of such term and an Advisory Firm Letter supporting such calculation and (ii) allow a Principal, the JGW Holdings Shareholder or the PGHI Shareholders, as the case may be, reasonable access to the appropriate representatives at the Corporation, JGWPT LLC Unit Holderand the Advisory Firm in connection with its review of such calculation. The calculation contained in such Early Termination Schedule provided to an LLC Unit Holder Notice shall become final and binding on each LLC Unit Holder (other than with respect to KarpReillythe parties unless any Principal, LLC and its Affilitates) immediately; except that the Early Termination Schedule will become final and binding with respect to KarpReillyJGW Holdings Shareholder or the PGHI Shareholders, LLC and its Affiliates thirty (30) calendar days from as the first date on which the Corporate Taxpayer sent the Xxxx Xxxxxx Representative such Early Termination Schedule unless (a) the KarpReilly Representative case may be, within thirty (30) 30 calendar days after receiving such calculation, provides the date the Corporate Taxpayer sent such Schedule or amendment thereto provides Corporate Taxpayer Corporation with an Objection Notice with respect notice of a material objection to such Early Termination Schedule or (b) the applicable LLC Unit Holder provides a written waiver of the right of the KarpReilly Representative to provide any Objection Notice with respect to such Schedule or amendment thereto within the period described calculation made in clause (a), good faith and in which case such Schedule or amendment thereto becomes binding on the date the waiver is received by Corporate Taxpayerreasonable detail. If Corporate Taxpayer and the KarpReilly Representativeparties, for any reasonnegotiating in good faith, are unable to successfully resolve the issues raised in such Objection Notice calculation within thirty (30) 30 calendar days after receipt by Corporate Taxpayer such notice of material objection, the Objection NoticeCorporation, Corporate Taxpayer and the KarpReilly Representative Principals, the JGW Holdings Shareholder and/or the PGHI Shareholders shall employ the Reconciliation Procedures. The date on which every Early Termination Schedule under this Agreement becomes final in accordance with this Section 4.2 shall be the “Early Termination Effective Date”. If the Early Termination Schedule relating to the calculation of payments payable to KarpReilly, LLC or any of its Affiliates hereunder is amended to reflect a revised calculation methodology that, if utilized in the calculation of amounts payable to one or more other LLC Unit Holders, would change the amounts payable to such other Persons hereunder, the Corporate Taxpayer shall utilize such revised methodology with respect to all LLC Unit Holders and make additional payments (or reduce payments, if any), as applicable.

Early Termination Notice. If Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above, Corporate Taxpayer shall deliver to the KarpReilly TSG Representative and each Indirect LLC Unit Holder notice of such intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment for such Indirect LLC Unit Holder. The Early Termination Schedule provided to an Indirect LLC Unit Holder shall become final and binding on each Indirect LLC Unit Holder (other than with respect to KarpReilly, LLC the TSG Representative and its AffilitatesAffiliates) immediately; except that the Early Termination Schedule will become final and binding with respect to KarpReilly, LLC the TSG Representative and its Affiliates thirty (30) calendar days from the first date on which the Corporate Taxpayer sent the Xxxx Xxxxxx TSG Representative such Early Termination Schedule unless (a) the KarpReilly TSG Representative within thirty (30) calendar days after the date the Corporate Taxpayer sent such Schedule or amendment thereto provides Corporate Taxpayer with an Objection Notice with respect to such Early Termination Schedule or (b) the applicable Indirect LLC Unit Holder provides a written waiver of the right of the KarpReilly TSG Representative to provide any Objection Notice with respect to such Schedule or amendment thereto within the period described in clause (a), in which case such Schedule or amendment thereto becomes binding on the date the waiver is received by Corporate Taxpayer. If Corporate Taxpayer and the KarpReilly TSG Representative, for any reason, are unable to resolve the issues raised in such Objection Notice within thirty (30) calendar days after receipt by Corporate Taxpayer of the Objection Notice, Corporate Taxpayer and the KarpReilly TSG Representative shall employ the Reconciliation Procedures. The date on which every Early Termination Schedule under this Agreement becomes final with respect to all LLC Unit Holders in accordance with this Section 4.2 shall be the “Early Termination Effective Date”. If the Early Termination Schedule relating to the calculation of payments payable to KarpReilly, LLC the TSG Representative or any of its Affiliates hereunder is amended to reflect a revised calculation methodology that, if utilized in the calculation of amounts payable to one or more other Indirect LLC Unit Holders, would change the amounts payable to such other Persons hereunder, the Corporate Taxpayer shall utilize such revised methodology with respect to all Indirect LLC Unit Holders and make additional payments (or reduce payments, if any), as applicable.

