Common use of Successors; Assignment; Amendments; Waivers Clause in Contracts

Successors; Assignment; Amendments; Waivers. (a) No TRA Party may assign any of its rights under this Agreement in whole or in part to any Person without the prior written consent of the TRA Party Representative. Each TRA Party that receives such consent may assign any of its rights under this Agreement in whole or in part so long as the transferee has executed and delivered or, in connection with such transfer, executes and delivers to the Corporation and the TRA Party Representative a joinder to this Agreement, in the form of Exhibit A or such other form mutually agreed by the parties, agreeing to become such TRA Party for all purposes of this Agreement, except as otherwise provided in such joinder, provided that any TRA Party holding less than 10% of the rights to payment under this Agreement may only assign its rights under this agreement in whole and not in part pursuant to this Section 7.7(a). (b) The transferee and transferor of any assignment permitted under this Section 7.7 shall provide the Corporation and the TRA Party Representative a notice (which may be by PDF) of the assignment, which notice must clearly identify the name of the transferor and transferee, the Ownership Percentage being transferred, and contact information for the transferee at least three (3) Business Days prior to the effective date of such assignment. Any assignment, or attempted assignment in violation of this Agreement, including any failure of a purported transferee to enter into a joinder to this Agreement pursuant to Section 7.7(a), shall be null and void, and shall not bind or be recognized by the Corporation or the TRA Party Representative. The Corporation shall maintain at its offices a copy of each notice of assignment received pursuant to this Section 7.7(b) and upon receipt of each such notice shall update Schedule A to reflect such assignment. Schedule A, as may be amended from time to time in accordance with this Section 7.7(b), shall be conclusive absent manifest error, and the Company and the TRA Parties shall treat each Person whose name is recorded on Schedule A pursuant to the terms hereof as a TRA Party hereunder for all purposes of this Agreement. (c) No provision of this Agreement may be amended or waived unless such amendment or waiver is approved in writing by the Corporation and the TRA Party Representative. Notwithstanding anything to the contrary in this Agreement (including this Section 7.7), the execution and delivery of a joinder to this Agreement pursuant to Section 7.7(a) shall not require the consent of the Corporation. (d) All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place. (e) Notwithstanding anything to the contrary herein, the TRA Party Representative shall be permitted and authorized to sell, transfer and assign all of the rights and benefits of the TRA Parties under this Agreement (including the right to receive Tax Benefit Payments and Early Termination Payments) to either (i) the Company (with the prior written approval of a majority of the Independent Directors) or (ii) a third party that is not an Affiliate of the TRA Party Representative. In the event of such a sale, all of the rights and benefits under this Agreement of the TRA Parties immediately prior to such sale (including the right to receive Tax Benefit Payments and Early Termination Payments) shall automatically terminate and convert into the right for each such TRA Party to receive its proportionate share (based on such TRA Party’s Ownership Percentage) of the proceeds of such sale, net of any payment to the TRA Party Representative pursuant to the following sentence. The TRA Party Representative shall be entitled to receive out of the proceeds of such sale any previously unreimbursed costs and expenses of the TRA Party Representative described in Section 7.15(b). Each TRA Party hereby agrees to take such actions and execute such instruments and agreements as are required by the TRA Party Representative or such transferee in order to effectuate any sale, transfer and assignment pursuant to this Section 7.7(e).

