Early Termination Notice. If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.01(b) above, the Corporate Taxpayer shall deliver to each Member 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 for such Member. The Early Termination Schedule shall become final and binding on such Member thirty (30) calendar days from the first date on which such Member has received such Schedule or amendment thereto unless such Member (i) within thirty (30) calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (ii) provides a written waiver of such right of a Material Objection Notice within the period described in clause (i) above, in which case such Schedule becomes binding on the date the waiver is received by the Corporate Taxpayer (such thirty (30) calendar day date as modified, if at all, by clauses (i) or (ii), the “Early Termination Effective Date”). If the Corporate Taxpayer and such Member, for any reason, are unable to successfully resolve the issues raised in such notice within thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and such Member shall employ the Reconciliation Procedures.
Appears in 14 contracts
Sources: Tax Receivable Agreement (BRP Group, Inc.), Reorganization Agreement (BRP Group, Inc.), Tax Receivable Agreement (BRP Group, Inc.)
Early Termination Notice. If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.01(b) above, the Corporate Taxpayer shall deliver to each Member 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 for such Member. The Early Termination Schedule shall become final and binding on such Member thirty (30) 30 calendar days from the first date on which such Member has received such Schedule or amendment thereto unless such Member (i) within thirty (30) 30 calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (ii) provides a written waiver of such right of a Material Objection Notice within the period described in clause (i) above, in which case such Schedule becomes binding on the date the waiver is received by the Corporate Taxpayer (such thirty (30) 30 calendar day date as modified, if at all, by clauses (i) or (ii), the “Early Termination Effective Date”). If the Corporate Taxpayer and such Member, for any reason, are unable to successfully resolve the issues raised in such notice within thirty (30) 30 calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and such Member shall employ the Reconciliation Procedures.
Appears in 9 contracts
Sources: Tax Receivable Agreement (Rocket Companies, Inc.), Tax Receivable Agreement (Virtu Financial, Inc.), Tax Receivable Agreement (Virtu Financial, Inc.)
Early Termination Notice. If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.01(b) 4.1 above, the Corporate Taxpayer shall deliver to each Member TRA Party a 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 Payment(s) due for such Membereach TRA Party. The Each Early Termination Schedule shall become final and binding on such Member all parties thirty (30) calendar days from the first date on which such Member has all TRA Parties are treated as having received such Schedule or amendment thereto unless under Section 7.1 unless, prior to such Member thirtieth calendar day, the TRA Party Representative (ia) within thirty (30) calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (iib) provides a written waiver of such right of a Material Objection Notice within the period described in clause (i) aboveNotice, in which case such Schedule becomes will become binding on the date the waiver is received by the Corporate Taxpayer (such thirty (30) calendar day date as modified, if at all, by clauses (i) or (ii), the “Early Termination Effective Date”). If the Corporate Taxpayer and such Memberthe TRA Party Representative, for any reason, are unable to successfully resolve the issues raised in such notice within thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and such Member the TRA Party Representative shall employ the Reconciliation Procedures in which case such Schedule shall become binding ten (10) calendar days after the conclusion of the Reconciliation Procedures.
Appears in 6 contracts
Sources: Tax Receivable Agreement (Indie Semiconductor, Inc.), Tax Receivable Agreement (Thunder Bridge Acquisition II, LTD), Tax Receivable Agreement
Early Termination Notice. If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.01(b) 4.1 above, the Corporate Taxpayer shall deliver to each the Equity Plan Member 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 for such the Equity Plan Member. The Early Termination Schedule shall become final and binding on such Member thirty (30) all parties 30 calendar days from the first date on which such the Equity Plan Member has received such Schedule or amendment thereto unless such the Equity Plan Member (i) within thirty (30) 30 calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (ii) provides a written waiver of such right of a Material Objection Notice within the period described in clause (i) above, in which case such Schedule becomes binding on the date the waiver is received by the Corporate Taxpayer (such thirty (30) calendar day date as modified, if at all, by clauses (i) or (ii), the “Early Termination Effective Date”). If the Corporate Taxpayer and such Memberparties, for any reason, are unable to successfully resolve the issues raised in such notice within thirty (30) 30 calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and such the Equity Plan Member shall employ the Reconciliation Procedures.
Appears in 6 contracts
Sources: Tax Receivable Agreement (PF2 SpinCo, Inc.), Tax Receivable Agreement (PF2 SpinCo LLC), Tax Receivable Agreement (Change Healthcare Inc.)
