Early Termination Right. With the written approval of a majority of the Independent Directors, Holdings may completely terminate this Agreement, as and to the extent provided herein, with respect to all amounts payable to RIHI by paying to RIHI the Early Termination Payment; provided, that any Early Termination Payment made to RIHI pursuant to this Section 4.1(a) is matched by an Early Termination Payment to WP under Section 4.1(a) of the WP TRA and in complete termination of the WP TRA, and provided, further, that Holdings may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon Holdings’ payment of the Early Termination Payment, Holdings shall not have any further payment obligations under this Agreement, other than with respect to any: (i) prior Tax Benefit Payments that are due and payable under this Agreement but that still remain unpaid as of the date of the Early Termination Notice; and (ii) current Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in clause (ii) is included in the calculation of the Early Termination Payment). If a Sale subsequently occurs with respect to Common Units for which Holdings has exercised its termination rights under this Section 4.1(a), Holdings shall have no obligations under this Agreement with respect to such Sale.
Appears in 2 contracts
Samples: Tax Receivable Agreement (RE/MAX Holdings, Inc.), Tax Receivable Agreement (RE/MAX Holdings, Inc.)
Early Termination Right. With the written approval of a majority of the Independent Directors, Holdings may completely terminate this Agreement, as and to the extent provided herein, with respect to all amounts payable to RIHI WP by paying to RIHI WP the Early Termination Payment; provided, that any Early Termination Payment made to RIHI WP pursuant to this Section 4.1(a) is matched by an Early Termination Payment to WP RIHI under Section 4.1(a) of the WP RIHI TRA and in complete termination of the WP RIHI TRA, and provided, further, that Holdings may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon Holdings’ payment of the Early Termination Payment, Holdings shall not have any further payment obligations under this Agreement, other than with respect to any: (i) prior Tax Benefit Payments that are due and payable under this Agreement but that still remain unpaid as of the date of the Early Termination Notice; and (ii) current Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in clause (ii) is included in the calculation of the Early Termination Payment). If a Sale subsequently occurs with respect to Common Units for which Holdings has exercised its termination rights under this Section 4.1(a), Holdings shall have no obligations under this Agreement with respect to such Sale.
Appears in 2 contracts
Samples: Tax Receivable Agreement (RE/MAX Holdings, Inc.), Tax Receivable Agreement (RE/MAX Holdings, Inc.)