Successors; Assignment; Amendments; Waivers. (a) No Each TRA Party may assign all or any portion of its rights under this Agreement in whole or in part to any Person without the prior written consent of the TRA Party Representative. Each TRA Party that receives such consent may assign any of its rights under this Agreement in whole or in part so as long as the such transferee has executed and delivered delivered, or, in connection with such transfer, executes and delivers to the Corporation and the TRA Party Representative delivers, a joinder to this Agreement, substantially in the form of Exhibit A or such other form mutually agreed by the partieshereto, agreeing to become such a TRA Party for all purposes of this Agreement, except as otherwise provided in such joinderjoinder (a “Joinder”). For avoidance of doubt, provided that any this Section 7.6(a) shall apply regardless of whether such TRA Party holding less than 10% continues to hold any interest in the Corporate Taxpayer or OpCo. For the avoidance of doubt, if a TRA Party transfers Units in accordance with the terms of the rights LLC Agreement but does not assign to payment under this Agreement may only assign the transferee of such Units its rights under this agreement in whole and not in part pursuant Agreement with respect to this Section 7.7(a). (b) The transferee and transferor of any assignment permitted under this Section 7.7 shall provide the Corporation and the such transferred Units, such TRA Party Representative shall continue to be entitled to receive the Tax Benefit Payments arising in respect of a notice (which may be by PDF) of the assignment, which notice must clearly identify the name of the transferor and transferee, the Ownership Percentage being transferred, and contact information for the transferee at least three (3) Business Days prior to the effective date subsequent Exchange of such assignmentUnits. Any assignment, or attempted assignment in violation of this Agreement, including any failure of a purported transferee assignee to enter into a joinder Joinder or to this Agreement pursuant provide any forms or other information to Section 7.7(a)the extent required hereunder, shall be null and void, and shall not bind or be recognized by the Corporation Corporate Taxpayer or the TRA Party RepresentativeParties. The Corporation shall maintain at its offices a copy of each notice of assignment received pursuant to this Section 7.7(b) and upon receipt of each such notice shall update Schedule A to reflect such assignment. Schedule A, as may be amended from time to time in accordance with this Section 7.7(b), Corporate Taxpayer shall be conclusive absent manifest error, entitled to treat the record owner of any rights under this Agreement as the absolute owner thereof and the Company and the TRA Parties shall treat each Person whose name incur no liability for payments made in good faith to such owner until such time as a written assignment of such rights is recorded on Schedule A permitted pursuant to the terms hereof as and conditions of this Section 7.6(a) and has been recorded on the books of the Corporate Taxpayer. In addition, each Person listed on Schedule I attached hereto may, in addition to and in replacement of any power-of-attorney, become a TRA Party hereunder for all purposes at any time after the date hereof and prior to the time of an Exchange by such Person by delivering an executed signature page without the consent of the other parties to this Agreement. (cb) No provision of this Agreement may be amended or waived unless such amendment or waiver is approved in writing by each of the Corporation Corporate Taxpayer and by the TRA Parties who would be entitled to receive at least 50% of the total amount of the Early Termination Payments payable to all TRA Parties hereunder if the Corporate Taxpayer had exercised its right of early termination on the date of the most recent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any TRA Party Representative. Notwithstanding anything to the contrary in this Agreement (including this Section 7.7), the execution and delivery of a joinder pursuant to this Agreement since the date of such most recent Exchange); provided, that no such amendment shall be effective if such amendment will have a disproportionate effect on the payments one or more TRA Parties receive under this Agreement unless such amendment is consented to in writing by such TRA Parties disproportionately affected who would be entitled to receive at least 50% of the total amount of the Early Termination Payments payable to all TRA Parties disproportionately affected hereunder if the Corporate Taxpayer had exercised its right of early termination on the date of the most recent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any TRA Party pursuant to Section 7.7(a) shall not require this Agreement since the consent date of such most recent Exchange). No provision of this Agreement may be waived unless such waiver is in writing and signed by the Corporationparty against whom the waiver is to be effective. (dc) All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation Corporate Taxpayer shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the CorporationCorporate Taxpayer, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation Corporate Taxpayer would be required to perform if no such succession had taken place. (e) Notwithstanding anything to the contrary herein, the TRA Party Representative shall be permitted and authorized to sell, transfer and assign all of the rights and benefits of the TRA Parties under this Agreement (including the right to receive Tax Benefit Payments and Early Termination Payments) to either (i) the Company (with the prior written approval of a majority of the Independent Directors) or (ii) a third party that is not an Affiliate of the TRA Party Representative. In the event of such a sale, all of the rights and benefits under this Agreement of the TRA Parties immediately prior to such sale (including the right to receive Tax Benefit Payments and Early Termination Payments) shall automatically terminate and convert into the right for each such TRA Party to receive its proportionate share (based on such TRA Party’s Ownership Percentage) of the proceeds of such sale, net of any payment to the TRA Party Representative pursuant to the following sentence. The TRA Party Representative shall be entitled to receive out of the proceeds of such sale any previously unreimbursed costs and expenses of the TRA Party Representative described in Section 7.15(b). Each TRA Party hereby agrees to take such actions and execute such instruments and agreements as are required by the TRA Party Representative or such transferee in order to effectuate any sale, transfer and assignment pursuant to this Section 7.7(e).

