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 4.1 above, the Corporation shall deliver to the TRA Holder a notice of the Corporation’s decision to exercise such right (an “Early Termination Notice”). Upon delivery of the Early Termination Notice or the occurrence of an event described in Section 4.1(b) or Section 4.1(c), the Corporation shall deliver a schedule developed in consultation with the Advisory Firm (the “Early Termination Schedule”) showing in reasonable detail the calculation of the Early Termination Payment. The Corporation shall also (x) deliver to the TRA Holder supporting schedules and work papers from the Advisory Firm, and any additional materials reasonably requested by the TRA Holder that are reasonably necessary in order to understand the calculations that were relevant for purposes of preparing the Early Termination Schedule; and (y) allow the TRA Holder and its advisors to have reasonable access to the appropriate representatives at the Corporation and the applicable Advisory Firm as determined by the Corporation or as reasonably requested by the TRA Holder in connection with a review of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on each Party forty-five (45) days from the first date on which the TRA Holder received such Early Termination Schedule (and supporting schedules and work papers) unless:

Appears in 3 contracts

Samples: Tax Receivable Agreement (Bitcoin Depot Inc.), Tax Receivable Agreement (GSR II Meteora Acquisition Corp.), Tax Receivable Agreement (GSR II Meteora Acquisition Corp.)

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Early Termination Notice. If the Corporation chooses to exercise its right of early termination under Section 4.1 above, the Corporation shall deliver to the TRA Holder Payment Recipients a notice of the Corporation’s decision to exercise such right (an “Early Termination Notice”). Upon delivery of the Early Termination Notice or the occurrence of an event described in Section 4.1(b) or Section 4.1(c), the Corporation shall deliver and a schedule developed in consultation with the Advisory Firm (the “Early Termination Schedule”) showing in reasonable detail the calculation of the Early Termination Payment. The Corporation shall also (x) deliver to the TRA Holder supporting schedules and work papers from papers, as determined by the Advisory Firm, and any additional materials Corporation or as reasonably requested by a TRA Payment Recipient, that provide a reasonable level of detail regarding the TRA Holder that are reasonably necessary in order to understand the data and calculations that were relevant for purposes of preparing the Early Termination Schedule; (y) deliver a Corporation Letter supporting such Early Termination Schedule; and (yz) allow the TRA Holder Payment Recipients and its their advisors to have reasonable access to the appropriate representatives at the Corporation and the applicable Advisory Firm representatives, as determined by the Corporation or as reasonably requested by the TRA Holder Payment Recipients, at the Corporation and the Advisory Firm in connection with a review of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on each Party forty-five thirty (4530) calendar days from the first date on which all the TRA Holder Payment Recipients received such Early Termination Schedule (and supporting schedules and work papers) unless:

Appears in 3 contracts

Samples: Tax Receivable Agreement (EVO Payments, Inc.), Tax Receivable Agreement (EVO Payments, Inc.), Tax Receivable Agreement (EVO Payments, Inc.)

Early Termination Notice. If the Corporation chooses to exercise its right of early termination under Section 4.1 4.1(a) above, the Corporation shall deliver to the TRA Holder Representative a notice of the Corporation’s decision to exercise such right (an “Early Termination Notice”). Upon delivery of the Early Termination Notice or the occurrence of an event described in Section 4.1(b) or Section 4.1(c), the Corporation shall deliver a schedule developed in consultation with the Advisory Firm (the “Early Termination Schedule”) showing in reasonable detail the calculation of the Early Termination Payment. The Corporation shall also (x) deliver to the TRA Holder Representative supporting schedules and work papers from the an Advisory Firm, a Corporation Letter, and any additional materials reasonably requested by the TRA Holder Representative that are reasonably necessary in order to understand the calculations that were relevant for purposes of preparing the Early Termination Schedule; and (y) allow the TRA Holder Representative and its advisors to have reasonable access to the appropriate representatives at the Corporation and the applicable Advisory Firm as determined by the Corporation or as reasonably requested by the TRA Holder Representative in connection with a review of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on each Party forty-five sixty (4560) days from the first date on which the TRA Holder Representative received such Early Termination Schedule (and supporting schedules and work papers) unless:

