Common use of Early Termination Notice Clause in Contracts

Early Termination Notice. If the Corporation chooses to exercise its right of early termination under Section 4.1 above, the Corporation shall deliver to the TRA Payment Recipients a notice of the Corporation’s decision to exercise such right (an “Early Termination Notice”) and a schedule (the “Early Termination Schedule”) showing in reasonable detail the calculation of the Early Termination Payment. The Corporation shall also (x) deliver supporting schedules and work papers, as determined by the Corporation or as reasonably requested by a TRA Payment Recipient, 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 a Corporation Letter supporting such Early Termination Schedule; and (z) allow the TRA Payment Recipients and their advisors to have reasonable access to the appropriate representatives, as determined by the Corporation or as reasonably requested by the TRA Payment Recipients, at the Corporation and the Advisory Firm in connection with a review of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on each Party thirty (30) calendar days from the first date on which all the TRA Payment Recipients received such Early Termination Schedule unless:

Appears in 3 contracts

Samples: Tax Receivable Agreement (EVO Payments, Inc.), Tax Receivable Agreement (EVO Payments, Inc.), Tax Receivable Agreement (EVO Payments, Inc.)

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Early Termination Notice. If the Corporation chooses to exercise its right of early termination under Section 4.1 above, the Corporation shall deliver to the TRA Payment Recipients Holder a notice of the Corporation’s decision to exercise such right (an “Early Termination Notice”). Upon delivery of the Early Termination Notice or the occurrence of an event described in Section 4.1(b) and or Section 4.1(c), the Corporation shall deliver a schedule developed in consultation with the Advisory Firm (the “Early Termination Schedule”) showing in reasonable detail the calculation of the Early Termination Payment. The Corporation shall also (x) deliver to the TRA Holder supporting schedules and work paperspapers from the Advisory Firm, as determined by the Corporation or as and any additional materials reasonably requested by a the TRA Payment Recipient, Holder that provide a reasonable level of detail regarding are reasonably necessary in order to understand the data and calculations that were relevant for purposes of preparing the Early Termination Schedule; and (y) deliver a Corporation Letter supporting such Early Termination Schedule; and (z) allow the TRA Payment Recipients Holder and their its advisors to have reasonable access to the appropriate representatives, representatives at the Corporation and the applicable Advisory Firm as determined by the Corporation or as reasonably requested by the TRA Payment Recipients, at the Corporation and the Advisory Firm Holder in connection with a review of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on each Party thirty forty-five (3045) calendar days from the first date on which all the TRA Payment Recipients Holder received such Early Termination Schedule (and supporting schedules and work papers) unless:

Appears in 3 contracts

Samples: Tax Receivable Agreement (Bitcoin Depot Inc.), Tax Receivable Agreement (GSR II Meteora Acquisition Corp.), Tax Receivable Agreement (GSR II Meteora Acquisition Corp.)

Early Termination Notice. If the Corporation Parent chooses to exercise its right of early termination under Section 4.1 4.2 above, the Corporation Parent shall deliver to the TRA Payment Recipients Beneficiaries and the Blocker Corporation Owners a notice of the CorporationParent’s decision to exercise such right (an “Early Termination Notice”) and a schedule (the “Early Termination Schedule”) showing in reasonable detail the calculation of the Early Termination Payment. The Corporation Parent shall also (x) deliver supporting schedules and work papers, as determined by the Corporation Parent or as reasonably requested by a TRA Payment RecipientBeneficiary or Blocker Corporation Owner, 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 a Corporation Parent Letter supporting such Early Termination Schedule; and (z) allow the TRA Payment Recipients Beneficiaries or Blocker Corporation Owners and their advisors to have reasonable access to the appropriate representatives, as determined by the Corporation Parent or as reasonably requested by the TRA Payment RecipientsBeneficiaries or Blocker Corporation Owner, at the Corporation Parent and the Advisory Firm in connection with a review of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on each Party thirty forty-five (3045) calendar days from the first date on which all the TRA Payment Recipients Beneficiaries or Blocker Corporation Owners received such Early Termination Schedule unless:

Appears in 2 contracts

Samples: Tax Receivable Agreement (GreenSky, Inc.), Tax Receivable Agreement (GreenSky, Inc.)

