TRA Acceleration Clause Samples
The TRA Acceleration clause allows for the expedited payment of amounts owed under a Tax Receivable Agreement (TRA) in certain circumstances. Typically, this clause is triggered by events such as a change of control, breach, or other specified occurrences, resulting in the immediate or early payment of future contingent amounts that would otherwise be paid over time. Its core practical function is to protect the interests of the party entitled to payments under the TRA by ensuring they receive their due amounts promptly if the agreed-upon structure or relationship changes significantly.
TRA Acceleration. The Parties agree that the consummation of the Transactions will give rise to a “Change of Control” as defined in the TRA (such Change of Control, the “MA Change of Control”). Furthermore, the Parties agree that, notwithstanding anything to the contrary contained in the TRA and without any further action on the part of any person (including, without limitation, the Parties), the TRA shall be terminated in its entirety upon the Effective Time, and thereafter neither the Company nor any person entitled to payment under the TRA (each such person, a “TRA Holder”) shall have any further obligations under the TRA other than those obligations set forth in this Agreement.
TRA Acceleration. Effective upon receipt of the Acceleration Payment, all other rights and obligations under the TRA shall terminate except for Sections 6.02 (Consistency), 6.03 (Cooperation), 7.04 (Governing Law) and 7.12 (Confidentiality) of the TRA (collectively, the “Surviving TRA Terms”). The Surviving TRA Terms shall remain in effect. CPE and RTEA agree that the entering into of this Agreement and payment of the Acceleration Payment hereunder does not constitute an Early Termination Notice (as defined in the TRA).
TRA Acceleration. The Parties agree that the consummation of the transactions contemplated by the Merger Agreement will give rise to a “Change of Control” as defined in the TRA (such Change of Control, the “MA Change of Control”), and that the TRA Holder has elected (a) to waive its right to receive an Early Termination Option Notice, (b) to irrevocably terminate the TRA and (c) to accept payment of the Termination Payment in full satisfaction of all amounts to which it is entitled under the TRA, including, without limitation, the Early Termination Payment and the other amounts it is entitled to receive. The Parties agree that, notwithstanding anything to the contrary contained in the TRA and without any further action on the part of any person (including, without limitation, the Parties), upon payment of the Termination Payment (defined below), the TRA shall be irrevocably terminated in its entirety and shall be of no further force or effect, and thereafter no Party shall have any further obligations or rights under the TRA other than those obligations or rights set forth in this Agreement.