Appears in 2 contracts

Samples: Tax Receivable Agreement (Falcon's Beyond Global, Inc.), Tax Receivable Agreement (FAST Acquisition Corp. II)

Early Termination Notice. If the Corporation chooses to exercise its right of early termination under Section 4.1 above, the Corporation shall deliver to the TRA Holder Representative a notice of the Corporation’s decision to exercise such right (an “Early Termination Notice”). Upon delivery of the Early Termination Notice or the occurrence of an event described in Section 4.1(b) or (c) (or an early termination pursuant to Section 4.1(c4.1(d)), the Corporation shall deliver a schedule developed in consultation with the Advisory Firm (the “Early Termination Schedule”) showing in reasonable detail the calculation of the Early Termination Payment. The Corporation shall also (x) deliver to the TRA Holder Representative supporting schedules and work papers from the an Advisory Firm, Firm and any additional materials reasonably requested by the TRA Holder Representative that are reasonably necessary in order to understand the calculations that were relevant for purposes of preparing the Early Termination Schedule; and (y) allow the TRA Holder Representative and its advisors to have reasonable access to the appropriate representatives at the Corporation and the applicable Advisory Firm as determined by the Corporation or as reasonably requested by the TRA Holder Representative, in connection with a review of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on each Party forty-five thirty (4530) days from the first date on which the TRA Holder Representative received such Early Termination Schedule (and supporting schedules and work papers) unless:

Appears in 2 contracts

Samples: Tax Receivable Agreement (System1, Inc.), Business Combination Agreement (Trebia Acquisition Corp.)

Early Termination Notice. If the Corporation chooses to exercise its right of early termination under Section 4.1 above4.1(a), the Corporation shall deliver to the TRA Holder Representative a notice of the Corporation’s decision to exercise such right (an “Early Termination Notice”). Upon delivery of the Early Termination Notice or the occurrence of an event described in Section 4.1(b) or Section 4.1(c), the Corporation shall deliver a schedule developed in consultation with the Advisory Firm (the “Early Termination Schedule”) showing in reasonable detail the calculation of the Early Termination Payment. The Corporation shall also (xa) deliver to the TRA Holder Representative supporting schedules and work papers from the Advisory Firm, Firm and any additional materials reasonably requested by the TRA Holder Representative that are reasonably necessary in order to understand the calculations that were relevant for purposes of preparing the Early Termination Schedule; and (yb) allow the TRA Holder Representative and its advisors and representatives to have reasonable access to the appropriate representatives at (including employees) of the Corporation and the applicable Advisory Firm as determined by the Corporation or as reasonably requested by the TRA Holder Representative, in connection with a review of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on each Party forty-five (45) days from the first date on which the TRA Holder Representative received such Early Termination Schedule (and supporting schedules and work papers) unless:

Appears in 2 contracts

Samples: Tax Receivable Agreement (Roth CH Acquisition III Co), Tax Receivable Agreement (QualTek Services Inc.)

Early Termination Notice. If the Corporation chooses to exercise its right of early termination under Section 4.1 above, the Corporation shall deliver to the TRA Holder Representative a notice of the Corporation’s decision to exercise such right (an “Early Termination Notice”). Upon delivery of the Early Termination Notice or the occurrence of an event described in Section 4.1(b) 4.1 (or an early termination pursuant to Section 4.1(c4.1), the Corporation shall deliver a schedule developed in consultation with the Advisory Firm (the “Early Termination Schedule”) showing in reasonable detail the calculation of the Early Termination Payment. The Corporation shall also (xa) deliver to the TRA Holder Representative supporting schedules and work papers from the an Advisory Firm, Firm and any additional materials reasonably requested by the TRA Holder Representative that are reasonably necessary in order to understand the calculations that were relevant for purposes of preparing the Early Termination Schedule; and (yb) allow the TRA Holder Representative and its advisors to have reasonable access to the appropriate representatives at the Corporation and the applicable Advisory Firm as determined by the Corporation or as reasonably requested by the TRA Holder Representative, in connection with a review of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on each Party forty-five (45) days from the first date on which the TRA Holder Representative received such Early Termination Schedule (and supporting schedules and work papers) unless:

Appears in 2 contracts

Samples: Operating Agreement (EG Acquisition Corp.), Tax Receivable Agreement (Flyexclusive Inc.)