Early Termination Notice. If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.01(b4.1(a) above, the Corporate Taxpayer shall deliver to each Member Agent notice of such intention to exercise such right (the “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 for such MemberPayment. The Early Termination Schedule shall become final and binding on such Member thirty (30) all parties 30 calendar days from the first date on which such Member Agent has received such Schedule or amendment thereto unless such Member Agent (i) within thirty (30) 30 calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (ii) provides a written waiver of such right of a Material Objection Notice within the period described in clause (i) above, in which case such Schedule becomes binding on the date the waiver is received by the Corporate Taxpayer (such thirty (30) calendar day date as modified, if at all, by clauses (i) or (ii), the “Early Termination Effective Date”). If the Corporate Taxpayer and such Memberparties, for any reason, are unable to successfully resolve the issues raised in such notice within thirty (30) 30 calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and such Member Agent shall employ the Reconciliation Procedures.
Appears in 5 contracts
Sources: Tax Receivable Agreement, Tax Receivable Agreement, Tax Receivable Agreement (Parsley Energy, Inc.)
Early Termination Notice. If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.01(b) 4.1 above, the Corporate Taxpayer shall deliver to each Member the ITR Entity 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 for such Memberthe ITR Entity. The Early Termination Schedule shall become final and binding on such Member thirty (30) all parties 30 calendar days from the first date on which such Member the ITR Entity has received such Schedule or amendment thereto unless such Member the ITR Entity (i) within thirty (30) 30 calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (ii) provides a written waiver of such right of a Material Objection Notice within the period described in clause (i) above, in which case such Schedule becomes binding on the date the waiver is received by the Corporate Taxpayer (such thirty (30) calendar day date as modified, if at all, by clauses (i) or (ii), the “Early Termination Effective Date”). If the Corporate Taxpayer and such Memberparties, for any reason, are unable to successfully resolve the issues raised in such notice within thirty (30) 30 calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and such Member the ITR Entity shall employ the Reconciliation Procedures.
Appears in 4 contracts
Sources: Tax Receivable Agreement (Emdeon Inc.), Tax Receivable Agreement (Emdeon Inc.), Tax Receivable Agreement (Emdeon Inc.)
Early Termination Notice. If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.01(b4.1(a) above, the Corporate Taxpayer shall deliver to each Member Agent notice of such intention to exercise such right (the “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 for such MemberPayment. The Early Termination Schedule shall become final and binding on such Member all parties thirty (30) calendar days from the first date on which such Member Agent has received such Schedule or amendment thereto unless such Member Agent (i) within thirty (30) calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (ii) provides a written waiver of such right of a Material Objection Notice within the period described in clause (i) above, in which case such Schedule becomes binding on the date the waiver is received by the Corporate Taxpayer (such thirty (30) calendar day date as modified, if at all, by clauses (i) or (ii), the “Early Termination Effective Date”). If the Corporate Taxpayer and such Memberparties, for any reason, are unable to successfully resolve the issues raised in such notice within thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and such Member Agent shall employ the Reconciliation Procedures.
Appears in 4 contracts
Sources: Tax Receivable Agreement, Tax Receivable Agreement (Spark Energy, Inc.), Transaction Agreement Ii (Spark Energy, Inc.)
Early Termination Notice. If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.01(b) 4.1 above, the Corporate Taxpayer shall deliver to each Member 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 Payment(s) due for such Membereach TRA Party. The Each Early Termination Schedule shall become final and binding on such Member all parties thirty (30) calendar days from the first date on which such Member has all TRA Parties are treated as having received such Schedule or amendment thereto under Section 7.1 unless such Member the TRA Party Representative (i) within thirty (30) calendar days after receiving the Early Termination Schedule, such date provides the Corporate Taxpayer with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (ii) provides a written waiver of such right of a Material Objection Notice within the period described in clause (i) above, in which case such Schedule becomes binding on the date the waiver is received by the Corporate Taxpayer (such thirty (30) calendar day date as modified, if at all, by clauses (i) or (ii), the “Early Termination Effective Date”). If the Corporate Taxpayer and such Memberthe TRA Party Representative, for any reason, are unable to successfully resolve the issues raised in such notice within thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and such Member the TRA Party Representative shall employ the Reconciliation Procedures in which case such Schedule becomes binding ten (10) days after the conclusion of the Reconciliation Procedures.
Appears in 4 contracts
Sources: Agreement and Plan of Merger (Sierra Income Corp), Agreement and Plan of Merger (Medley Management Inc.), Tax Receivable Agreement (Medley Management Inc.)