Successors; Assignment; Amendments; Waivers. (a) No Each TRA Party, each Non-Party Member and each Exchange Registration Holder (including Employee Holdco to any member thereof) may assign any of its rights under this Agreement in whole or in part to any Person without the prior written consent of the TRA Party Representative. Each TRA Party that receives such consent may assign any of its rights under this Agreement in whole or in part so as long as the such transferee has executed and delivered delivered, or, in connection with such transfer, executes and delivers to the Corporation and the TRA Party Representative delivers, a joinder to this Agreement, in the form of Exhibit A or such other form mutually agreed by the parties, agreeing to become such a TRA Party for all purposes of this Agreement, except as otherwise provided in such joinder. To the extent that an Exchange Registration Holder Exchanges its interests in accordance with the LLC Agreement, provided that any the Employee Holdco LLC Agreement or the Registration Rights Agreement, as applicable, then such Exchange Registration Holder shall have the right, in connection with such Exchange, to execute and deliver a joinder to this Agreement, substantially in the form of Exhibit A, whereupon such Exchange Registration Holder shall become a TRA Party holding less than 10% of the rights to payment under this Agreement may only assign its rights under this agreement in whole and not in part pursuant to this Section 7.7(a)hereunder. (b) The transferee From and transferor of any assignment permitted under this Section 7.7 after the date hereof, each Non-Party Member shall provide have the Corporation right to execute and the TRA Party Representative a notice (which may be by PDF) of the assignment, which notice must clearly identify the name of the transferor and transferee, the Ownership Percentage being transferred, and contact information for the transferee at least three (3) Business Days prior to the effective date of such assignment. Any assignment, or attempted assignment in violation of this Agreement, including any failure of a purported transferee to enter into deliver a joinder to this Agreement pursuant to Section 7.7(a), shall be null and void, and shall not bind or be recognized by in the Corporation or the TRA Party Representative. The Corporation shall maintain at its offices a copy form of each notice of assignment received pursuant to this Section 7.7(b) and upon receipt of each such notice shall update Schedule A to reflect such assignment. Schedule Exhibit A, as may be amended from time to time in accordance with this Section 7.7(b), whereupon such Non-Party Member shall be conclusive absent manifest error, and the Company and the TRA Parties shall treat each Person whose name is recorded on Schedule A pursuant to the terms hereof as become a TRA Party hereunder for all purposes of this Agreementhereunder. (c) No provision of this Agreement may be amended or waived unless such amendment or waiver is approved in writing by the Corporation Corporate Taxpayer and each of the TRA Party RepresentativeRepresentatives; provided that any amendment to, or waiver of, the definitions of Change of Control or Market Value, Section 4.1(a), Section 7.6(a) or this proviso to Section 7.6(c) will also require the written approval of a majority of the Non-Investor Directors. Notwithstanding anything to the contrary in this Agreement (including this Section 7.77.6), (i) the execution and delivery of a joinder to this Agreement pursuant to Section 7.7(a7.6(a) or Section 7.6(b) shall not require the consent of the CorporationCorporate Taxpayer or any of the Representatives; (ii) any amendment to or waiver of Section 7.3, Section 7.6(a) and this Section 7.6(c)(ii) will also require the consent of the holders of a majority of the issued and outstanding equity interests held by Exchange Registration Holders (calculated by reference to Units held directly by such holders and the Units such holders’ interests in Employee Holdco are exchangeable into under the terms of the Employee Holdco LLC Agreement to the extent Employee Holdco is then a holder of Units) and (iii) any amendment to or waiver of Section 7.3, Section 7.6(b) and this Section 7.6(c)(iii) will also require the consent of the holders of a majority of the issued and outstanding Units held by the Non-Party Members. (d) All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation Corporate Taxpayer shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the CorporationCorporate Taxpayer, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation Corporate Taxpayer would be required to perform if no such succession had taken place. (e) Notwithstanding anything to the contrary herein, the TRA Party Representative shall be permitted