Early Termination Notice. If the Corporation chooses to exercise its right of early termination under Section 4.1 above4.1(a), the Corporation shall deliver to the TRA Payment Recipients Holder Representative a notice of the Corporation’s decision to exercise such right (an “Early Termination Notice”). Upon delivery of the Early Termination Notice or the occurrence of an event described in Section 4.1(b) and or 4.1(c), the Corporation shall deliver a schedule developed in consultation with the Advisory Firm (the “Early Termination Schedule”) showing in reasonable detail the calculation of the Early Termination Payment. The Corporation shall also (xa) deliver to the TRA Holder Representative supporting schedules and work papers, as determined by papers from the Corporation or as Advisory Firm and any additional materials reasonably requested by a the TRA Payment Recipient, Holder Representative that provide a reasonable level of detail regarding are reasonably necessary in order to understand the data and calculations that were relevant for purposes of preparing the Early Termination Schedule; (y) deliver a Corporation Letter supporting such Early Termination Schedule; and (zb) allow the TRA Payment Recipients Holder Representative and their its advisors and representatives to have reasonable access to the appropriate representatives, representatives (including employees) of the Corporation and the applicable Advisory Firm as determined by the Corporation or as reasonably requested by the TRA Payment RecipientsHolder Representative, at the Corporation and the Advisory Firm in connection with a review of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on each Party thirty forty-five (3045) calendar days from the first date on which all the TRA Payment Recipients Holder Representative received such Early Termination Schedule unless:

Appears in 2 contracts

Samples: Tax Receivable Agreement (QualTek Services Inc.), Tax Receivable Agreement (Roth CH Acquisition III Co)

Early Termination Notice. If the Corporation chooses to exercise its right of early termination under Section 4.1 4.1(a) above, the Corporation shall deliver to the TRA Payment Recipients Holder Representative a notice of the Corporation’s decision to exercise such right (an “Early Termination Notice”). Upon delivery of the Early Termination Notice or the occurrence of an event described in Section 4.1(b) and or Section 4.1(c), the Corporation shall deliver a schedule developed in consultation with the Advisory Firm (the “Early Termination Schedule”) showing in reasonable detail the calculation of the Early Termination Payment. The Corporation shall also (x) deliver to the TRA Holder Representative supporting schedules and work paperspapers from an Advisory Firm, as determined by the a Corporation or as Letter, and any additional materials reasonably requested by a the TRA Payment Recipient, Holder Representative that provide a reasonable level of detail regarding are reasonably necessary in order to understand the data and calculations that were relevant for purposes of preparing the Early Termination Schedule; and (y) deliver a Corporation Letter supporting such Early Termination Schedule; and (z) allow the TRA Payment Recipients Holder Representative and their its advisors to have reasonable access to the appropriate representatives, representatives at the Corporation and the applicable Advisory Firm as determined by the Corporation or as reasonably requested by the TRA Payment Recipients, at the Corporation and the Advisory Firm Holder Representative in connection with a review of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on each Party thirty sixty (3060) calendar days from the first date on which all the TRA Payment Recipients Holder Representative received such Early Termination Schedule unless:

Appears in 2 contracts

Samples: Tax Receivable Agreement (Falcon's Beyond Global, Inc.), Tax Receivable Agreement (FAST Acquisition Corp. II)

Early Termination Notice. If the Corporation chooses to exercise its right of early termination under Section 4.1 above, the Corporation shall deliver to the TRA Payment Recipients Holder Representative a notice of the Corporation’s decision to exercise such right (an “Early Termination Notice”). Upon delivery of the Early Termination Notice or the occurrence of an event described in Section 4.1(b) and or (c) (or an early termination pursuant to Section 4.1(d)), the Corporation shall deliver a schedule developed in consultation with the Advisory Firm (the “Early Termination Schedule”) showing in reasonable detail the calculation of the Early Termination Payment. The Corporation shall also (x) deliver to the TRA Holder Representative supporting schedules and work papers, as determined by the Corporation or as papers from an Advisory Firm and any additional materials reasonably requested by a the TRA Payment Recipient, Holder Representative that provide a reasonable level of detail regarding are reasonably necessary in order to understand the data and calculations that were relevant for purposes of preparing the Early Termination Schedule; and (y) deliver a Corporation Letter supporting such Early Termination Schedule; and (z) allow the TRA Payment Recipients Holder Representative and their its advisors to have reasonable access to the appropriate representatives, representatives at the Corporation and the applicable Advisory Firm as determined by the Corporation or as reasonably requested by the TRA Payment RecipientsHolder Representative, at the Corporation and the Advisory Firm in connection with a review of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on each Party thirty (30) calendar days from the first date on which all the TRA Payment Recipients Holder Representative received such Early Termination Schedule unless:

