Common use of Early Termination Notice Clause in Contracts

Early Termination Notice. If the Corporation chooses to exercise its right of early termination under Section 4.01 above, the Corporation shall deliver to each present or former Principal a notice of such intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporation’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment. The Early Termination Schedule shall become final and binding on all parties unless an Applicable Principal, within 30 calendar days after receiving the Early Termination Schedule, provides the Corporation with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”). If the parties, for any reason, are unable to successfully resolve the issues raised in such notice within 30 calendar days after receipt by the Corporation of the Material Objection Notice, the Corporation and the relevant Principal shall employ the Reconciliation Procedures as described in Section 7.09 of this Agreement.

Appears in 5 contracts

Samples: Tax Receivable Agreement (Artio Global Investors Inc.), Tax Receivable Agreement (Fifth Street Asset Management Inc.), Tax Receivable Agreement (RCS Capital Corp)

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Early Termination Notice. If the Corporation chooses to exercise its right of early termination under Section 4.01 above, the Corporation shall deliver to each present or former Principal a Member notice of such intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporation’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination PaymentPayment for that Member. The Early Termination Schedule shall become final and binding on all parties unless an Applicable Principalthe Member, within 30 calendar days after receiving the Early Termination Schedule, provides the Corporation with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”). If the parties, for any reason, are unable to successfully resolve the issues raised in such notice within 30 calendar days after receipt by the Corporation of the Material Objection Notice, the Corporation and the relevant Principal Member shall employ the Reconciliation Procedures as described in Section 7.09 of this Agreement.

Appears in 5 contracts

Samples: Tax Receivable Agreement (DynaVox Inc.), Tax Receivable Agreement (Duff & Phelps Corp), Tax Receivable Agreement (DynaVox Inc.)

Early Termination Notice. If the Corporation chooses to exercise its right of early termination under Section 4.01 above, the Corporation shall deliver to each present or former Principal a Member notice of such intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporation’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment. The applicable Early Termination Schedule shall become final and binding on all parties unless an the Applicable PrincipalMember, within 30 thirty (30) calendar days after receiving the Early Termination Schedule, Schedule thereto provides the Corporation with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”). If the parties, for any reason, are unable to successfully resolve the issues raised in such notice within 30 thirty (30) calendar days after receipt by the Corporation of the Material Objection Notice, the Corporation and the relevant Principal Applicable Member shall employ the Reconciliation Procedures as described in Section 7.09 of this Agreement.

Appears in 4 contracts

Samples: Tax Receivable Agreement (Genesis Healthcare, Inc.), Purchase and Contribution Agreement (Skilled Healthcare Group, Inc.), Tax Receivable Agreement (SmileDirectClub, Inc.)

Early Termination Notice. If the Corporation chooses to exercise its right of early termination under Section 4.01 above, the Corporation shall deliver to each present or former Principal a Partner notice of such intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporation’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment. The applicable Early Termination Schedule shall become final and binding on all parties unless an the Applicable PrincipalPartner, within 30 calendar days after receiving the Early Termination Schedule, Schedule thereto provides the Corporation with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”). If the parties, for any reason, are unable to successfully resolve the issues raised in such notice within 30 calendar days after receipt by the Corporation of the Material Objection Notice, the Corporation and the relevant Principal Original Partner shall employ the Reconciliation Procedures as described in Section 7.09 of this Agreement.

Appears in 4 contracts

Samples: Form of Tax Receivable Agreement (Och-Ziff Capital Management Group LLC), Form of Tax Receivable Agreement (Och-Ziff Capital Management Group LLC), Tax Receivable Agreement (Och-Ziff Capital Management Group LLC)

Early Termination Notice. If the Corporation chooses to exercise its right of early termination under Section 4.01 above, the Corporation shall deliver to each present or former Principal a Member notice of such intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporation’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment. The Early Termination Schedule shall become final and binding on all parties unless an Applicable PrincipalMember, within 30 calendar days after receiving the Early Termination Schedule, provides the Corporation with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”). If the parties, for any reason, are unable to successfully resolve the issues raised in such notice within 30 calendar days after receipt by the Corporation of the Material Objection Notice, the Corporation and the relevant Principal applicable Member shall employ the Reconciliation Procedures as described in Section 7.09 of this Agreement.

