Common use of Early Termination and Breach of Agreement Clause in Contracts

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer may terminate this Agreement with respect to all amounts payable to the TRA Parties and with respect to all of the Units held by the TRA Parties at any time by paying to each TRA Party the Early Termination Payment in respect of such TRA Party; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all TRA Parties; 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, none of the TRA Parties or the Corporate Taxpayer shall have any further payment obligations under this Agreement, other than for any (i) Tax Benefit Payment due and payable that remains outstanding as of the date the Early Termination Notice is delivered and (ii) 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 (ii) is included in the Early Termination Payment). 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.

Early Termination and Breach of Agreement. (a) The Each of the Corporate Taxpayer Holdcos may terminate this Agreement with respect to all amounts payable to the TRA Parties and with respect to all of the Group Partnership Units held (or previously held and exchanged) by the TRA Parties all Limited Partners at any time by paying to each TRA Party all of the applicable Limited Partners the Early Termination Payment in respect of such TRA PartyPayment; provided, however, that this Agreement shall terminate only terminate upon the receipt of the Early Termination Payment by all TRA Parties; provided further Limited Partners, and provided, further, that each of the Corporate Taxpayer Holdcos may withdraw any notice to execute its termination rights under this Section 4.1(a4.01(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment Payments by a Corporate Holdco, neither the applicable Limited Partners nor the Corporate Taxpayer, none of the TRA Parties or the Corporate Taxpayer Holdco shall have any further payment obligations under this AgreementAgreement in respect of such Limited Partners, other than for any (ia) Tax Benefit Payment agreed to by such Corporate Holdco and the applicable Limited Partner as due and payable that remains outstanding but unpaid as of the date the Early Termination Notice is delivered and (iib) 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 (iib) is included in the Early Termination Payment). If an Exchange occurs after the such Corporate Taxpayer makes all of the required Early Termination PaymentsHoldco exercises its termination rights under this Section 4.01(a), the such Corporate Taxpayer Holdco shall have no obligations under this Agreement with respect to such Exchange.

Early Termination and Breach of Agreement. (a) The Each of the Corporate Taxpayer Holdcos may terminate this Agreement with respect to all amounts payable to the TRA Parties and with respect to all of the Carlyle Holdings Partnership Units held (or previously held and Exchanged) by the TRA Parties all Limited Partners at any time by paying to each TRA Party all of the applicable Limited Partners the Early Termination Payment in respect of such TRA PartyPayment; provided, however, that this Agreement shall terminate only terminate upon the receipt of the Early Termination Payment by all TRA Parties; provided further Limited Partners, and provided, further, that each of the Corporate Taxpayer Holdcos may withdraw any notice to execute its termination rights under this Section 4.1(a4.01(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment Payments by a Corporate Holdco, neither the applicable Limited Partners nor the Corporate Taxpayer, none of the TRA Parties or the Corporate Taxpayer Holdco shall have any further payment obligations under this AgreementAgreement in respect of such Limited Partners, other than for any (ia) Tax Benefit Payment agreed to by the Corporate Holdco and the applicable Limited Partner as due and payable that remains outstanding but unpaid as of the date the Early Termination Notice is delivered and (iib) 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 (iib) is included in the Early Termination Payment). If an Exchange occurs after the such Corporate Taxpayer makes all of the required Early Termination PaymentsHoldco exercises its termination rights under this Section 4.01(a), the Corporate Taxpayer Holdco shall have no obligations under this Agreement with respect to such Exchange.

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer may may, with the prior written consent of the TRA Disinterested Majority, terminate this Agreement with respect to all amounts payable to the TRA Parties and with respect to all of the Units held by the TRA Parties at any time by paying to each TRA Party the Early Termination Payment in respect of such TRA Party; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all TRA Parties; 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, none of the TRA Parties or the Corporate Taxpayer shall have any further payment obligations under this Agreement, other than for any (i) Tax Benefit Payment due and payable that remains outstanding unpaid as of the date the Early Termination Notice is delivered Date and (ii) 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 (ii) is included in the Early Termination Payment). 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.

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer APO Corp. may terminate this Agreement with respect to all amounts payable to the TRA Parties and with respect to all of the Partnership Units held (or previously held and exchanged) by the TRA Parties all Holders at any time by paying to each TRA Party all of the applicable Holders the Early Termination Payment in respect of such TRA PartyPayment; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all TRA Parties; provided further Holders, and provided, further, that the Corporate Taxpayer APO Corp. may withdraw any notice to execute its termination rights under this Section 4.1(a4.01(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment Payments by APO Corp., neither the Corporate Taxpayer, none of the TRA Parties or the Corporate Taxpayer applicable Holders nor APO Corp. shall have any further payment obligations under this AgreementAgreement in respect of such Holders, other than for any (ia) Tax Benefit Payment agreed to by APO Corp. and the applicable Holder as due and payable that remains outstanding but unpaid as of the date the Early Termination Notice is delivered and (iib) 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 (iib) is included in the Early Termination Payment). If an Exchange occurs after the Corporate Taxpayer makes all of the required Early Termination PaymentsAPO Corp. exercises its termination rights under this Section 4.01(a), the Corporate Taxpayer APO Corp. shall have no obligations under this Agreement with respect to such Exchange.

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer may may, with the prior written consent of the TRA Disinterested Majority, terminate this Agreement with respect to all amounts payable to the TRA Parties and with respect to all of the Units held by the TRA Parties at any time by paying to each the Agent for disbursement to the TRA Party Parties, in accordance with their respective shares as set forth on the Payment Schedule, the Early Termination Payment due pursuant to Section 4.3 in respect of such all TRA PartyParties; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all TRA Parties; 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 to all of the Corporate TaxpayerTRA Parties, none of the TRA Parties Parties, the Agent or the Corporate Taxpayer shall have any further payment obligations under this Agreement, other than for any (i) Tax Benefit Payment due and payable that remains outstanding unpaid as of the date the Early Termination Notice is delivered Date and (ii) 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 clauses (i) or (ii) is included in the Early Termination Payment). 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.

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer a. APO Corp. may terminate this Agreement with respect to all amounts payable to the TRA Parties and with respect to all of the Partnership Units held (or previously held and exchanged) by the TRA Parties all Holders at any time by paying to each TRA Party all of the applicable Holders the Early Termination Payment in respect of such TRA PartyPayment; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all TRA Parties; provided further Holders, and provided, further, that the Corporate Taxpayer APO Corp. may withdraw any notice to execute its termination rights under this Section 4.1(a4.01(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment Payments by APO Corp., neither the Corporate Taxpayer, none of the TRA Parties or the Corporate Taxpayer applicable Holders nor APO Corp. shall have any further payment obligations under this AgreementAgreement in respect of such Holders, other than for any (ia) Tax Benefit Payment agreed to by APO Corp. and the applicable Holder as due and payable that remains outstanding but unpaid as of the date the Early Termination Notice is delivered and (iib) 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 (iib) is included in the Early Termination Payment). If an Exchange occurs after the Corporate Taxpayer makes all of the required Early Termination PaymentsAPO Corp. exercises its termination rights under this Section 4.01(a), the Corporate Taxpayer APO Corp. shall have no obligations under this Agreement with respect to such Exchange.