Early Termination Notice. If Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above, Corporate Taxpayer shall deliver to the KarpReilly TSG Representative and each LLC Unit Holder notice of such intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment for such LLC Unit Holder. The Early Termination Schedule provided to an LLC Unit Holder shall become final and binding on each LLC Unit Holder (other than with respect to KarpReilly, LLC the TSG Representative and its AffilitatesAffiliates) immediately; except that the Early Termination Schedule will become final and binding with respect to KarpReilly, LLC the TSG Representative and its Affiliates thirty (30) calendar days from the first date on which the Corporate Taxpayer sent the Xxxx Xxxxxx TSG Representative such Early Termination Schedule unless (a) the KarpReilly TSG Representative within thirty (30) calendar days after the date the Corporate Taxpayer sent such Schedule or amendment thereto provides Corporate Taxpayer with an Objection Notice with respect to such Early Termination Schedule or (b) the applicable LLC Unit Holder provides a written waiver of the right of the KarpReilly TSG Representative to provide any Objection Notice with respect to such Schedule or amendment thereto within the period described in clause (a), in which case such Schedule or amendment thereto becomes binding on the date the waiver is received by Corporate Taxpayer. If Corporate Taxpayer and the KarpReilly TSG Representative, for any reason, are unable to resolve the issues raised in such Objection Notice within thirty (30) calendar days after receipt by Corporate Taxpayer of the Objection Notice, Corporate Taxpayer and the KarpReilly TSG Representative shall employ the Reconciliation Procedures. The date on which every Early Termination Schedule under this Agreement becomes final with respect to all LLC Unit Holders in accordance with this Section 4.2 shall be the “Early Termination Effective Date”. If the Early Termination Schedule relating to the calculation of payments payable to KarpReilly, LLC the TSG Representative or any of its Affiliates hereunder is amended to reflect a revised calculation methodology that, if utilized in the calculation of amounts payable to one or more other LLC Unit Holders, would change the amounts payable to such other Persons hereunder, the Corporate Taxpayer shall utilize such revised methodology with respect to all LLC Unit Holders and make additional payments (or reduce payments, if any), as applicable.