Appears in 3 contracts

Samples: Tax Receivable Agreement (Pzena Investment Management, Inc.), Tax Receivable Agreement (Turner Investments, Inc.), Tax Receivable Agreement (Pzena Investment Management, Inc.)

Early Termination Notice. If the Corporation chooses to exercise its right of early termination under Section 4.01 above, the Corporation shall deliver to each present or former Principal a the Limited Partner notice of such intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporation’s intention to exercise such right and showing in reasonable detail the information required pursuant to Section 2.02 and the calculation of the Early Termination Payment. The Early Termination Schedule shall become final and binding on all parties unless an Applicable Principalthe Limited Partner, within 30 thirty calendar days after receiving the Early Termination Schedule, Schedule thereto provides the Corporation with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”). If the parties, for any reason, are unable to successfully resolve the issues raised in such notice within 30 thirty calendar days after receipt by the Corporation of the Material Objection Notice, the Corporation and the relevant Principal Limited Partner shall employ the Reconciliation Procedures as described in Section 7.09 of this Agreement.

Appears in 3 contracts

Samples: Tax Receivable Agreement (Virgin Mobile USA, Inc.), Tax Receivable Agreement (Virgin Mobile USA, Inc.), Tax Receivable Agreement (Virgin Mobile USA, Inc.)

Early Termination Notice. If the Corporation chooses to exercise its right of early termination under Section 4.01 4.1 above, the Corporation shall deliver to each present or former Principal a Member notice of such intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporation’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination PaymentPayment for that Member. The Early Termination Schedule shall become final and binding on all parties unless an Applicable Principalthe Member, within 30 calendar days after receiving the Early Termination Schedule, provides the Corporation with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”). If the parties, for any reason, are unable to successfully resolve the issues raised in such notice within 30 calendar days after receipt by the Corporation of the Material Objection Notice, the Corporation and the relevant Principal Member shall employ the Reconciliation Procedures as described in Section 7.09 7.9 of this Agreement.

Appears in 3 contracts

Samples: Tax Receivable Agreement (Truett-Hurst, Inc.), Tax Receivable Agreement (Truett-Hurst, Inc.), Tax Receivable Agreement (Truett-Hurst, Inc.)

Early Termination Notice. If the Corporation chooses to exercise its right of early termination under Section 4.01 above, the Corporation shall deliver to each present or former Principal a Virgin notice of such intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporation’s intention to exercise such right and showing in reasonable detail the information required pursuant to Section 2.02 and the calculation of the Early Termination Payment. The Early Termination Schedule shall become final and binding on all parties unless an Applicable PrincipalVirgin, within 30 thirty calendar days after receiving the Early Termination Schedule, Schedule thereto provides the Corporation with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”). If the parties, for any reason, are unable to successfully resolve the issues raised in such notice within 30 thirty calendar days after receipt by the Corporation of the Material Objection Notice, the Corporation and the relevant Principal Virgin shall employ the Reconciliation Procedures as described in Section 7.09 of this Agreement.

Appears in 3 contracts

Samples: Tax Receivable Agreement (Virgin Mobile USA, Inc.), Tax Receivable Agreement (Virgin Mobile USA, Inc.), Tax Receivable Agreement (Virgin Mobile USA, Inc.)