and authorized to sell, transfer and assign all of the rights and benefits of the TRA Parties under this Agreement (including the right to receive Tax Benefit Payments and Early Termination Payments) to either (i) the Company (with the prior written approval of a majority of the Independent Directors) or (ii) a third party that is not an Affiliate of the TRA Party Representative. In the event of such a sale, all of the rights and benefits under this Agreement of the TRA Parties immediately prior to such sale (including the right to receive Tax Benefit Payments and Early Termination Payments) shall automatically terminate and convert into the right for each such TRA Party to receive its proportionate share (based on such TRA Party’s Ownership Percentage) of the proceeds of such sale, net of any payment to the TRA Party Representative pursuant to the following sentence. The TRA Party Representative shall be entitled to receive out of the proceeds of such sale any previously unreimbursed costs and expenses of the TRA Party Representative described in Section 7.15(b). Each TRA Party hereby agrees to take such actions and execute such instruments and agreements as are required by the TRA Party Representative or such transferee in order to effectuate any sale, transfer and assignment pursuant to this Section 7.7(e).

Successors; Assignment; Amendments; Waivers. (a) No Each party agrees that each TRA Party and each Sponsor Party may assign all or any portion of its rights or related obligations under this Agreement in whole or in part to any Person without the prior written consent of the TRA Party Representative. Each TRA Party that receives such consent may assign any of its rights under this Agreement in whole or in part so Person, as long as the transferee such assignee has executed and delivered delivered, or, in connection with such transferassignment, executes and delivers to the Corporation and the TRA Party Representative delivers, a joinder to this Agreement, substantially in the form of Exhibit A or such other form mutually agreed by the partieshereto, agreeing to become such a TRA Party or a Sponsor Party, as applicable, for all purposes of this Agreement, except as otherwise provided in such joinderjoinder (a “Joinder”); provided, provided however, that any a TRA Party holding less other than 10% InTandem, Xxxx America, and the Trust (and each of the rights to payment under this Agreement their respective Affiliates and direct or indirect beneficiaries) may only not assign its rights under this agreement in whole and not in part pursuant Agreement, except if such rights relate to an Exchange of at least 1% of Units. For avoidance of doubt, this Section 7.7(a). (b7.6(a) The shall apply regardless of whether such TRA Party or Sponsor Party continues to hold any interest in the Corporate Taxpayer or OpCo. For the avoidance of doubt, if a TRA Party transfers Units in accordance with the terms of the LLC Agreement but does not assign to the transferee of such Units all of its rights and transferor of any assignment permitted obligations under this Section 7.7 shall provide the Corporation and the Agreement with respect to such transferred Units, (i) such TRA Party Representative shall remain a notice (which may TRA Party under this Agreement for all purposes and shall continue to be by PDF) entitled to receive the Tax Benefit Payments arising in respect of a subsequent Exchange of such Units to the assignment, which notice must clearly identify the name of the transferor and transferee, the Ownership Percentage being transferredextent payable hereunder, and contact information for (ii) the transferee at least three (3) Business Days prior to the effective date of such assignmentUnits shall not be a TRA Party. Any assignment, or attempted assignment in violation of this Agreement, including any failure of a purported transferee assignee to enter into a joinder to this Agreement pursuant to Section 7.7(a)Joinder, shall be null and void, and shall not bind or be recognized by the Corporation Corporate Taxpayer, the TRA Parties, or the TRA Party RepresentativeSponsor Parties. The Corporation shall maintain at its offices a copy of each notice of assignment received pursuant to this Section 7.7(b) and upon receipt of each such notice shall update Schedule A to reflect such assignment. Schedule A, as may be amended from time to time in accordance with this Section 7.7(b), Corporate Taxpayer shall be conclusive absent manifest error, entitled to treat the record owner of any rights under this Agreement as the absolute owner thereof and the Company and the TRA Parties shall treat each Person whose name is recorded on Schedule A incur no liability for payments made in good faith to such owner until such time as a written assignment of such