Early Termination Notice. If Corporate Taxpayer chooses to exercise its right In the event of early termination under Section 4.1 abovean Elective Early Termination, Corporate Taxpayer the Company shall deliver to the KarpReilly Holders’ Representative and each LLC Unit Holder a notice of such intention to exercise such right (the “Early Termination Notice”) and a schedule (specifying the “Early Termination Schedule”) specifying Corporate TaxpayerCompany’s intention to exercise such right and showing in reasonable detail the its calculation of the Early Termination Payment for such LLC Unit Holder(the “Proposed Early Termination Payment”). At the time the Company delivers the Early Termination Notice to the Holders’ Representative, the Company shall deliver to the Holders’ Representative (i) a schedule showing, in reasonable detail, the computation of the Proposed Early Termination Payment (the “Early Termination Schedule”) and (ii) any work papers and valuation reports relating to the computation of the Proposed Early Termination Payment. The Company shall also provide the Holders’ Representative and its advisors reasonable access during normal business hours at no cost to the appropriate representatives at the Company and its Subsidiaries in connection with its review of the Early Termination Schedule provided Schedule, work papers and reports. Within 30 calendar days after receiving such calculation, the Holders’ Representative shall notify the Company whether it agrees to an LLC Unit Holder or objects to the Proposed Early Termination Payment. The Proposed Early Termination Payment shall become final and binding on each LLC Unit Holder (other than with respect the parties if the Holders’ Representative agrees in writing to KarpReilly, LLC and its Affilitates) immediately; except that the value of the Proposed Early Termination Schedule will become final and binding with respect to KarpReilly, LLC and its Affiliates thirty Payment within such 30 day period (30) calendar days from or such shorter period as may be mutually agreed in writing by the first date on which the Corporate Taxpayer sent the Xxxx Xxxxxx Representative such Early Termination Schedule unless (a) the KarpReilly Representative within thirty (30) calendar days after the date the Corporate Taxpayer sent such Schedule or amendment thereto provides Corporate Taxpayer with an Objection Notice with respect to such Early Termination Schedule or (b) the applicable LLC Unit Holder provides a written waiver of the right of the KarpReilly Representative to provide any Objection Notice with respect to such Schedule or amendment thereto within the period described in clause (aparties), in which case such Schedule or amendment thereto becomes binding on the date the waiver is received by Corporate Taxpayer. If Corporate Taxpayer the Holders’ Representative objects, and the KarpReilly RepresentativeHolders’ Representative and the Company, for any reason, are unable to resolve cannot agree upon the issues raised in such Objection Notice value of the Early Termination Payment within thirty (30) 15 calendar days after following the Company’s receipt by Corporate Taxpayer of the Objection NoticeHolders’ Representative objection, Corporate Taxpayer the Company and the KarpReilly Representative Holders shall employ the Reconciliation ProceduresProcedures as described in Section 6.13 of this Agreement. The date on which every Early Termination Schedule under this Agreement becomes final in accordance with this Section 4.2 shall be For the “Early Termination Effective Date”. If the Early Termination Schedule relating to the calculation avoidance of payments payable to KarpReilly, LLC or any of its Affiliates hereunder is amended to reflect a revised calculation methodology that, if utilized in the calculation of amounts payable to one or more other LLC Unit Holders, would change the amounts payable to such other Persons hereunderdoubt, the Corporate Taxpayer Company shall utilize such revised methodology with respect have no obligation to all LLC Unit Holders and make additional payments (or reduce payments, if any), as applicablerequest early termination under Section 4.01.