Early Termination Notice. If the Corporate Taxpayer chooses to exercise its right of early termination with respect to a Stockholder under Section 4.01(b) above, the Corporate Taxpayer shall deliver to each Member such Stockholder 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 for such MemberStockholder. The Early Termination Schedule shall become final and binding on such Member thirty (30) a Stockholder 30 calendar days from the first date on which such Member Stockholder has received such Schedule or amendment thereto unless such Member Stockholder (i) within thirty (30) 30 calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (ii) provides a written waiver of such right of a Material Objection Notice within the period described in clause (i) above, in which case such Schedule becomes binding on the date the waiver is received by the Corporate Taxpayer (such thirty (30) 30 calendar day date as modified, if at all, by clauses (i) or (ii), the “Early Termination Effective Date”). If the Corporate Taxpayer and such Membera Stockholder, for any reason, are unable to successfully resolve the issues raised in such notice within thirty (30) 30 calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and such Member Stockholder shall employ the Reconciliation Procedures.
Appears in 4 contracts
Sources: Tax Receivable Agreement (Virtu Financial, Inc.), Tax Receivable Agreement (Virtu Financial, Inc.), Tax Receivable Agreement (Virtu Financial, Inc.)
Early Termination Notice. If the Corporate Taxpayer chooses to exercise its right of early termination under in accordance with Section 4.01(b) above4.1(a), the Corporate Taxpayer shall deliver to each Member TRA Party a 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 Payment(s) due for such Membereach TRA Party. The Each Early Termination Schedule shall become final and binding on such Member thirty (30) all parties hereto 30 calendar days from the first date on which such Member has all TRA Parties are treated as having received such Schedule or amendment thereto unless under Section 7.1 unless, prior to such Member 30th-calendar day, the TRA Party Representative provides (ia) within thirty (30) calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer with notice of a material objection to such Schedule made in good faith (the “Material Objection Notice”) or (iib) provides a written waiver of such right of a Material Objection Notice within the period described in clause (i) aboveNotice, in which case such Schedule becomes will become binding on the date the waiver is received by the Corporate Taxpayer (such thirty (30) calendar day date as modified, if at all, by clauses (i) or (ii), the “Early Termination Effective Date”). If the Corporate Taxpayer and such Memberthe TRA Party Representative, for any reason, are unable to successfully resolve the issues raised in such notice within thirty (30) 30 calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and such Member the TRA Party Representative shall employ the Reconciliation Procedures in which case such Schedule shall become binding ten calendar days after the conclusion of the Reconciliation Procedures.
Appears in 3 contracts
Sources: Tax Receivable Agreement (Spree Acquisition Corp. 1 LTD), Tax Receivable Agreement (OPAL Fuels Inc.), Business Combination Agreement (ArcLight Clean Transition Corp. II)
Early Termination Notice. If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.01(b) 4.1 above, the Corporate Taxpayer shall deliver to each Member 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 Payment(s) due for such Membereach TRA Party. The Each Early Termination Schedule shall become final and binding on such Member all parties thirty (30) calendar days from the first date on which such Member the TRA Party has received such Schedule or amendment thereto unless such Member the TRA Party (i) within thirty (30) calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (ii) provides a written waiver of such right of a Material Objection Notice within the period described in clause (i) above, in which case such Schedule becomes binding on the date the waiver is received by the Corporate Taxpayer (such thirty (30) calendar day date as modified, if at all, by clauses (i) or (ii), the “Early Termination Effective Date”). If the Corporate Taxpayer and such Memberthe TRA Party, for any reason, are unable to successfully resolve the issues raised in such notice within thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and such Member the objecting TRA Party shall employ the Reconciliation Procedures in which case such Schedule becomes binding ten (10) days after the conclusion of the Reconciliation Procedures.
Appears in 3 contracts
Sources: Tax Receivable Agreement, Tax Receivable Agreement (Adeptus Health Inc.), Tax Receivable Agreement (Adeptus Health Inc.)
Early Termination Notice. If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.01(b) above, the Corporate Taxpayer shall deliver to each Member 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 for such MemberTRA Party. The Early Termination Schedule shall become final and binding on such Member TRA Party thirty (30) calendar days from the first date on which such Member TRA Party has received such Schedule or amendment thereto unless such Member TRA Party (i) within thirty (30) calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (ii) provides a written waiver of such right of a Material Objection Notice within the period described in clause (i) above, in which case such Schedule becomes binding on the date the waiver is received by the Corporate Taxpayer (such thirty (30) calendar day date as modified, if at all, by clauses (i) or (ii), the “Early Termination Effective Date”). If the Corporate Taxpayer and such MemberTRA Party, for any reason, are unable to successfully resolve the issues raised in such notice within thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and such Member TRA Party shall employ the Reconciliation Procedures.