Early Termination Notice. If the Corporation Parent chooses to exercise its right of early termination under Section 4.1 4.2 above, the Corporation Parent shall deliver to the TRA Holder Beneficiaries and the Blocker Corporation Owners a notice of the CorporationParent’s decision to exercise such right (an “Early Termination Notice”). Upon delivery of the Early Termination Notice or the occurrence of an event described in Section 4.1(b) or Section 4.1(c), the Corporation shall deliver and a schedule developed in consultation with the Advisory Firm (the “Early Termination Schedule”) showing in reasonable detail the calculation of the Early Termination Payment. The Corporation Parent shall also (x) deliver to the TRA Holder supporting schedules and work papers from the Advisory Firmpapers, and any additional materials as determined by Parent or as reasonably requested by a Beneficiary or Blocker Corporation Owner, that provide a reasonable level of detail regarding the TRA Holder that are reasonably necessary in order to understand the data and calculations that were relevant for purposes of preparing the Early Termination Schedule; and (y) deliver a Parent Letter supporting such Early Termination Schedule; and (z) allow the TRA Holder Beneficiaries or Blocker Corporation Owners and its their advisors to have reasonable access to the appropriate representatives at the Corporation and the applicable Advisory Firm representatives, as determined by the Corporation Parent or as reasonably requested by the TRA Holder Beneficiaries or Blocker Corporation Owner, at Parent and the Advisory Firm in connection with a review of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on each Party forty-five (45) calendar days from the first date on which the TRA Holder Beneficiaries or Blocker Corporation Owners received such Early Termination Schedule (and supporting schedules and work papers) unless:

Appears in 2 contracts

Samples: Tax Receivable Agreement (GreenSky, Inc.), Tax Receivable Agreement (GreenSky, Inc.)

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Early Termination Notice. If the Corporation chooses to exercise its right of early termination under Section 4.1 above, the Corporation shall deliver to the TRA Holder Representative a notice of the Corporation’s decision to exercise such right (an “Early Termination Notice”). Upon delivery of the Early Termination Notice or the occurrence of an event described in Section Sections 4.1(b) or Section 4.1(c), the Corporation shall deliver a schedule developed in consultation with the Advisory Firm (the “Early Termination Schedule”) showing in reasonable detail the calculation of the Early Termination Payment. The Corporation shall also (x) deliver to the TRA Holder Representative supporting schedules and work papers from the an Advisory Firm, and any additional materials reasonably requested by the TRA Holder Representative that are reasonably necessary in order to understand the calculations that were relevant for purposes of preparing the Early Termination Schedule; and (y) allow the TRA Holder Representative and its advisors to have reasonable access to the appropriate representatives at the Corporation and the applicable Advisory Firm as determined by the Corporation or as reasonably requested by the TRA Holder Representative in connection with a review of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on each Party forty-five thirty (4530) days from the first date on which the TRA Holder Representative received such Early Termination Schedule (and supporting schedules and work papers) unless:

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Horizon Acquisition Corp), Tax Receivable Agreement (Vivid Seats Inc.)