Early Termination Notice. If Corporate Taxpayer Vantiv chooses to exercise its right of request early termination under Section 4.1 5.01 above, Corporate Taxpayer Vantiv shall deliver to the KarpReilly Existing Investors’ Representative and each LLC Unit Holder a notice of such intention to exercise such right (the “Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying Corporate TaxpayerVantiv’s intention to exercise such right request early termination and showing in reasonable detail the its calculation of the Early Termination Payment for (the “Proposed Early Termination Payment”). At the time Vantiv delivers the Early Termination Notice to the Existing Investors’ Representative, Vantiv shall (a) deliver to the Existing Investors’ Representative schedules and work papers providing reasonable detail regarding the calculation of the Proposed Early Termination Payment and a letter from a nationally recognized accounting firm supporting such LLC Unit Holdercalculation and (b) allow the Existing Investors’ Representative reasonable access during normal business hours at no cost to the appropriate representatives at Vantiv and NPC and such accounting firm (and the Accounting Firm) in connection with its review of such calculation. Within 30 calendar days after receiving such calculation, the Existing Investors’ Representative shall notify Vantiv whether it agrees to or objects to the Proposed Early Termination Payment. The Proposed Early Termination Schedule provided to an LLC Unit Holder Payment shall become final and binding on each LLC Unit Holder (other than with respect the parties if the Existing Investors’ Representative agrees in writing to KarpReilly, LLC and its Affilitates) immediately; except that the value of the Proposed Early Termination Schedule will become final and binding with respect to KarpReilly, LLC and its Affiliates thirty Payment within such 30 day period (30) calendar days from or such shorter period as may be mutually agreed in writing by the first date on which the Corporate Taxpayer sent the Xxxx Xxxxxx Representative such Early Termination Schedule unless (a) the KarpReilly Representative within thirty (30) calendar days after the date the Corporate Taxpayer sent such Schedule or amendment thereto provides Corporate Taxpayer with an Objection Notice with respect to such Early Termination Schedule or (b) the applicable LLC Unit Holder provides a written waiver of the right of the KarpReilly Representative to provide any Objection Notice with respect to such Schedule or amendment thereto within the period described in clause (aparties), in which case such Schedule or amendment thereto becomes binding on the date the waiver is received by Corporate Taxpayer. If Corporate Taxpayer the Existing Investors’ Representative objects, and the KarpReilly RepresentativeExisting Investors’ Representative and Vantiv, for any reason, are unable to resolve cannot agree upon the issues raised in such Objection Notice value of the Early Termination Payment within thirty (30) 30 calendar days after following Vantiv’s receipt by Corporate Taxpayer of the Objection NoticeExisting Investors’ Representative objection, Corporate Taxpayer Vantiv and the KarpReilly Representative Existing Investors shall employ the Reconciliation ProceduresProcedures as described in Section 8.09 of this Agreement. The date on which every Early Termination Schedule For the avoidance of doubt, Vantiv shall have no obligation to request early termination under this Agreement becomes final in accordance with this Section 4.2 shall be the “Early Termination Effective Date”. If the Early Termination Schedule relating to the calculation of payments payable to KarpReilly, LLC or any of its Affiliates hereunder is amended to reflect a revised calculation methodology that, if utilized in the calculation of amounts payable to one or more other LLC Unit Holders, would change the amounts payable to such other Persons hereunder, the Corporate Taxpayer shall utilize such revised methodology with respect to all LLC Unit Holders and make additional payments (or reduce payments, if any), as applicable5.01.

Early Termination Notice. If Corporate Taxpayer MDC Holdings chooses to exercise its right of early termination under Section 4.1 4.01(a) above, Corporate Taxpayer MDC Holdings shall deliver to the KarpReilly Representative and each LLC Unit Holder Stagwell a notice of such intention MDC Holdings’ decision to exercise such right (an “Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment Payment. MDC Holdings shall also (x) deliver supporting schedules and work papers, as determined by MDC Holdings or as reasonably requested by Stagwell, that provide a reasonable level of detail regarding the data and calculations that were relevant for purposes of preparing the Early Termination Schedule and (y) allow Stagwell and its advisors to have reasonable access to the appropriate representatives, as determined by MDC Holdings or as reasonably requested by Stagwell, of MDC Holdings and the Accounting Firm in connection with a review of such LLC Unit HolderEarly Termination Schedule. The Early Termination Schedule provided to an LLC Unit Holder shall become final and binding on each LLC