Appears in 2 contracts
Sources: Tax Receivable Agreement (Xponential Fitness, Inc.), Tax Receivable Agreement (Xponential Fitness, Inc.)
Early Termination Notice. If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.01(b) 4.1 above, the Corporate Taxpayer shall deliver to each Member the applicable Limited Partner 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 for such Memberthe applicable Limited Partner. The Early Termination Schedule shall become final and binding on such Member thirty (30) all parties 30 calendar days from the first date on which such Member the applicable Limited Partner has received such Schedule or amendment thereto unless such Member the applicable Limited Partner (i) within thirty (30) 30 calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (ii) provides a written waiver of such right of a Material Objection Notice within the period described in clause (i) above, in which case such Schedule becomes binding on the date the waiver is received by the Corporate Taxpayer (such thirty (30) calendar day date as modified, if at all, by clauses (i) or (ii), the “Early Termination Effective Date”). If the Corporate Taxpayer and such Memberparties, for any reason, are unable to successfully resolve the issues raised in such notice within thirty (30) 30 calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and such Member the applicable Limited Partner shall employ the Reconciliation Procedures.
Appears in 2 contracts
Sources: Tax Receivable Agreement (Aveon Group L.P.), Tax Receivable Agreement (Aveon Group L.P.)
Early Termination Notice. If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.01(b) above, the Corporate Taxpayer shall deliver to each Member written 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 for such Member. The Early Termination Schedule shall become final and binding on such Member thirty (30) calendar days from the first date on which such Member has received such Schedule or amendment thereto unless such Member (i) within thirty (30) calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (ii) provides a written waiver of such right of a Material Objection Notice within the period described in clause (i) above, in which case such Schedule becomes binding on the date the waiver is received by the Corporate Taxpayer (such thirty (30) calendar day date as modified, if at all, by clauses (i) or (ii), the “Early Termination Effective Date”). If the Corporate Taxpayer and such Member, for any reason, are unable to successfully resolve the issues raised in such notice within thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and such Member shall employ the Reconciliation Procedures in which case such Early Termination Schedule shall become binding ten (10) calendar days after the conclusion of the Reconciliation Procedures.
Appears in 2 contracts
Sources: Tax Receivable Agreement (TWFG, Inc.), Tax Receivable Agreement (TWFG, Inc.)
Early Termination Notice. If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.01(b4.1(a) above, the Corporate Taxpayer shall deliver to each Member the TRA Holder 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 under either clause (i) or (ii) thereof and showing in reasonable detail the calculation of the Early Termination Payment for such MemberPayment(s) due. The Early Termination Schedule shall become final and binding on such Member all parties thirty (30) calendar days from the first date on which such Member has the TRA Holder is treated as having received such Schedule or amendment thereto under Section 7.1 unless such Member the TRA Holder (i) within thirty (30) calendar days after receiving the Early Termination Schedule, such date provides the Corporate Taxpayer with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (ii) provides a written waiver of such right of a Material Objection Notice within the period described in clause (i) above, in which case such Schedule becomes binding on the date the waiver is received by the Corporate Taxpayer (such thirty (30) calendar day date as modified, if at all, by clauses (i) or (ii), the “Early Termination Effective Date”)Taxpayer. If the Corporate Taxpayer and such Memberthe TRA Holder, for any reason, are unable to successfully resolve the issues raised in such notice within thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and such Member the TRA Party Representative shall employ the Reconciliation Procedures in which case such Schedule becomes binding ten (10) calendar days after the conclusion of the Reconciliation Procedures.
Appears in 1 contract
Sources: Tax Receivable Agreement (Redbox Entertainment Inc.)
Early Termination Notice. If the Corporate Taxpayer chooses to exercise its right of early termination under Section Section 4.01(b) above, the Corporate Taxpayer shall deliver to each Member 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 for such Member. The Early Termination Schedule shall become final and binding on such Member thirty (30) calendar days from the first date on which such Member has received such Schedule or amendment thereto unless such Member (i) within thirty (30) calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (ii) provides a written waiver of such right of a Material Objection Notice within the period described in clause (i(i) above, in which case such Schedule becomes binding on the date the waiver is received by the Corporate Taxpayer (such thirty (30) calendar day date as modified, if at all, by clauses (i(i) or (ii(ii), the “Early Termination Effective Date”). If the Corporate Taxpayer and such Member, for any reason, are unable to successfully resolve the issues raised in such notice within thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and such Member shall employ the Reconciliation Procedures.
Appears in 1 contract
Sources: Tax Receivable Agreement (Arog Pharmaceuticals, Inc.)