Early Termination Payments definition

Early Termination Payments as defined in the Exchange TRA payable to all the Exchange TRA Parties under the Exchange TRA, in each case if the Corporate Taxpayer had exercised its right of early termination on the date such amendment is proposed to the TRA Parties; provided, that no such amendment shall be effective if such amendment will have a disproportionate effect on the payments one or more TRA Parties receive under this Agreement unless such amendment is consented in writing by such TRA Parties disproportionately affected; provided further, that, notwithstanding anything to the contrary in this Section 7.6(b), no such amendment in contemplation of, in connection with, or following a Take-Private Transaction by a Founder Member (as defined in the Exchange TRA) or its Affiliates shall be effective without the prior written consent of the TRA Party Representative, and no such amendment in contemplation of, in connection with, or following a Take-Private Transaction by a TSG Member (as defined in the Exchange TRA) or its Affiliates shall be effective without the prior written consent of the TRA Party Representative of the Founder Members (as specified in the Exchange TRA). No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective.

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Early Termination Payments shall be the aggregate amount of payments, including, without limitation, pre-payment penalties and retroactive rental adjustments, received by Seller or any of its Subsidiaries, if any, after the date hereof in connection with or due and owing as a result of the early termination of all or any part of any Lease Transaction. Notwithstanding the foregoing sentence, if the Closing occurs on or after May 1, 2001, then the Early Termination Payments shall be the amount determined pursuant to the preceding sentence, less the normal per diem rentals that Purchaser otherwise would have been paid under the applicable Lease Transaction without the early termination from the period commencing on May 1, 2001 and ending on the day prior to the Closing Date. At least two Business Days prior to the Closing Date, Seller shall deliver to Purchaser a statement of the Early Termination Payments, if any, received by Seller prior to the Closing, which statement will be brought current through the Closing Date to account for any receipt of payments prior to the Closing. Purchaser will be entitled to credit any Early Termination Payment against the cash payments required to be made by it at Closing. Any Early Termination Payment received by Seller for which Purchaser does not apply such credit shall be promptly remitted to Purchaser.

Early Termination Payments means (a) any “Early Termination Payments” as defined in the Tax Receivable Agreement and (b) any similar discounted present value payment (calculated on a basis substantially similar to “Early Termination Payments” as defined in the Tax Receivable Agreement) if such payment terminates the obligations of Holdings under the Tax Receivable Agreement with respect to the recipient(s) of such payment.

Examples of Early Termination Payments in a sentence

If an Exchange occurs after the Corporate Taxpayer makes all of the required Early Termination Payments, the Corporate Taxpayer shall have no obligations under this Agreement with respect to such Exchange.
If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above, the Corporate Taxpayer shall deliver to each 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(s) due for each TRA Party.
For the avoidance of doubt, if an Exchange occurs after the Corporation makes the Early Termination Payments with respect to all Members, the Corporation shall have no obligations under this Agreement with respect to such Exchange, and its only obligations under this Agreement in such case shall be its obligations to all Members under Section 4.03(a).
For the avoidance of doubt, if an Exchange occurs after the Corporate Taxpayer makes all of the required Early Termination Payments, the Corporate Taxpayer shall have no obligations under this TRA Agreement with respect to such Exchange.
For the avoidance of doubt, if an Exchange occurs after the Corporation makes the Early Termination Payments with respect to all Members, the Corporation shall have no obligations under this Agreement with respect to such Exchange, and its only obligations under this Agreement in such case shall be its obligations to all Members under Section 4.3(a).
For the avoidance of doubt, if an Exchange occurs after the Corporation makes the Early Termination Payments with respect to all Partners, the Corporation shall have no obligations under this Agreement with respect to such Exchange, and its only obligations under this Agreement with respect to such Exchange in such case shall be its obligations to all Partners under Section 4.03(a).
If an Exchange occurs after PubCo makes all of the required Early Termination Payments, PubCo shall have no obligations under this Agreement with respect to such Exchange.
All Early Termination Schedules affected by any changes resulting from a Material Objection Notice shall be updated and the Early Termination Payment(s) due in respect thereof shall be recalculated by the Corporation to take into account such changes.
On each Payment Date, the Lessee shall pay to the Lessor all Early Termination Payments that have accrued during the Related Month.
If an Exchange occurs after the Corporate Taxpayer makes the Early Termination Payments with respect to all applicable TRA Parties, the Corporate Taxpayer shall have no obligations under this Agreement with respect to such Exchange.

More Definitions of Early Termination Payments

Early Termination Payments is defined in Section 13.4 of the Operating Lease.

Early Termination Payments is defined (i) for purposes of the AESOP I Operating Lease in Section 13.4 thereof, (ii) for purposes of the AESOP II Operating Lease in Section 13.4 thereof and (iii) for purposes of the Finance Lease in Section 13.4 thereof.

Early Termination Payments consisting of (a) the "Base Salary Payment" and (b) the "Bonus Payment". The Base Salary Payment shall be that amount of Executive's Base Salary as of the Early Termination Date due for the balance of the Term or for a period of twelve (12) months, whichever is greater, paid in accordance with the Company's regular payroll practices or, solely within the Company's discretion, in a lump sum. The Base Salary Payment shall be made less applicable deductions and withholdings. The Bonus Payment shall be equal to the amount of Executive's Base Salary as of the Early Termination Date, multiplied by the target rate in effect for the year of termination, paid when and in the same percentage as that to other similarly situated employees, and further multiplied by a fraction, the numerator of which is the number of days which have elapsed in the calendar year during which the Early Termination Date falls, and the denominator of which is three hundred sixty-five (365). The Bonus Payment shall be paid to Executive at the same time paid to other employees of Employer. Executive agrees that in the event this Agreement is terminated by Employer without cause, the Early Termination Payment shall constitute Executive's sole and exclusive remedy for the termination of his employment and the termination of this Agreement. Executive acknowledges he has been advised it is Employer's policy that payment of annual or other bonuses by Employer is completely a matter of discretion, and Executive agrees that in the event of his termination without cause, he has no legal right to the payment of the Bonus Payment or any other bonus. Upon tender of the Bonus Payment by Employer, without any further action or notice on the part of any party, Executive shall be deemed to have released Employer, its parents, subsidiaries, affiliates, successors and assigns, and the officers, directors, agents and employees of each of them, from any and all claims, liabilities, judgments and expenses (including attorney's fees) arising from Executive's employment with Employer and the termination thereof (including, but not limited to, claims arising from the termination of this Agreement), but not a release of any right Executive may have to receive the unpaid portion of the Base Salary Payment.