Unit Holder (other than with respect to KarpReilly, LLC and its Affilitates) immediately; except that the Early Termination Schedule will become final and binding with respect to KarpReilly, LLC and its Affiliates Parties thirty (30) calendar days from the first date on which the Corporate Taxpayer sent the Xxxx Xxxxxx Representative Stagwell received such Early Termination Schedule unless (a) the KarpReilly Representative unless: within thirty (30) calendar days after receiving the date the Corporate Taxpayer sent such Schedule or amendment thereto Early Termination Schedule, Stagwell provides Corporate Taxpayer MDC Holdings with a notice of an Objection Notice with respect objection to such Early Termination Schedule made in good faith and setting forth in reasonable detail Stagwell’s objection thereto (a “Termination Objection Notice”); or (b) the applicable LLC Unit Holder Stagwell provides a written waiver of the such right of the KarpReilly Representative to provide any a Termination Objection Notice with respect to such Schedule or amendment thereto within the period described in clause (a)i) above, in which case such Early Termination Schedule or amendment thereto becomes shall become final and binding on the Parties on the date the waiver is received by Corporate TaxpayerMDC Holdings. If Corporate Taxpayer In the event that Stagwell timely delivers a Termination Objection Notice pursuant to clause (i) above, and if the KarpReilly RepresentativeParties, for any reason, are unable to successfully resolve the issues raised in such the Termination Objection Notice within thirty (30) calendar days after receipt by Corporate Taxpayer MDC Holdings of the Termination Objection Notice, Corporate Taxpayer MDC Holdings and the KarpReilly Representative Stagwell shall employ the Reconciliation ProceduresProcedures (in which event the Early Termination Schedule shall become final and binding on the Parties on the date of determination of the expert pursuant to Section 7.12). The date on which every the Early Termination Schedule under this Agreement becomes final and binding on the Parties in accordance with this Section 4.2 4.02 shall be the “Early Termination Effective Reference Date.”. If the Early Termination Schedule relating to the calculation of payments payable to KarpReilly, LLC or any of its Affiliates hereunder is amended to reflect a revised calculation methodology that, if utilized in the calculation of amounts payable to one or more other LLC Unit Holders, would change the amounts payable to such other Persons hereunder, the Corporate Taxpayer shall utilize such revised methodology with respect to all LLC Unit Holders and make additional payments (or reduce payments, if any), as applicable.

Early Termination Notice. If Corporate Taxpayer the Corporation chooses to exercise its right of early termination under Section 4.1 above, Corporate Taxpayer the Corporation shall deliver to the KarpReilly Representative and each LLC Unit Holder Members a notice of such intention the Corporation’s decision to exercise such right (an “Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment Payment. The Corporation shall also (x) deliver supporting schedules and work papers, as determined by the Corporation or as reasonably requested by a Member, that provide a reasonable level of detail regarding the data and calculations that were relevant for purposes of preparing the Early Termination Schedule; (y) deliver an Advisory Firm Letter supporting such LLC Unit HolderEarly Termination Schedule; and (z) allow the Members and their advisors to have reasonable access to the appropriate representatives, as determined by the Corporation or as reasonably requested by the Members, at the Corporation and the Advisory Firm in connection with a review of such Early Termination Schedule. The Early Termination Schedule provided to an LLC Unit Holder shall become final and binding on each LLC Unit Holder (other than with respect to KarpReilly, LLC and its Affilitates) immediately; except that the Early Termination Schedule will become final and binding with respect to KarpReilly, LLC and its Affiliates Party thirty (30) calendar days from the first date on which the Corporate Taxpayer sent the Xxxx Xxxxxx Representative Members received such Early Termination Schedule unless unless: (ai) the KarpReilly Representative a Member within thirty (30) calendar days after receiving the date Early Termination Schedule, provides the Corporate Taxpayer sent such Schedule or amendment thereto provides Corporate Taxpayer Corporation with an Objection Notice with respect (A) notice of a material objection to such Early Termination Schedule made in good faith and setting