Appears in 2 contracts

Samples: Tax Receivable Agreement (System1, Inc.), Business Combination Agreement (Trebia Acquisition Corp.)

Early Termination Notice. If the Corporation chooses to exercise its right of early termination under Section 4.1 above, the Corporation shall deliver to the TRA Payment Recipients Holder Representative a notice of the Corporation’s decision to exercise such right (an “Early Termination Notice”) and ). Upon delivery of the Early Termination Notice or the occurrence of an event described in Section 4.1 (or an early termination pursuant to Section 4.1), the Corporation shall deliver a schedule developed in consultation with the Advisory Firm (the “Early Termination Schedule”) showing in reasonable detail the calculation of the Early Termination Payment. The Corporation shall also (xa) deliver to the TRA Holder Representative supporting schedules and work papers, as determined by the Corporation or as papers from an Advisory Firm and any additional materials reasonably requested by a the TRA Payment Recipient, Holder Representative that provide a reasonable level of detail regarding are reasonably necessary in order to understand the data and calculations that were relevant for purposes of preparing the Early Termination Schedule; (y) deliver a Corporation Letter supporting such Early Termination Schedule; and (zb) allow the TRA Payment Recipients Holder Representative and their its advisors to have reasonable access to the appropriate representatives, representatives at the Corporation and the applicable Advisory Firm as determined by the Corporation or as reasonably requested by the TRA Payment RecipientsHolder Representative, at the Corporation and the Advisory Firm in connection with a review of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on each Party thirty forty-five (3045) calendar days from the first date on which all the TRA Payment Recipients Holder Representative received such Early Termination Schedule unless:

Appears in 2 contracts

Samples: Tax Receivable Agreement (Flyexclusive Inc.), Operating Agreement (EG Acquisition Corp.)

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Early Termination Notice. If the Corporation chooses to exercise its right of early termination under Section 4.1 above, the Corporation shall deliver to the TRA Payment Recipients Holder Representative a notice of the Corporation’s decision to exercise such right (an “Early Termination Notice”). Upon delivery of the Early Termination Notice or the occurrence of an event described in Sections 4.1(b) and or 4.1(c), the Corporation shall deliver a schedule developed in consultation with the Advisory Firm (the “Early Termination Schedule”) showing in reasonable detail the calculation of the Early Termination Payment. The Corporation shall also (x) deliver to the TRA Holder Representative supporting schedules and work paperspapers from an Advisory Firm, as determined by the Corporation or as and any additional materials reasonably requested by a the TRA Payment Recipient, Holder Representative that provide a reasonable level of detail regarding are reasonably necessary in order to understand the data and calculations that were relevant for purposes of preparing the Early Termination Schedule; and (y) deliver a Corporation Letter supporting such Early Termination Schedule; and (z) allow the TRA Payment Recipients Holder Representative and their its advisors to have reasonable access to the appropriate representatives, representatives at the Corporation and the applicable Advisory Firm as determined by the Corporation or as reasonably requested by the TRA Payment Recipients, at the Corporation and the Advisory Firm Holder Representative in connection with a review of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on each Party thirty (30) calendar days from the first date on which all the TRA Payment Recipients Holder Representative received such Early Termination Schedule unless:

Appears in 2 contracts

Samples: Tax Receivable Agreement (Vivid Seats Inc.), Limited Liability Company Agreement (Horizon Acquisition Corp)

