Early Termination and Breach of Agreement Sample Clauses

Early Termination and Breach of Agreement. (a) The Corporation may terminate this Agreement with respect to all of the Units held (or previously held and Exchanged) by all Members at any time by paying to the Members the Early Termination Payment; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all Members, and provided, further, that the Corporation may withdraw any notice to execute its termination rights under this Section 4.01(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payments by the Corporation, neither the Members nor the Corporation shall have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payment agreed to by the Corporation and the Member as due and payable but unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in clause (b) is included in the Early Termination Payment). 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).
Early Termination and Breach of Agreement. (a) With the prior written approval of a majority of the Non-Investor Directors, the Corporate Taxpayer may terminate this Agreement with respect to all amounts payable to the TRA Party at any time by paying (i) to the TRA Party the Early Termination Payment in respect of the TRA Party and (ii) to each Exchange TRA Party and Other Reorganization TRA Parties the Early Termination Payment under the applicable Other Tax Receivable Agreement; provided, however, that this Agreement shall only terminate pursuant to this Section 4.1(a) upon the receipt of the Early Termination Payment by the TRA Party, Exchange TRA Parties and Other Reorganization TRA Parties under each of the applicable Other Tax Receivable Agreements (unless otherwise agreed by the Corporate Taxpayer and the Representatives under Section 4.1(a) of the Tax Receivable Agreement (Exchanges)), and the Corporate Taxpayer shall deliver an Early Termination Notice only if it is able to make all required Early Termination Payments under each Tax Receivable Agreement at the time required by Section 4.3, and provided, further, that the Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment by the Corporate Taxpayer to the TRA Party in accordance with this Section 4.1(a), the Corporate Taxpayer shall not have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payment agreed to by the Corporate Taxpayer, on one hand, and the TRA Party, on the other, as due and payable but unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in clause (b) is included in the Early Termination Payment).
Early Termination and Breach of Agreement. (a) Vantiv may terminate this Agreement with the approval by a majority of the directors of Vantiv by paying to the Existing Investors an agreed value of payments remaining to be made under this Agreement (the “Early Termination Payment”) as of the date of the Early Termination Notice (as defined below). The Early Termination Payment as of the date of an Early Termination Notice (as defined below) shall equal the present value, discounted at the Early Termination Rate, of all Tax Benefit Payments that would be required to be paid by Vantiv to the Existing Investors during the period from the date of the Early Termination Notice through the Scheduled Termination Date (taking into account the impact of the Early Termination Payment) assuming the Valuation Assumptions are applied. Upon payment of the Early Termination Payment by Vantiv, Vantiv shall have no further payment obligations under this Agreement, other than for any (a) Tax Benefit Payment agreed to by Vantiv and the Existing Investors as due and payable but unpaid as of the Early Termination Notice and (b) any Tax Benefit Payment due for the Covered Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in clause (a) or (b) is included in the Early Termination Payment).
Early Termination and Breach of Agreement. (a) Subject to Section 4.03, Buyer may terminate this Agreement at any time by paying to RTEA the Early Termination Payment after the Early Termination Payment Date; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment, and provided, further, that Buyer may withdraw any notice to execute its termination rights under this Section 4.01(a) prior to the Early Termination Payment Date. Upon payment of the Early Termination Payment by Buyer, neither RTEA nor Buyer shall have any further payment obligations under this Agreement, other than for any unpaid Tax Benefit Payment with respect Taxable Years ending on or before the Early Termination Notice Date.
Early Termination and Breach of Agreement. (a) Unless terminated earlier pursuant to Section 4.1(b) or Section 4.1(c), this Agreement will terminate when there is no further potential for a Tax Benefit Payment pursuant to this Agreement. Tax Benefit Payments under this Agreement are not conditioned on any TRA Party retaining an interest in the Corporate Taxpayer or Aris LLC (or any successor thereto).
Early Termination and Breach of Agreement. (a)(i) Except as provided in paragraph (ii) below, the Corporation may terminate this Agreement with respect to all of the Partnership Interests previously exchanged by the Limited Partner or any transferee by paying to the Limited Partner the Early Termination Payment. Upon payment of the Early Termination Payments by the Corporation, neither the Limited Partner nor the Corporation shall have any further payment obligations under this Agreement in respect of the Limited Partner, other than any (a) Tax Benefit Payment agreed to by the Corporation and the Limited Partner as due and payable but unpaid as of the Early Termination Notice, (b) Tax Benefit Payment due for a Taxable Year ending prior to, with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (b) is included in the Early Termination Payment), (c) Early Termination Payment due with respect to any prior Early Termination Notice pursuant to this Section 4.01(a)(i) and (d) Tax Benefit Payment attributable to an Exchange and resulting Basis Adjustment that occurs after the Corporation exercises its termination rights under this Section 4.01(a)(i).
Early Termination and Breach of Agreement. (a) This Agreement shall terminate at the time that all Tax Benefit Payments have been made to the Graham Family Entities under this Agreement.
Early Termination and Breach of Agreement. 12 Section 4.02. Early Termination Notice 13 Section 4.03. Payment upon Early Termination 13
Early Termination and Breach of Agreement. 14 Section 4.02. Early Termination Notice 16 Section 4.03. Payment upon Early Termination. 16
Early Termination and Breach of Agreement. (a) FINV may terminate this Agreement at any time by paying to each TRA Holder its proportionate share of the Early Termination Payment. Upon payment of the Early Termination Payment by FINV, FINV shall not have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payment agreed to by FINV acting in good faith and any TRA Holder as due and payable but unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in clause (b) is included in the Early Termination Payment). Upon payment of all amounts provided for in this Section 4.1(a), this Agreement shall terminate.