rights has occurred pursuant to the terms hereof and conditions of this Section 7.6(a) and has been notified in writing to the Corporate Taxpayer. In connection with the assignment by a Sponsor Party of all or any portion of its rights or obligations under this Agreement, Schedule I hereto shall be amended to reflect the relative proportion of the Sponsor Payment to which the Sponsor Parties (including the assignees) are entitled pursuant to this Agreement. For the avoidance of doubt, the Initial Assignment and Distribution shall not be subject to the provisions of this Section 7.6(a), and the Trust, being a party to this Agreement, shall be treated as a TRA Party hereunder as of immediately after such Initial Assignment and Distribution. In addition, without the consent of the other parties to this Agreement, each Person listed on Schedule II attached hereto may become a TRA Party at any time after the date hereof and prior to the time of an Exchange by such Person by delivering an executed signature page hereto or an executed joinder, substantially in the form of Exhibit B hereto, agreeing to become a TRA Party for all purposes of this Agreement. (cb) No provision of this Agreement may be amended or waived unless such amendment or waiver is approved in writing by each of the Corporation Corporate Taxpayer and by the TRA Parties who would be entitled to receive at least two-thirds of the total amount of the Early Termination Payments payable to all TRA Parties hereunder if the Corporate Taxpayer had exercised its right of early termination on the date of the most recent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any TRA Party Representative. Notwithstanding anything to the contrary in this Agreement (including this Section 7.7), the execution and delivery of a joinder pursuant to this Agreement since the date of such most recent Exchange); provided, that no such amendment shall be effective if such amendment will have a disproportionate effect on the payments one or more TRA Parties receive under this Agreement unless such amendment is consented in writing by such TRA Parties disproportionately affected who would be entitled to receive at least two-thirds of the total amount of the Early Termination Payments payable to all TRA Parties disproportionately affected hereunder if the Corporate Taxpayer had exercised its right of early termination on the date of the most recent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any TRA Party pursuant to Section 7.7(a) this Agreement since the date of such most recent Exchange); provided, further, that no such amendment shall not require be effective if such amendment will have an adverse effect on the consent payments the Sponsor Parties may receive under this Agreement, unless the Sponsor Parties who would be entitled to receive at least two-thirds of the Corporationtotal amount of the Sponsor Payments payable to all Sponsor Parties hereunder on the date of such amendment consent to such amendment in writing. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. (dc) All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation Corporate Taxpayer shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the CorporationCorporate Taxpayer, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation Corporate Taxpayer would be required to perform if no such succession had taken place. (e) Notwithstanding anything to the contrary herein, the TRA Party Representative shall be permitted and authorized to sell, transfer and assign all of the rights and benefits of the TRA Parties under this Agreement (including the right to receive Tax Benefit Payments and Early Termination Payments) to either (i) the Company (with the prior written approval of a majority of the Independent Directors) or (ii) a third party that is not an Affiliate of the TRA Party Representative. In the event of such a sale, all of the rights and benefits under this Agreement of the TRA Parties immediately prior to such sale (including the right to receive Tax Benefit Payments and Early Termination Payments) shall automatically terminate and convert into the right for each such TRA Party to receive its proportionate share (based on such TRA Party’s Ownership Percentage) of the proceeds of such sale, net of any payment to the TRA Party Representative pursuant to the following sentence. The TRA Party Representative shall be entitled to receive out of the proceeds of such sale any previously unreimbursed costs and expenses of the TRA Party Representative described in Section 7.15(b). Each TRA Party hereby agrees to take such actions and execute such instruments and agreements as are required by the TRA Party Representative or such transferee in order to effectuate any sale, transfer and assignment pursuant to this Section 7.7(e).