Early Termination Notice. If the Corporation Parent chooses to exercise its right of early termination under Section 4.1 4.2 above, the Corporation Parent shall deliver to the TRA Beneficiaries and the Blocker Holder a notice of the CorporationParent’s decision to exercise such right (an “Early Termination Notice”). Upon delivery of the Early Termination Notice or the occurrence of an event described in Section 4.1(b) or Section 4.1(c), the Corporation shall deliver and a schedule developed in consultation with the Advisory Firm (the “Early Termination Schedule”) showing in reasonable detail the calculation of the Early Termination Payment. The Corporation Parent shall also (x) deliver to the TRA Holder supporting schedules and work papers from the Advisory Firmpapers, and any additional materials as determined by Parent or as reasonably requested by a Beneficiary or the TRA Holder Blocker Holder, that are reasonably necessary in order to understand provide a reasonable level of detail regarding the data and calculations that were relevant for purposes of preparing the Early Termination Schedule; and (y) deliver a Parent Letter supporting such Early Termination Schedule; and (z) allow the TRA Beneficiaries or the Blocker Holder and its their advisors to have reasonable access to the appropriate representatives at the Corporation and the applicable Advisory Firm representatives, as determined by the Corporation Parent or as reasonably requested by the TRA Holder Beneficiaries or the Blocker Holder, at Parent and the Advisory Firm in connection with a review of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on each Party forty-five (45) calendar days from the first date on which the TRA Beneficiaries or the Blocker Holder received such Early Termination Schedule (and supporting schedules and work papers) unless:

Appears in 2 contracts

Samples: Tax Receivable Agreement (Open Lending Corp), Tax Receivable Agreement (Nebula Acquisition Corp)

Early Termination Notice. If the Corporation chooses to exercise its right of early termination under Section 4.1 above, the Corporation shall deliver to the TRA Holder Representative a notice of the Corporation’s decision to exercise such right (an “Early Termination Notice”). Upon delivery of the Early Termination Notice or the occurrence of an event described in Section 4.1(b) 4.1 (or an early termination pursuant to Section 4.1(c4.1), the Corporation shall deliver a schedule developed in consultation with the Advisory Firm (the “Early Termination Schedule”) showing in reasonable detail the calculation of the Early Termination Payment. The Corporation shall also (x) deliver to the TRA Holder Representative supporting schedules and work papers from the an Advisory Firm, Firm and any additional materials reasonably requested by the TRA Holder Representative that are reasonably necessary in order to understand the calculations that were relevant for purposes of preparing the Early Termination Schedule; and (y) allow the TRA Holder Representative and its advisors to have reasonable access to the appropriate representatives at the Corporation and the applicable Advisory Firm as determined by the Corporation or as reasonably requested by the TRA Holder Representative, in connection with a review of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on each Party forty-five (45) days from the first date on which the TRA Holder Representative received such Early Termination Schedule (and supporting schedules and work papers) unless:

Appears in 1 contract

Samples: Tax Receivable Agreement (Sky Harbour Group Corp)

Early Termination Notice. If the Corporation chooses to exercise its right of early termination under Section 4.1 above, the Corporation shall deliver to the TRA Holder Representative a notice of the Corporation’s decision to exercise such right (an “Early Termination Notice”). Upon delivery of the Early Termination Notice or the occurrence of an event described in Section 4.1(b) or (c) (or an early termination pursuant to Section 4.1(c4.1(d)), the Corporation shall deliver a schedule developed in consultation with the Advisory Firm (the “Early Termination Schedule”) showing in reasonable detail the calculation of the Early Termination Payment. The Corporation shall also (x) deliver to the TRA Holder Representative supporting schedules and work papers from the an Advisory Firm, Firm and any additional materials reasonably requested by the TRA Holder Representative that are reasonably necessary in order to understand the calculations that were relevant for purposes of preparing the Early Termination Schedule; and (y) allow the TRA Holder Representative and its advisors to have reasonable access to the appropriate representatives at the Corporation and the applicable Advisory Firm as determined by the Corporation or as reasonably requested by the TRA Holder Representative, in connection with a review of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on each Party forty-five (45) days from the first date on which the TRA Holder Representative received such Early Termination Schedule (and supporting schedules and work papers) unless:

Appears in 1 contract

Samples: Tax Receivable Agreement (AST SpaceMobile, Inc.)

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