Early Termination Payments definition

Early Termination Payments as defined in the Reorganization TRA payable to all Reorganization TRA Parties under the Reorganization TRA, in each case if the Corporate Taxpayer had exercised its right of early termination on the date such amendment is proposed to the TRA Parties; 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; provided further, that, notwithstanding anything to the contrary in this Section 7.6(b), no such amendment in contemplation of, in connection with, or following a Take-Private Transaction by a Founder Member or its Affiliates shall be effective without the prior written consent of the TRA Party Representative of the TSG Members, and no such amendment in contemplation of, in connection with, or following a Take-Private Transaction by a TSG Member or its Affiliates shall be effective without the prior written consent of the TRA Party Representative of the Founder Members. 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.
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Early Termination Payments shall be the aggregate amount of payments, including, without limitation, pre-payment penalties and retroactive rental adjustments, received by Seller or any of its Subsidiaries, if any, after the date hereof in connection with or due and owing as a result of the early termination of all or any part of any Lease Transaction. Notwithstanding the foregoing sentence, if the Closing occurs on or after May 1, 2001, then the Early Termination Payments shall be the amount determined pursuant to the preceding sentence, less the normal per diem rentals that Purchaser otherwise would have been paid under the applicable Lease Transaction without the early termination from the period commencing on May 1, 2001 and ending on the day prior to the Closing Date. At least two Business Days prior to the Closing Date, Seller shall deliver to Purchaser a statement of the Early Termination Payments, if any, received by Seller prior to the Closing, which statement will be brought current through the Closing Date to account for any receipt of payments prior to the Closing. Purchaser will be entitled to credit any Early Termination Payment against the cash payments required to be made by it at Closing. Any Early Termination Payment received by Seller for which Purchaser does not apply such credit shall be promptly remitted to Purchaser.
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Early Termination Payments is defined (i) for purposes of the AESOP I Operating Lease in Section 13.4 thereof, (ii) for purposes of the AESOP II Operating Lease in Section 13.4 thereof and (iii) for purposes of the Finance Lease in Section 13.4 thereof.
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Examples of Early Termination Payments in a sentence

  • If an Exchange occurs after the Corporate Taxpayer makes all of the required Early Termination Payments, the Corporate Taxpayer shall have no obligations under this Agreement with respect to such Exchange.

  • If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above, the Corporate Taxpayer shall deliver to each TRA Party notice of such intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment(s) due for each TRA Party.

  • For the avoidance of doubt, if an Exchange occurs after the Corporation makes the Early Termination Payments with respect to all Members, the Corporation shall have no obligations under this Agreement with respect to such Exchange, and its only obligations under this Agreement in such case shall be its obligations to all Members under Section 4.03(a).

  • For the avoidance of doubt, if an Exchange occurs after the Corporation makes the Early Termination Payments with respect to all Members, the Corporation shall have no obligations under this Agreement with respect to such Exchange, and its only obligations under this Agreement in such case shall be its obligations to all Members under Section 4.3(a).

  • For the avoidance of doubt, if an Exchange occurs after the Corporate Taxpayer makes all of the required Early Termination Payments, the Corporate Taxpayer shall have no obligations under this TRA Agreement with respect to such Exchange.

  • For the avoidance of doubt, if an Exchange occurs after the Corporation makes the Early Termination Payments with respect to all Partners, the Corporation shall have no obligations under this Agreement with respect to such Exchange, and its only obligations under this Agreement with respect to such Exchange in such case shall be its obligations to all Partners under Section 4.03(a).

  • If an Exchange occurs after the Corporate Taxpayer makes the Early Termination Payments with respect to all applicable TRA Parties, the Corporate Taxpayer shall have no obligations under this Agreement with respect to such Exchange.

  • On each Payment Date, the Lessee shall pay to the Lessor all Early Termination Payments that have accrued during the Related Month.

  • All Early Termination Schedules affected by any changes resulting from a Material Objection Notice shall be updated and the Early Termination Payment(s) due in respect thereof shall be recalculated by the Corporation to take into account such changes.

  • For the avoidance of doubt, if an Exchange occurs after the Corporation makes the Early Termination Payments with respect to all Partners, the Corporation shall have no obligations under this Agreement with respect to such Exchange, and its only obligations under this Agreement in such case shall be its obligations to all Partners under Section 4.03(a).


