Early Termination Effective Date definition

Early Termination Effective Date is defined in Section 4.2 of this Agreement.

Early Termination Effective Date means the date on which an Early Termination Schedule becomes binding pursuant to Section 4.2.

Early Termination Effective Date means the date of an Early Termination Notice for purposes of determining the Early Termination Payment.

Examples of Early Termination Effective Date in a sentence

• For the avoidance of doubt, an Early Termination Payment shall be made to each Member, regardless of whether such Member has Exchanged all of its Units as of the Early Termination Effective Date.

• The “Early Termination Payment” payable to a Member pursuant to Section 4.3(a) shall equal the present value, discounted at the Agreed Rate and determined as of the Early Termination Reference Date, of all Tax Benefit Payments (other than any Tax Benefit Payments in respect of Taxable Years ending prior to the Early Termination Effective Date) that would be required to be paid by the Corporation to such Member, beginning from the Early Termination Effective Date and using the Valuation Assumptions.

• For the avoidance of doubt, an Early Termination Payment shall be made to each Member in accordance with this Agreement, regardless of whether such Member has Exchanged all of its Units as of the Early Termination Effective Date.

• For the avoidance of doubt, an Early Termination Payment shall be made to each TRA Party in accordance with this Agreement, regardless of whether a TRA Party has Exchanged all of its Common Units as of the Early Termination Effective Date.

• The development shall be completed in accordance with the approved details unless otherwise agreed in writing.

More Definitions of Early Termination Effective Date

Early Termination Effective Date means (i) with respect to an early termination pursuant to Section 4.1(a), the date an Early Termination Notice is delivered, (ii) with respect to an early termination pursuant to Section 4.1(b), the date of the applicable Change of Control and (iii) with respect to an early termination pursuant to Section 4.1(c), the date of the applicable Material Breach.

Early Termination Effective Date has the meaning set forth in Section 4.4.

Early Termination Effective Date means the date of an Early Termination Notice for purposes of determining the Early Termination Payment. “Early Termination Notice” is defined in Section 4.2 of this Agreement. “Early Termination Payment” is defined in Section 4.3(b) of this Agreement. “Early Termination Rate” means the lesser of (i) 6.50% per annum, compounded annually, and (ii) the Agreed Rate. “Early Termination Reference Date” is defined in Section 4.2 of this Agreement. “Early Termination Schedule” is defined in Section 4.2 of this Agreement. “Estimated Tax Benefit Payment” is defined in Section 3.4 of this Agreement. “Exchange” means any Sale, Direct Exchange, Redemption or Section 734(b) Distribution.

Early Termination Effective Date and (B) assuming that in each Taxable Year ending on or after the closing date of such Change of Control, the Corporation’s taxable income (prior to the application of deductions arising from the Basis Adjustments, Imputed Interest, and Actual Interest Amounts) will equal the greater of (x) the actual taxable income (prior to the application of deductions arising from the Basis Adjustments, Imputed Interest, and Actual Interest Amounts) for such Taxable Year and (y) the product of (i) four and (ii) the highest taxable income (calculated without taking into account extraordinary items of income or deduction and prior to the application of deductions arising from the Basis Adjustments, Imputed Interest, and Actual Interest Amounts) in any of the four fiscal quarters ended prior to the closing date of such Change of Control. For all purposes of this Agreement, the amount determined pursuant to clause (y) of the preceding sentence shall (A) be calculated as though the Corporation owned the same percentage of the LLC as it owned in the Taxable Year in respect of which the Tax Benefit Payment is being made and (B) be increased by 10% (compounded annually) for each Taxable Year beginning with the second Taxable Year following the closing date of the Change of Control and shall be adjusted on a daily pro rata basis for any short Taxable Year following the Change of Control.

Early Termination Effective Date is defined in Section 4.3. “Early Termination Notice” is defined in Section 4.3.

Early Termination Effective Date means (i) with respect to an early termination pursuant to S ection 4.1(a), the date an Early Termination Notice is delivered, (ii) with respect to an early termination pursuant to S ection 4.1(b), the date of the applicable Change of Control and (iii) with respect to an early termination pursuant to S ection 4.1(c), the date of the applicable Material Breach.

Early Termination Effective Date means the date of an Early Termination Notice for purposes of determining the Early Termination Payment. “Early Termination Notice” is defined in Section 4.2.