Early Termination Notice. If the Corporation Parent chooses to exercise its right of early termination under Section 4.1 4.2 above, the Corporation Parent shall deliver to the TRA Payment Recipients Beneficiaries and the Blocker Holder a notice of the CorporationParent’s decision to exercise such right (an “Early Termination Notice”) and a schedule (the “Early Termination Schedule”) showing in reasonable detail the calculation of the Early Termination Payment. The Corporation Parent shall also (x) deliver supporting schedules and work papers, as determined by the Corporation Parent or as reasonably requested by a TRA Payment RecipientBeneficiary or the Blocker Holder, 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 a Corporation Parent Letter supporting such Early Termination Schedule; and (z) allow the TRA Payment Recipients Beneficiaries or the Blocker Holder and their advisors to have reasonable access to the appropriate representatives, as determined by the Corporation Parent or as reasonably requested by the TRA Payment RecipientsBeneficiaries or the Blocker Holder, at the Corporation Parent and the Advisory Firm in connection with a review of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on each Party thirty forty-five (3045) calendar days from the first date on which all the TRA Payment Recipients Beneficiaries or the Blocker Holder received such Early Termination Schedule unless:

Appears in 2 contracts

Samples: Tax Receivable Agreement (Open Lending Corp), Tax Receivable Agreement (Nebula Acquisition Corp)

Early Termination Notice. If the Corporation chooses to exercise its right of early termination under Section 4.1 above, the Corporation shall deliver to the TRA Payment Recipients Holder Representative a notice of the Corporation’s decision to exercise such right (an “Early Termination Notice”) and ). Upon delivery of the Early Termination Notice or the occurrence of an event described in Section 4.1 (or an early termination pursuant to Section 4.1), the Corporation shall deliver a schedule developed in consultation with the Advisory Firm (the “Early Termination Schedule”) showing in reasonable detail the calculation of the Early Termination Payment. The Corporation shall also (x) deliver to the TRA Holder Representative supporting schedules and work papers, as determined by the Corporation or as papers from an Advisory Firm and any additional materials reasonably requested by a the TRA Payment Recipient, Holder Representative that provide a reasonable level of detail regarding are reasonably necessary in order to understand the data and calculations that were relevant for purposes of preparing the Early Termination Schedule; and (y) deliver a Corporation Letter supporting such Early Termination Schedule; and (z) allow the TRA Payment Recipients Holder Representative and their its advisors to have reasonable access to the appropriate representatives, representatives at the Corporation and the applicable Advisory Firm as determined by the Corporation or as reasonably requested by the TRA Payment RecipientsHolder Representative, at the Corporation and the Advisory Firm in connection with a review of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on each Party thirty forty-five (3045) calendar days from the first date on which all the TRA Payment Recipients Holder Representative received such Early Termination Schedule unless:

Appears in 1 contract

Samples: Tax Receivable Agreement (Sky Harbour Group Corp)

Early Termination Notice. If the Corporation chooses to exercise its right of early termination under Section 4.1 above, the Corporation shall deliver to the TRA Payment Recipients Holder Representative a notice of the Corporation’s decision to exercise such right (an “Early Termination Notice”). Upon delivery of the Early Termination Notice or the occurrence of an event described in Section 4.1(b) and or (c) (or an early termination pursuant to Section 4.1(d)), the Corporation shall deliver a schedule developed in consultation with the Advisory Firm (the “Early Termination Schedule”) showing in reasonable detail the calculation of the Early Termination Payment. The Corporation shall also (x) deliver to the TRA Holder Representative supporting schedules and work papers, as determined by the Corporation or as papers from an Advisory Firm and any additional materials reasonably requested by a the TRA Payment Recipient, Holder Representative that provide a reasonable level of detail regarding are reasonably necessary in order to understand the data and calculations that were relevant for purposes of preparing the Early Termination Schedule; and (y) deliver a Corporation Letter supporting such Early Termination Schedule; and (z) allow the TRA Payment Recipients Holder Representative and their its advisors to have reasonable access to the appropriate representatives, representatives at the Corporation and the applicable Advisory Firm as determined by the Corporation or as reasonably requested by the TRA Payment RecipientsHolder Representative, at the Corporation and the Advisory Firm in connection with a review of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on each Party thirty forty-five (3045) calendar days from the first date on which all the TRA Payment Recipients Holder Representative received such Early Termination Schedule unless:

Appears in 1 contract

Samples: Tax Receivable Agreement (AST SpaceMobile, Inc.)

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