forth in reasonable detail such Member’s material objection (a “Termination Objection Notice”) and (B) a letter from an Advisory Firm (that is different from the Advisory Firm that was used by the Corporation to prepare the Early Termination Schedule) in support of such Termination Objection Notice; or (bii) the applicable LLC Unit Holder each Member provides a written waiver of the such right of the KarpReilly Representative to provide any a Termination Objection Notice with respect to such Schedule or amendment thereto within the period described in clause (a)i) above, in which case such Early Termination Schedule or amendment thereto becomes binding on the date the waiver from all Members is received by Corporate Taxpayerthe Corporation. If Corporate Taxpayer In the event that a Member timely delivers a Termination Objection Notice pursuant to clause (i) above, and if the KarpReilly RepresentativeParties, for any reason, are unable to successfully resolve the issues raised in such the Termination Objection Notice within thirty (30) calendar days after receipt by Corporate Taxpayer the Corporation of the Termination Objection Notice, Corporate Taxpayer the Corporation and the KarpReilly Representative such Member shall employ the Reconciliation Procedures. The date on which every Early Termination Schedule under this Agreement becomes final in accordance with this Section 4.2 shall be For the “Early Termination Effective Date”. If the Early Termination Schedule relating avoidance of doubt, and notwithstanding anything to the calculation of payments payable to KarpReilly, LLC or any of its Affiliates hereunder is amended to reflect a revised calculation methodology that, if utilized in the calculation of amounts payable to one or more other LLC Unit Holders, would change the amounts payable to such other Persons hereundercontrary herein, the Corporate Taxpayer shall utilize such revised methodology with respect to all LLC Unit Holders expense of preparing and make additional payments (or reduce payments, if any), as applicable.obtaining the letter from an

Early Termination Notice. If Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above, Corporate Taxpayer shall deliver to the KarpReilly Xxxxx Representative and each LLC Unit Holder notice of such intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment for such LLC each Unit Holder. The Early Termination Schedule provided to an LLC Unit Holder shall become final and binding on each LLC Unit Holder (other than with respect to KarpReilly, LLC and its Affilitates) immediately; except that the Early Termination Schedule will become final and binding with respect to KarpReilly, LLC and its Affiliates Xxxxx Representative thirty (30) calendar days from the first date on which the Corporate Taxpayer sent the Xxxx Xxxxxx Xxxxx Representative such Early Termination Schedule unless (a) the KarpReilly Xxxxx Representative within thirty (30) calendar days after the date the Corporate Taxpayer sent such Schedule or amendment thereto provides Corporate Taxpayer with an Objection Notice with respect to such Early Termination Schedule or (b) the applicable LLC Unit Holder provides a written waiver of the right of the KarpReilly Xxxxx Representative to provide any Objection Notice with respect to such Schedule or amendment thereto within the period described in clause (a), in which case such Schedule or amendment thereto becomes binding on the date the waiver is received by Corporate Taxpayer. If Corporate Taxpayer and the KarpReilly Xxxxx Representative, for any reason, are unable to resolve the issues raised in such Objection Notice within thirty (30) calendar days after receipt by Corporate Taxpayer of the Objection Notice, Corporate Taxpayer and the KarpReilly Xxxxx Representative shall employ the Reconciliation Procedures. The date on which every Early Termination Schedule under this Agreement becomes final with respect to all LLC Unit Holders in accordance with this Section 4.2 shall be the “Early Termination Effective Date”. If the Early Termination Schedule relating to the calculation of payments payable to KarpReilly, any LLC Unit Holder or any of its respective Affiliates hereunder or to any recipient under the Former LLC Owner TRA is amended to reflect a revised calculation methodology that, if utilized in the calculation of amounts payable to one or more other LLC Unit HoldersHolders or such other recipient, would change the amounts payable to such other Persons hereunderhereunder or under the Former LLC Owner TRA, the Corporate Taxpayer shall utilize such revised methodology with respect to all LLC Unit Holders and make additional payments (or reduce payments, if any), as applicable.