Early Termination Notice. If the Corporation chooses to exercise its right of early termination under Section 4.01 above, the Corporation shall deliver to each present or former Principal a Member notice of such intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporation’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination PaymentPayment for that Member. The Early Termination Schedule shall become final and binding on all parties unless an Applicable Principalthe Member, within 30 thirty (30) calendar days after receiving the Early Termination Schedule, provides the Corporation with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”). If the parties, for any reason, are unable to successfully resolve the issues raised in such notice within 30 thirty (30) calendar days after receipt by the Corporation of the Material Objection Notice, the Corporation and the relevant Principal Member shall employ the Reconciliation Procedures as described in Section 7.09 of this Agreement.

Appears in 2 contracts

Samples: Tax Receivable Agreement (Pennymac Financial Services, Inc.), Tax Receivable Agreement (Pennymac Financial Services, Inc.)

Early Termination Notice. If the Corporation chooses to exercise its right of early termination under Section 4.01 above, the Corporation shall deliver to each present or former Principal a Partner notice of such intention to exercise such right (the “Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporation’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment. The applicable Early Termination Schedule shall become final and binding on all parties unless an Applicable Principala Partner, within 30 thirty (30) calendar days after receiving the Early Termination ScheduleSchedule thereto, provides the Corporation with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”). If the parties, for any reason, are unable to successfully resolve the issues raised in such notice within 30 thirty (30) calendar days after receipt by the Corporation of the Material Objection Notice, the Corporation and the relevant Principal such Partner shall employ the Reconciliation Procedures as described in Section 7.09 of this Agreement.

Appears in 2 contracts

Samples: Tax Receivable Agreement (Perella Weinberg Partners), Business Combination Agreement (FinTech Acquisition Corp. IV)

Early Termination Notice. If the Corporation chooses to exercise its right of early termination under Section 4.01 above, the Corporation shall deliver to each present or former Principal a Partner whose rights are being terminated notice of such intention to exercise such right (an “Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporation’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination PaymentPayment with respect to such Partner. The applicable Early Termination Schedule shall become final and binding on all parties the Corporation and such Partner unless an the Applicable PrincipalPartner, within 30 calendar days after receiving the Early Termination Schedule, Schedule thereto provides the Corporation with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”). If the parties, for any reason, are unable to successfully resolve the issues raised in such notice within 30 calendar days after receipt by the Corporation of the Material Objection Notice, the Corporation and the relevant Principal Partner shall employ the Reconciliation Procedures as described in Section 7.09 of this Agreement.

Appears in 2 contracts

Samples: Tax Receivable Agreement (Moelis & Co), Tax Receivable Agreement (Moelis & Co)

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Early Termination Notice. If the Corporation chooses to exercise its right of early termination under Section 4.01 above, the Corporation shall deliver to each present or former Principal a the applicable Partner notice of such intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporation’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment. The applicable Early Termination Schedule shall become final and binding on all parties unless an Applicable Principalthe applicable Partner, within 30 10 calendar days after receiving the Early Termination Schedule, Schedule thereto provides the Corporation with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”)faith. If the parties, for any reasonnegotiating in good faith, are unable to successfully resolve the issues raised in such notice within 30 calendar days after receipt by such Schedule was delivered to the Corporation of the Material Objection Noticeapplicable Partner, the Corporation and the relevant Principal applicable Partner shall employ the Reconciliation Procedures as described in Section 7.09 of this Agreement.

Appears in 2 contracts

Samples: Joinder Agreement (Evercore Partners Inc.), Joinder Agreement (Evercore Partners Inc.)

Early Termination Notice. If the Corporation chooses to exercise its right of early termination under Section 4.01 above, the Corporation shall deliver to each present or former Principal a Partner notice of such intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporation’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment. The applicable Early Termination Schedule shall become final and binding on all parties unless an Applicable Principala Partner, within 30 thirty (30) calendar days after receiving the Early Termination ScheduleSchedule thereto, provides the Corporation with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”). If the parties, for any reason, are unable to successfully resolve the issues raised in such notice within 30 thirty (30) calendar days after receipt by the Corporation of the Material Objection Notice, the Corporation and the relevant Principal Partner delivering the Material Objection Notice shall employ the Reconciliation Procedures as described in Section 7.09 of this Agreement.

