Successors; Assignment; Amendments; Waivers. (a) The Existing Stockholders Representative may not assign its rights and obligations in its capacity as Existing Stockholders Representative under this Agreement to any person without the prior written consent of the Corporation; provided, however that the Existing Stockholders Representative may assign its rights and obligations in its capacity as Existing Stockholders Representative under this Agreement to any of its Affiliates, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporation agreeing to be bound by all provisions of this Agreement and acknowledging specifically the last sentence of the next paragraph.
(b) No Existing Stockholder may assign its rights under this Agreement without the prior written consent of the Existing Stockholders Representative. Any assignment of an Existing Stockholder’s rights meeting the requirements of this paragraph shall be referred to herein to as a “Permitted Assignment”.
(c) No provision of this Agreement may be amended unless such amendment is approved in writing by the Corporation and the Existing Stockholders (through the Existing Stockholders Representative). 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.
(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.
Successors; Assignment; Amendments; Waivers. No Partner may assign this Agreement to any person without the prior written consent of the Corporation; provided, however, (i) that, to the extent Partnership Units are effectively transferred in accordance with the terms of the Partnership Agreements, and any other agreements the Original Partners may have entered into with each other, or a Partner may have entered into with the Parent, the Corporation, Holdings and/or any of the other Partnerships, the transferring Partner shall assign to the transferee of such Partnership Units the transferring Partner’s rights under this Agreement with respect to such transferred Partnership Units, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporation, agreeing to become a “Partner” for all purposes of this Agreement, except as otherwise provided in such joinder, and (ii) that, once an Exchange has occurred, any and all payments that may become payable to a Partner pursuant to this Agreement with respect to such Exchange may be assigned to any Person or Persons, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporation, agreeing to be bound by Section 7.12 and acknowledging specifically the last sentence of the next paragraph. For the avoidance of doubt, to the extent an Original Partner or other Person transfers Partnership Units to an Original Partner as may be permitted by any agreement to which the Partnership whose Partnership Units are subject to such transfer is a party, the Original Partner receiving such Partnership Units shall have all rights under this Agreement with respect to such transferred Partnership Units as such Original Partner has, under this Agreement, with respect to the other Partnership Units held by him. Notwithstanding the foregoing provisions of this Section 7.06, no transferee described in clause (i) of the immediately preceding paragraph shall have the right to enforce the provisions of Section 2.04, 4.02, 6.01 or 6.02 of this Agreement, and no assignee described in clause (ii) of the immediately preceding paragraph shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement. No provision of this Agreement may be amende...
Successors; Assignment; Amendments; Waivers. (a) The ITR Entity may assign any of its rights under this Agreement to any Person as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to become an ITR Entity for all purposes of this Agreement, except as otherwise provided in such joinder.
(b) No provision of this Agreement may be amended unless such amendment is approved in writing by both the Corporate Taxpayer and the ITR Entity. 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.
(c) 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 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 Corporate Taxpayer, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform if no such succession had taken place. For the avoidance of doubt, Parent shall expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform.
Successors; Assignment; Amendments; Waivers. (a) Each TRA Party and the MCK Representative may assign any of its rights under this Agreement in whole or in part to any Person as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in the form of Exhibit A, agreeing to become a TRA Party for all purposes of this Agreement, except as otherwise provided in such joinder.
(b) No provision of this Agreement may be amended or waived unless such amendment or waiver is approved in writing by the Company, Echo and the MCK Representative.
(c) 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. Each of Echo and the Company 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 Echo or the Company, as the case may be, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that Echo or the Company, as the case may be, would be required to perform if no such succession had taken place. Echo (and any of its successors) shall not transfer any equity interest in the Company.
Successors; Assignment; Amendments; Waivers. (a) RTEA may assign its rights and obligations under this Agreement without the prior written consent of Buyer and may pledge or assign its rights under this Agreement in connection with a financing and the enforcement of the lender's rights thereunder. Notwithstanding the foregoing, if RTEA assigns its rights and obligations under this Agreement to any Person that is not an Affiliate of RTEA, such assignee shall not have the right to attend certain Buyer Audits that Section 6.01 provides to RTEA; however, a nationally recognized accounting or law firm retained by such assignee shall have the same right to attend Buyer Audits that Section 6.01 provides to RTEA.