Early Termination Notice. If Corporate Taxpayer the Corporation chooses to exercise its right of early termination under Section 4.1 above, Corporate Taxpayer the Corporation shall deliver to the KarpReilly Representative Agent and each LLC Unit Self-Represented TRA Holder notice of such intention to exercise such right (the “Early Termination Notice”). Upon delivery of the Early Termination Notice or the occurrence of an event described in Section 4.2 or a Breach described in Section 4.3(a), the Corporation shall deliver to the Agent and each Self-Represented TRA Holder (a) and a schedule (the “Early Termination Schedule”) specifying Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment for and the amount due to the relevant TRA Holder (the “Early Termination Schedule”) and (b) any other work papers reasonably requested by the Agent and any Self-Represented TRA Holder. In addition, the Corporation shall allow the Agent and each Self-Represented TRA Holder reasonable access (that does not interfere with the ongoing operations of the business of the Corporation) to the appropriate representatives of the Corporation in connection with a review of such LLC Unit HolderEarly Termination Schedule and (c) a Corporation Letter supporting such Early Termination Schedule. The Early Termination Schedule provided to an LLC Unit Holder shall become final and binding on each LLC Unit Holder (other than with respect to KarpReilly, LLC and its Affilitates) immediately; except that the Early Termination Schedule will become final and binding with respect to KarpReilly, LLC and its Affiliates thirty (30) all parties hereto 30 calendar days from the first date on which the Corporate Taxpayer sent the Xxxx Xxxxxx Representative such Early Termination Schedule unless (a) the KarpReilly Representative within thirty (30) calendar days after the date the Corporate Taxpayer sent Agent or Self-Represented TRA Holder, as applicable, has received such Schedule or amendment thereto unless the Agent or Self-Represented TRA Holder (x) provides Corporate Taxpayer the Corporation with an Objection Notice with respect notice of a material objection to such Schedule, made in good faith, within 30 calendar days after receiving the Early Termination Schedule (“Material Objection Notice”) or (by) the applicable LLC Unit Holder provides a written waiver of the such right of the KarpReilly Representative to provide any a Material Objection Notice with respect to such Schedule or amendment thereto within the period described in the foregoing clause (ax), in which case case, such Schedule or amendment thereto becomes shall become final and binding on the date a waiver from the waiver is Agent or Self-Represented TRA Holder, as applicable, has been received by Corporate Taxpayerthe Corporation. If Corporate Taxpayer the Corporation and the KarpReilly RepresentativeAgent or Self-Represented TRA Holder, for any reason, are unable to successfully resolve the issues raised in such Objection Notice notice within thirty (30) 30 calendar days after receipt by Corporate Taxpayer the Corporation of the Material Objection Notice, Corporate Taxpayer the Corporation and the KarpReilly Representative Agent or such Self-Represented TRA Holder shall employ the Reconciliation Procedures. The date on which every Early Termination Schedule under this Agreement becomes final Procedures set forth in accordance with this Section 4.2 shall be the “Early Termination Effective Date”. If the Early Termination Schedule relating to the calculation of payments payable to KarpReilly, LLC or any of its Affiliates hereunder is amended to reflect a revised calculation methodology that, if utilized in the calculation of amounts payable to one or more other LLC Unit Holders, would change the amounts payable to such other Persons hereunder, the Corporate Taxpayer shall utilize such revised methodology with respect to all LLC Unit Holders and make additional payments (or reduce payments, if any), as applicable7.9.

