Common use of Repurchase Rights Upon Termination of Employment of the Management Securityholder Clause in Contracts

Repurchase Rights Upon Termination of Employment of the Management Securityholder. After giving effect to Section 2.3 hereof: (a) upon the Termination of Employment of the Management Securityholder by the Partnership or one of its Subsidiaries for Cause or due to the Management Securityholder’s breach of his noncompetition and nonsolicitation obligations under the Employment Agreement, the Partnership shall have a Repurchase Right to purchase all or a portion of the Class A Units owned by the Management Securityholder and his Permitted Transferees; and (b) upon the Termination of Employment of the Management Securityholder for any reason, the Partnership (or its designee) shall have a Repurchase Right to purchase all or any portion of the Vested Class B Units owned by the Management Securityholder and his Permitted Transferees, in the manner, for the price and on the terms and conditions contained in this Article III. The foregoing Repurchase Rights shall be exercisable by the delivery of irrevocable written notice (a “Call Notice”) by the Partnership (or its designee) upon the Management Securityholder and his Permitted Transferees at any time during the period commencing on (x) with respect to the Repurchase Right described in Section 3.1(a) above, the date of the for “Cause” Termination of Employment or other violation described in 3.1(a) above occurs and (y) in the case of the Repurchase Right described in Section 3.1(b) above, the date of Termination of Employment, and ending, in the case of clause (x), one year thereafter, or in the case of clause (y), thirty (30) days thereafter.

Repurchase Rights Upon Termination of Employment of the Management Securityholder. After giving effect to Section 2.3 hereof: (a) upon the Termination of Employment of the Management Securityholder by the Partnership or one of its Subsidiaries for the reasons set forth in clauses (i) and (ii) of the definition of Cause set forth in the Employment Agreement (relating to convictions of certain felonies and other crimes), or due to the Management Securityholder’s material breach of his noncompetition and nonsolicitation obligations under the Employment AgreementAgreement (but in the case of the latter, only as such nonsolicitation obligations relate to any senior executive of the Partnership Group who reports directly to the Management Securityholder or who has signed an employment agreement with any member of the Partnership Group on or after the Closing Date), the Partnership shall have a Repurchase Right to purchase all or a portion of the Class A Units owned by the Management Securityholder and his Permitted Transferees; and (b) upon the Termination of Employment of the Management Securityholder for any reason, the Partnership (or its designee) shall have a Repurchase Right to purchase all or any portion (but not less than all) of the Vested Class B Units owned by the Management Securityholder and his Permitted Transferees, in the manner, for the price and on the terms and conditions contained in this Article III. The foregoing Repurchase Rights shall be exercisable by the delivery of irrevocable written notice (a “Call Notice”) by the Partnership (or its designee) upon the Management Securityholder and his Permitted Transferees at any time during the period commencing on (x) with respect to the Repurchase Right described in Section 3.1(a) above, the date of the for “Cause” Termination of Employment or other violation described in 3.1(a) above occurs and (y) in the case of the Repurchase Right described in Section 3.1(b) above, the date of Termination of Employment, and ending, in the case of clause (x), one year thereafter, or in the case of clause (y), thirty (30) days thereafter.

Repurchase Rights Upon Termination of Employment of the Management Securityholder. After giving effect to Section 2.3 hereof: (a) upon the Termination of Employment of the Management Securityholder by the Partnership or one of its Subsidiaries for Cause or due to the Management Securityholder’s breach of his her noncompetition and nonsolicitation obligations under the Employment Agreement, the Partnership shall have a Repurchase Right to purchase all or a portion of the Class A Units owned by the Management Securityholder and his her Permitted Transferees; and (b) upon the Termination of Employment of the Management Securityholder for any reason, the Partnership (or its designee) shall have a Repurchase Right to purchase all or any portion of the Vested Class B Units owned by the Management Securityholder and his her Permitted Transferees, in the manner, for the price and on the terms and conditions contained in this Article III. The foregoing Repurchase Rights shall be exercisable by the delivery of irrevocable written notice (a “Call Notice”) by the Partnership (or its designee) upon the Management Securityholder and his her Permitted Transferees at any time during the period commencing on (x) with respect to the Repurchase Right described in Section 3.1(a) above, the date of the for “Cause” Termination of Employment or other violation described in 3.1(a) above occurs and (y) in the case of the Repurchase Right described in Section 3.1(b) above, the date of Termination of Employment, and ending, in the case of clause (x), one year thereafter, or in the case of clause (y), thirty (30) days thereafter.