Common use of Early Termination Right Clause in Contracts

Early Termination Right. With the written approval of a majority of the Independent Directors, Holdings may completely terminate this Agreement, as and to the extent provided herein, with respect to all amounts payable to WP by paying to WP the Early Termination Payment; provided, that any Early Termination Payment made to WP pursuant to this Section 4.1(a) is matched by an Early Termination Payment to RIHI under Section 4.1(a) of the RIHI TRA and in complete termination of the RIHI TRA, and provided, further, that Holdings 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 Holdings’ payment of the Early Termination Payment, Holdings shall not have any further payment obligations under this Agreement, other than with respect to any: (i) prior Tax Benefit Payments that are due and payable under this Agreement but that still remain unpaid as of the date of the Early Termination Notice; and (ii) current 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 calculation of the Early Termination Payment).

Appears in 2 contracts

Samples: Tax Receivable Agreement (RE/MAX Holdings, Inc.), Tax Receivable Agreement (RE/MAX Holdings, Inc.)

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Early Termination Right. With the written approval of a majority of the Independent Directors, Holdings may completely terminate this Agreement, as and to the extent provided herein, with respect to all amounts payable to WP RIHI by paying to WP RIHI the Early Termination Payment; provided, that any Early Termination Payment made to WP RIHI pursuant to this Section 4.1(a) is matched by an Early Termination Payment to RIHI WP under Section 4.1(a) of the RIHI WP TRA and in complete termination of the RIHI WP TRA, and provided, further, that Holdings 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 Holdings’ payment of the Early Termination Payment, Holdings shall not have any further payment obligations under this Agreement, other than with respect to any: (i) prior Tax Benefit Payments that are due and payable under this Agreement but that still remain unpaid as of the date of the Early Termination Notice; and (ii) current 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 calculation of the Early Termination Payment). If a Sale subsequently occurs with respect to Common Units for which Holdings has exercised its termination rights under this Section 4.1(a), Holdings shall have no obligations under this Agreement with respect to such Sale.

Appears in 2 contracts

Samples: Tax Receivable Agreement (RE/MAX Holdings, Inc.), Tax Receivable Agreement (RE/MAX Holdings, Inc.)

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