Appears in 2 contracts

Samples: Tax Receivable Agreement (Blue Owl Capital Inc.), Tax Receivable Agreement (Blue Owl Capital Inc.)

Early Termination Notice. If the a Corporation chooses to exercise its right of early termination under Section 4.01 above, the such Corporation shall deliver to each present or former Principal a the TRA Holders notice of such intention to exercise such right (“Early Termination Notice”) and shall deliver to the Principals a schedule (the “Early Termination Schedule”) specifying the such Corporation’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment. The applicable Early Termination Schedule shall become final and binding on all parties unless an Applicable a Principal, within 30 calendar days after receiving the Early Termination Schedule, Schedule thereto provides the such Corporation with notice (“Early Termination Objection Notice”) of a material objection to such Schedule made in good faith (“Material Objection Notice”)faith. If the parties, for any reason, are unable to successfully resolve the issues raised in such notice within 30 calendar days after receipt by the such Corporation of the Material Early Termination Objection Notice, the such Corporation and the relevant a Principal shall employ the Reconciliation Procedures as described in Section 7.09 of this Agreement.

Appears in 2 contracts

Samples: Form of Tax Receivable Agreement (Ares Management Lp), Tax Receivable Agreement (Ares Management Lp)

Early Termination Notice. If the Corporation chooses to exercise its right of early termination under Section 4.01 above4.01(a), the Corporation shall deliver to each present or former Principal a the TRA Holders notice of such intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporation’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment. The applicable Early Termination Schedule shall become final and binding on all parties unless an Applicable Principalthe applicable TRA Holder, within 30 ten (10) calendar days after receiving the Early Termination ScheduleSchedule thereto, provides the Corporation with written notice of a material objection to such Schedule made in good faith (“Material Objection Notice”)faith. If the parties, for any reasonnegotiating in good faith, are unable to successfully resolve the issues raised in such notice within 30 thirty (30) calendar days after receipt by such Schedule was delivered to the Corporation of the Material Objection Noticeapplicable TRA Holder, the Corporation and the relevant Principal applicable TRA Holder shall employ the Reconciliation Procedures as described in Section 7.09 of this Agreement6.12.

Appears in 1 contract

Samples: Income Tax Receivable Agreement (Liberty Tax, Inc.)

Early Termination Notice. If the Corporation chooses to exercise its right of early termination under Section 4.01 4.01(a) above, the Corporation shall deliver to each present or former Principal a Member notice of such intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporation’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination PaymentPayment for that Member. The Early Termination Schedule shall become final and binding on all applicable parties unless an Applicable Principalthe Member, within 30 calendar days after receiving the Early Termination Schedule, provides the Corporation with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”). If the applicable parties, for any reason, are unable to successfully resolve the issues raised in such notice within 30 calendar days after receipt by the Corporation of the Material Objection Notice, the Corporation and the relevant Principal Member shall employ the Reconciliation Procedures as described in Section 7.09 of this Agreement.

Appears in 1 contract

Samples: Tax Receivable Agreement (PBF Energy Inc.)

Early Termination Notice. If the Corporation chooses to exercise its right of early termination under Section 4.01 above4.01, the Corporation shall deliver to each present or former Principal a notice of such intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporation’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment. The Early Termination Schedule shall become final and binding on all parties unless an Applicable Principal, within 30 calendar days after receiving the Early Termination Schedule, provides the Corporation with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”). If the parties, for any reason, are unable to successfully resolve the issues raised in such notice within 30 calendar days after receipt by the Corporation of the Material Objection Notice, the Corporation and the relevant Principal shall employ the Reconciliation Procedures as described in Section 7.09 of this Agreement.

Appears in 1 contract

Samples: Tax Receivable Agreement (RCS Capital Corp)

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