Early Termination Notice. If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above4.1, the Corporate Taxpayer shall deliver to the KarpReilly Representative and each LLC Unit Holder Stockholder Representative, notice of such intention to exercise such right (“"Early Termination Notice”") and a schedule (the “"Early Termination Schedule”") specifying the Corporate Taxpayer’s 's intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment for such LLC Unit Holdereach Stockholder. The Early Termination Schedule provided to an LLC Unit Holder shall become final and binding on each LLC Unit Holder (other than with respect to KarpReilly, LLC and its Affilitates) immediately; except that the Early Termination Schedule will become final and binding with respect to KarpReilly, LLC the Stockholder Representative and its Affiliates each Stockholder thirty (30) calendar days from the first date on which the Corporate Taxpayer sent the Xxxx Xxxxxx Stockholder Representative such Early Termination Schedule unless (a) the KarpReilly Stockholder Representative within thirty (30) calendar days after the date the Corporate Taxpayer sent such Schedule or amendment thereto provides the Corporate Taxpayer with an Objection Notice with respect to such Early Termination Schedule or (b) the applicable LLC Unit Holder Stockholder Representative provides a written waiver of the right of the KarpReilly Representative to provide any Objection Notice with respect to such Schedule or amendment thereto within the period described in clause (a)) above, in which case such Schedule or amendment thereto becomes binding on the date the waiver is received by the Corporate Taxpayer. If the Corporate Taxpayer and the KarpReilly Stockholder Representative, for any reason, are unable to resolve the issues raised in such Objection Notice within thirty (30) calendar days after receipt by the Corporate Taxpayer of the Objection Notice, the Corporate Taxpayer and the KarpReilly Stockholder Representative shall employ the Reconciliation Procedures. The date on which every Early Termination Schedule under this Agreement becomes final with respect to all Stockholders in accordance with this Section 4.2 shall be the “"Early Termination Effective Date”. If the Early Termination Schedule relating to the calculation of payments payable to KarpReilly, LLC or any of its Affiliates hereunder is amended to reflect a revised calculation methodology that, if utilized in the calculation of amounts payable to one or more other LLC Unit Holders, would change the amounts payable to such other Persons hereunder, the Corporate Taxpayer shall utilize such revised methodology with respect to all LLC Unit Holders and make additional payments (or reduce payments, if any), as applicable".

Early Termination Notice. If Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above, Corporate Taxpayer shall deliver to the KarpReilly Xxxxx Representative and each LLC Unit Holder Exchanged Owner notice of such intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment for such LLC Unit Holdereach Exchanged Owner. The Early Termination Schedule provided to an LLC Unit Holder Exchanged Owner shall become final and binding on each LLC Unit Holder (other than with respect to KarpReilly, LLC Exchanged Owner and its Affilitates) immediately; except that the Early Termination Schedule will become final and binding with respect to KarpReilly, LLC and its Affiliates Xxxxx Representative thirty (30) calendar days from the first date on which the Corporate Taxpayer sent the Xxxx Xxxxxx Xxxxx Representative such Early Termination Schedule unless (a) the KarpReilly Xxxxx Representative within thirty (30) calendar days after the date the Corporate Taxpayer sent such Schedule or amendment thereto provides Corporate Taxpayer with an Objection Notice with respect to such Early Termination Schedule or (b) the applicable LLC Unit Holder Exchanged Owner provides a written waiver of the right of the KarpReilly Xxxxx Representative to provide any Objection Notice with respect to such Schedule or amendment thereto within the period described in clause (a), in which case such Schedule or amendment thereto becomes binding on the date the waiver is received by Corporate Taxpayer. If Corporate Taxpayer and the KarpReilly Xxxxx Representative, for any reason, are unable to resolve the issues raised in such Objection Notice within thirty (30) calendar days after receipt by Corporate Taxpayer of the Objection Notice, Corporate Taxpayer and the KarpReilly Xxxxx Representative shall employ the Reconciliation Procedures. The date on which every Early Termination Schedule under this Agreement becomes final with respect to all Exchanged Owners in accordance with this Section 4.2 shall be the “Early Termination Effective Date”. If the Early Termination Schedule relating to the calculation of payments payable to KarpReilly, LLC any Exchanged Owner or any of its respective Affiliates hereunder or to any recipient under the Continuing LLC Owner TRA is amended to reflect a revised calculation methodology that, if utilized in the calculation of amounts payable to one or more other LLC Unit HoldersExchanged Owners or such other recipient, would change the amounts payable to such other Persons hereunderhereunder or under the Continuing LLC Owner TRA, the Corporate Taxpayer shall utilize such revised methodology with respect to all LLC Unit Holders Exchanged Owners and make additional payments (or reduce payments, if any), as applicable.