(b) This Agreement may only be amended in a writing signed by both Buyer and RTEA. 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.
(c) 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 and permitted assigns. Buyer shall, by written agreement, require and cause any direct or indirect successor to all or substantially all of the Adjustable Assets or the business or assets of Buyer (whether by purchase, merger, consolidation or otherwise) expressly to assume and agree to perform this Agreement in the same manner and to the same extent that Buyer would be required to perform if no such succession had taken place. If Buyer does not acquire such a written agreement and present it to RTEA before such direct or indirect successor of Buyer succeeds to all or substantially all of the Adjustable Assets or the business or assets of Buyer, the Surviving Entity shall become obligated to immediately pay to RTEA an amount equal to the present value of all future payments owed to RTEA under this Agreement, discounted at the Early Termination Rate.
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 requ...
Successors; Assignment; Amendments; Waivers. (a) No TRA Holder may assign this Agreement to any person without the prior written consent of the Corporate Taxpayer; provided, however, that (i) to the extent Spark HoldCo Units are transferred in accordance with the terms of the Spark HoldCo LLC Agreement, the transferring TRA Holder shall have the option to assign to the transferee of such Spark HoldCo Units the transferring TRA Holder’s rights under this Agreement with respect to such transferred Spark HoldCo Units as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to become a “TRA Holder” for all purposes of this Agreement, except as otherwise provided in such joinder, and (ii) any and all payments payable or that may become payable to a TRA Holder pursuant to this Agreement (A) that do not arise from an Exchange and (B) that, once an Exchange has occurred, arise with respect to the Exchanged Spark HoldCo Units, may be assigned to any Person or Persons as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to be bound by Section 7.12 and acknowledging specifically the terms of Section 7.6(b). For the avoidance of doubt, if a TRA Holder transfers Spark HoldCo Units but does not assign to the transferee of such Spark HoldCo Units the rights of such TRA Holder under this Agreement with respect to such transferred Spark HoldCo Units, such TRA Holder shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Exchange of, such Spark HoldCo Units.
(b) Notwithstanding the foregoing provisions of this Section 7.6, no transferee described in clause (i) of the first sentence of Section 7.6(a) shall have the right to enforce the provisions of Section 2.3, Section 4.2, or Section 6.2 of this Agreement, and no assignee described in clause (ii) of the first sentence of Section 7.6(a) shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement.
(c) No provision of this Agreement may be amended unless such amendment is approved in writing by each of the Corporate Taxpayer and Spark HoldCo and b...
Successors; Assignment; Amendments; Waivers. (a) Each TRA Party may assign all or any portion of its rights under this Agreement to any Person as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, substantially in form of Exhibit A hereto, agreeing to become a TRA Party for all purposes of this Agreement, except as otherwise provided in such joinder.
(b) No provision of this Agreement may be amended unless such amendment is approved in writing by each of the Corporation, the TRA Party Representative and each of the 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. 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.
(c) 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.
Successors; Assignment; Amendments; Waivers. (a) The Shareholder Representative, in its capacity as the Shareholder Representative, may assign this Agreement to any Person without the prior written consent of the Company or the Shareholders, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Company, agreeing to be bound by all provisions of this Agreement, except as otherwise provided in such joinder.
(b) Except as otherwise provided in this Agreement, no Shareholder may assign its rights under this Agreement without the prior written consent of the Shareholder Representative. Any assignment of a Shareholder’s rights meeting the requirements of this paragraph shall be referred to herein as a “Permitted Assignment” and Schedule A hereto shall be amended to reflect such Permitted Assignment and the change in the Applicable Percentage of the assignor and assignee.
Successors; Assignment; Amendments; Waivers. 46 Section 7.7 Titles and Subtitles 47 Section 7.8 Resolution of Disputes 47 Section 7.9 Reconciliation 48 Section 7.10 Withholding 49