More Definitions of Early Termination Payments

Early Termination Payments means (a) any “Early Termination Payments” as defined in the Tax Receivable Agreement and (b) any similar discounted present value payment (calculated on a basis substantially similar to “Early Termination Payments” as defined in the Tax Receivable Agreement) if such payment terminates the obligations of Holdings under the Tax Receivable Agreement with respect to the recipient(s) of such payment.
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Early Termination Payments consisting of (a) the "Base Salary Payment" and (b) the "Bonus Payment". The Base Salary Payment shall be that amount of Executive's Base Salary as of the Early Termination Date due for the balance of the Term or for a period of twelve (12) months, whichever is greater, paid in accordance with the Company's regular payroll practices or, solely within the Company's discretion, in a lump sum. The Base Salary Payment shall be made less applicable deductions and withholdings. The Bonus Payment shall be equal to the amount of Executive's Base Salary as of the Early Termination Date, multiplied by the target rate in effect for the year of termination, paid when and in the same percentage as that to other similarly situated employees, and further multiplied by a fraction, the numerator of which is the number of days which have elapsed in the calendar year during which the Early Termination Date falls, and the denominator of which is three hundred sixty-five (365). The Bonus Payment shall be paid to Executive at the same time paid to other employees of Employer. Executive agrees that in the event this Agreement is terminated by Employer without cause, the Early Termination Payment shall constitute Executive's sole and exclusive remedy for the termination of his employment and the termination of this Agreement. Executive acknowledges he has been advised it is Employer's policy that payment of annual or other bonuses by Employer is completely a matter of discretion, and Executive agrees that in the event of his termination without cause, he has no legal right to the payment of the Bonus Payment or any other bonus. Upon tender of the Bonus Payment by Employer, without any further action or notice on the part of any party, Executive shall be deemed to have released Employer, its parents, subsidiaries, affiliates, successors and assigns, and the officers, directors, agents and employees of each of them, from any and all claims, liabilities, judgments and expenses (including attorney's fees) arising from Executive's employment with Employer and the termination thereof (including, but not limited to, claims arising from the termination of this Agreement), but not a release of any right Executive may have to receive the unpaid portion of the Base Salary Payment.
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Related to Early Termination Payments

  • Early Termination Payment is defined in Section 4.3(b) of this Agreement.

  • Early Termination Amount means, in respect of any Note, its principal amount or such other amount as may be specified in, or determined in accordance with, these Conditions or the relevant Final Terms;

  • Lease Termination Payments means all payments received by or on behalf of any Seller with respect to a Lease with respect to any terminations, surrenders, modifications, renewals or amendments of any such Lease.

  • Early Termination means the Termination of Employment before Normal Retirement Age for reasons other than death, Disability, Termination for Cause or following a Change of Control.

  • Early Termination Fee has the meaning set forth in Section 7.2.

  • Termination Payments has the meaning specified in Section 10(a).

  • Termination Payment has the meaning set forth in Section 6.03.

  • Swap Termination Payment Upon the designation of an “Early Termination Date” as defined in the Swap Agreement, the payment to be made by the Swap Administrator to the Swap Provider from payments from the Trust Fund, or by the Swap Provider to the Swap Administrator for payment to the Trust Fund, as applicable, pursuant to the terms of the Swap Agreement.

  • Early Termination Date means the date determined in accordance with Section 6(a) or 6(b)(iv).

  • Automatic Early Termination provision of Section 6(a) will not apply to Party A and will not apply to Party B.

  • Termination Payment Date means the date on which the RECIPIENT is required to repay to ECOLOGY any outstanding balance of the loan and all accrued interest.

  • Early Termination Charge means, with respect to any 2019-B Lease that is terminated prior to its Maturity Date, an amount equal to the lesser of (a) the present value (discounted at the implicit rate of such 2019-B Lease) of all remaining Monthly Payments and (b) the excess, if any, of the adjusted 2019-B Lease balance over the related 2019-B Vehicle’s fair market wholesale value in accordance with accepted practices in the automobile industry (or by written agreement between the Servicer, on behalf of the Titling Trust, and the Lessee).

  • Early Termination Rate means the lesser of (i) 6.5% per annum, compounded annually, and (ii) LIBOR plus 100 basis points.

  • Estimated Swap Termination Payment means, with respect to an Early Termination Date, an amount determined by Party A in good faith and in a commercially reasonable manner as the maximum payment that could be owed by Party B to Party A in respect of such Early Termination Date pursuant to Section 6(e) of the ISDA Master Agreement, taking into account then current market conditions.

  • Early Termination Notice is defined in Section 4.2 of this Agreement.

  • Early Termination Event has the meaning specified in Section 9.2.

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

  • Early Termination Conditions means the types of conditions listed in Schedule A.

  • Termination Benefit means the benefit set forth in Article 7.

  • Early Termination Notice Date Any date as of which the aggregate Stated Principal Balance of the Mortgage Loans (including REO Mortgage Loans) is less than 1.0% of the sum of the aggregate Cut-Off Date Balance of the Mortgage Pool initially included in the Trust Fund.

  • Defaulted Swap Termination Payment Any Swap Termination Payment required to be paid by the Trust to the Swap Provider pursuant to the Interest Rate Swap Agreement as a result of an Event of Default (as defined in the Interest Rate Swap Agreement) with respect to which the Swap Provider is the defaulting party or a Termination Event (as defined in the Interest Rate Swap Agreement) (other than Illegality or a Tax Event that is not a Tax Event Upon Merger (each as defined in the Interest Rate Swap Agreement )) with respect to which the Swap Provider is the sole Affected Party (as defined in the Interest Rate Swap Agreement).

  • Separation Payment means any lump sum cash payment in excess of Earned Salary and Accrued Obligations payable to Employee under this Agreement.

  • Early Termination Schedule is defined in Section 4.2 of this Agreement.

  • Termination Benefits means the benefits described in Section 4.1(b).

  • Change in Control Benefit means the benefit set forth in Section 4.1 below.

  • Compensation Accrued at Termination means the following: