Common use of Early Termination and Breach of Agreement Clause in Contracts

Early Termination and Breach of Agreement. (a) The Corporation may terminate this Agreement with respect to all of the Units held (or previously held and Exchanged) by all Members at any time by paying to the Members the Early Termination Payment; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all Members, and provided, further, that the Corporation may withdraw any notice to execute its termination rights under this Section 4.01(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payments by the Corporation, neither the Members nor the Corporation shall have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payment agreed to by the Corporation and the Member as due and payable but unpaid as of the Early Termination Notice and (b) 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 (b) is included in the Early Termination Payment). 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).

Early Termination and Breach of Agreement. (a) The Corporation With the written approval of a majority of the Independent Directors, the Corporate Taxpayer may terminate this Agreement with respect to all amounts payable to the Equity Plan Members and with respect to all of the Units held (or previously held and Exchanged) by all Equity Plan Members at any time by paying to all of the Equity Plan Members the Early Termination Payment; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all the Equity Plan Members, and provided, further, that the Corporation Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.01(a4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payments by the CorporationCorporate Taxpayer, neither the Members Equity Plan Member nor the Corporation Corporate Taxpayer shall have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payment agreed to by the Corporation Corporate Taxpayer and the Equity Plan Member as due and payable but unpaid as of the Early Termination Notice and (b) 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 (b) is included in the Early Termination Payment). For the avoidance of doubt, if If an Exchange occurs after the Corporation makes the Early Termination Payments with respect to all MembersCorporate Taxpayer exercises its termination rights under this Section 4.1(a), the Corporation Corporate Taxpayer 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).

Early Termination and Breach of Agreement. (a) The Corporation may terminate this Agreement with respect to all of the Units held (or previously held and Exchanged) by all Members at any time by paying to the Members each Member the Early Termination PaymentPayment attributable to each such Member; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all Members, and provided, further, that the Corporation may withdraw any notice to execute its termination rights under this Section 4.01(a4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payments by the Corporation, neither the Members nor the Corporation shall have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payment agreed to by the Corporation and the Member as due and payable but unpaid as of the Early Termination Notice and (b) 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 (b) is included in the Early Termination Payment). 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(a4.3(a).

Early Termination and Breach of Agreement. (a) The Corporation may terminate this Agreement with respect to all of the Partnership Units held (or previously held and Exchangedexchanged) by all Members Partners at any time by paying to all of the Members Partners the Early Termination Payment; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all MembersPartners, and provided, further, that the Corporation may withdraw any notice to execute its termination rights under this Section 4.01(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payments by the Corporation, neither the Members Applicable Partners nor the Corporation shall have any further payment obligations under this AgreementAgreement in respect of such Partners, other than for any (a) Tax Benefit Payment agreed to by the Corporation and the Member an Applicable Partner as due and payable but unpaid as of the Early Termination Notice and (b) 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 (b) is included in the Early Termination Payment). For the avoidance of doubt, if an Exchange occurs after the Corporation makes the Early Termination Payments with respect to all MembersPartners, 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 Partners under Section 4.03(a).

Early Termination and Breach of Agreement. (a) The Corporation Corporate Taxpayer may terminate this Agreement with respect to all amounts payable to the ITR Entity and with respect to all of the Units held (or previously held and Exchanged) by all HF Non-Corporate Members at any time by paying to the Members ITR Entity the Early Termination Payment; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all Members, and provided, further, that the Corporation Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.01(a4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payments Payment by the CorporationCorporate Taxpayer, neither the Members ITR Entity nor the Corporation Corporate Taxpayer shall have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payment agreed to by the Corporation Corporate Taxpayer and the Member ITR Entity as due and payable but unpaid as of the Early Termination Notice and (b) 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 this clause (b) is included in the Early Termination Payment). For the avoidance of doubt, if If an Exchange occurs after the Corporation makes the Early Termination Payments with respect to all MembersCorporate Taxpayer exercises its termination rights under this Section 4.1(a), the Corporation Corporate Taxpayer 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).

Early Termination and Breach of Agreement. (a) The Corporation With the written approval of a majority of the Independent Directors, APAM may terminate this Agreement with respect to some or all amounts payable to some or all of the Units held LP Unit Holders (or previously held and Exchangedincluding, for the avoidance of doubt, any transferee pursuant to Section 7.6(a)(ii)) by all Members at any time by paying to the Members such Person or Persons the Early Termination Payment; provided, however, that this Agreement shall only terminate with respect to any such Person upon the receipt of the Early Termination Payment by all Memberssuch Person, and provided, further, that the Corporation APAM may withdraw any notice to execute its termination rights under this Section 4.01(a4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payments Payment by the CorporationAPAM, neither the Members LP Unit Holder nor the Corporation APAM shall have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payment agreed to by the Corporation APAM and the Member LP Unit Holder as due and payable but unpaid as of the Early Termination Notice and (b) 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 (b) is included in the calculation of the Early Termination Payment). For the avoidance of doubt, if If an Exchange occurs after the Corporation makes the Early Termination Payments with respect to all MembersLP Units with respect to which APAM has exercised its termination rights under this Section 4.1(a), the Corporation APAM 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).

Early Termination and Breach of Agreement. (a) The Corporation may terminate this Agreement with respect to all of the Common Units held (or previously held and Exchangedexchanged) by all Members Partners at any time by paying to all of the Members Partners the Early Termination Payment; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all MembersPartners, and provided, further, that the Corporation may withdraw any notice to execute its termination rights under this Section 4.01(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payments by the CorporationCorporation under this Section 4.01(a), neither the Members Applicable Partners nor the Corporation shall have any further payment obligations under this AgreementAgreement in respect of such Partners, other than for any (a) Tax Benefit Payment agreed to by the Corporation and the Member an Applicable Partner as due and payable but unpaid as of the Early Termination Notice and (b) 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 (b) is included in the Early Termination Payment). For the avoidance of doubt, if an Exchange occurs after the Corporation makes the Early Termination Payments with respect to all MembersPartners, 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 Members Partners under Section 4.03(a).

Early Termination and Breach of Agreement. (a) The Corporation may terminate this Agreement with respect to all of the Units held (or previously held and Exchanged) by all Members at any time by paying to the Members the Early Termination Payment; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all Members, and provided, further, that the Corporation may withdraw any notice to execute its termination rights under this Section 4.01(a4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payments by the Corporation, neither the Members nor the Corporation shall have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payment agreed to by the Corporation and the Member as due and payable but unpaid as of the Early Termination Notice and (b) 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 (b) is included in the Early Termination Payment). 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(a4.3(a).

Early Termination and Breach of Agreement. (a) The Corporation may terminate this Agreement with respect to all of the Units held (or previously held and Exchangedexchanged) by all Members Partners at any time by paying to all of the Members Partners the Early Termination Payment; Payment; provided, however, that this Agreement shall terminate only terminate upon the receipt of the Early Termination Payment by all MembersPartners, and provided, further, that the Corporation may withdraw any notice to execute its termination rights under this Section 4.01(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payments by the CorporationCorporation under this Section 4.01(a), neither the Members Applicable Partners nor the Corporation shall have any further payment obligations under this AgreementAgreement in respect of such Partners, other than for any (a) Tax Benefit Payment agreed to by the Corporation and the Member an Applicable Partner as due and payable but unpaid as of the Early Termination Notice and (b) 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 (b) is included in the Early Termination Payment). For the avoidance of doubt, if an Exchange occurs after the Corporation makes the Early Termination Payments with respect to all MembersPartners, 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 Members Partners under Section 4.03(a).

Early Termination and Breach of Agreement. (a) The Corporation Corporate Taxpayer may terminate this Agreement with respect to all of amounts payable to the Units held (or previously held and Exchanged) by all Members Change Shareholders at any time by paying to the Members Change Shareholders the Early Termination Payment; provided, however, that this Agreement shall terminate pursuant to this Section 4.1(a) with respect to a Change Shareholder only terminate upon the receipt by such Change Shareholder of the its Early Termination Payment Payment, and the Corporate Taxpayer shall deliver an Early Termination Notice only if the Corporate Taxpayer is able to make all required Early Termination Payments under this Agreement at the time required by all Members, Section 4.3; and provided, further, that the Corporation Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.01(a4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payments Payment by the CorporationCorporate Taxpayer, neither the Members nor the Corporation Corporate Taxpayer shall not have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payment agreed to by the Corporation Corporate Taxpayer and the Member Change Shareholder Representatives as due and payable but unpaid as of the Early Termination Notice and (b) 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 this clause (b) is included in the Early Termination Payment). 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).

Early Termination and Breach of Agreement. (a) The Corporation may terminate this Agreement with respect to all of the Units held (or previously held and Exchanged) by all Members at any time by paying to the Members the Early Termination Payment; provided, however, that this Agreement shall terminate only terminate upon the receipt of the Early Termination Payment by all Members, and provided, further, that the Corporation may withdraw any notice to execute its termination rights under this Section 4.01(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payments by the Corporation, neither the Members nor the Corporation shall have any further payment obligations under this Agreement, other than for any (ax) Tax Benefit Payment agreed to by the Corporation acting in good faith and the Applicable Member as to be due and payable but unpaid as of the Early Termination Notice and (by) 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 (by) is included in the Early Termination Payment). 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).

Early Termination and Breach of Agreement. (a) The Corporation With the written approval of a majority of the Independent Directors, the Corporate Taxpayer may terminate this Agreement with respect to all amounts payable to the applicable Limited Partner and with respect to all of the Partnership Units held (or previously held and Exchangedexchanged) by all Members Limited Partners at any time by paying to all of the Members applicable Limited Partners the Early Termination Payment; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all Members, Limited Partners; and provided, further, that the Corporation Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.01(a4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payments Payment by the CorporationCorporate Taxpayer, neither the Members applicable Limited Partners nor the Corporation Corporate Taxpayer shall have any further payment obligations under this AgreementAgreement in respect of such Limited Partner, other than for any (a) Tax Benefit Payment agreed to by the Corporation Corporate Taxpayer and the Member applicable Limited Partner as due and payable but unpaid as of the Early Termination Notice and (b) 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 (b) is included in the Early Termination Payment). For the avoidance of doubt, if If an Exchange occurs after the Corporation makes the Early Termination Payments with respect to all MembersCorporate Taxpayer exercises its termination rights under this Section 4.1(a), the Corporation Corporate Taxpayer 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).

Early Termination and Breach of Agreement. (a) The Corporation may terminate this Agreement with respect to all of the Units held (or previously held and Exchanged) by all Members Partners at any time by paying to all of the Members Partners the Early Termination Payment; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all MembersPartners, and provided, further, that the Corporation may withdraw any notice to execute its termination rights under this Section 4.01(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payments Payment by the Corporation, neither the Members nor the Corporation shall not have any further payment obligations under this AgreementAgreement in respect of such Partners, other than for any (a) Tax Benefit Payment agreed to by the Corporation and the Member any Partner as due and payable but unpaid as of the Early Termination Notice and (b) 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 (b) is included in the Early Termination Payment). For the avoidance of doubt, if an Exchange occurs after the Corporation makes provides the Early Termination Payments with respect Notice, then unless the Corporation withdraws such Early Termination Notice prior to all Membersfull payment of the Early Termination Payment, 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 Partners under Section 4.03(a).

Early Termination and Breach of Agreement. (ac) The Corporation With the written approval of a majority of the Independent Directors, APAM may terminate this Agreement with respect to some or all amounts payable to some or all of the Units held LP Unit Holders (or previously held and Exchangedincluding, for the avoidance of doubt, any transferee pursuant to Section 7.6(a)(ii)) by all Members at any time by paying to the Members such Person or Persons the Early Termination Payment; provided, however, that this Agreement shall only terminate with respect to any such Person upon the receipt of the Early Termination Payment by all Memberssuch Person, and provided, further, that the Corporation APAM may withdraw any notice to execute its termination rights under this Section 4.01(a4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payments Payment by the CorporationAPAM, neither the Members LP Unit Holder nor the Corporation APAM shall have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payment agreed to by the Corporation APAM and the Member LP Unit Holder as due and payable but unpaid as of the Early Termination Notice and (b) 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 (b) is included in the calculation of the Early Termination Payment). For the avoidance of doubt, if If an Exchange occurs after the Corporation makes the Early Termination Payments with respect to all MembersLP Units with respect to which APAM has exercised its termination rights under this Section 4.1(a), the Corporation APAM 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).

Early Termination and Breach of Agreement. (a) The Corporation may terminate this Agreement with respect to all of the Units held (or previously held and Exchanged) by all Members Partners at any time by paying to the Members Partners the Early Termination Payment; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all MembersPartners, and provided, further, that the Corporation may withdraw any notice to execute its termination rights under this Section 4.01(a) prior to the time at which of any Early Termination Payment has been paidPayment. Upon payment of the Early Termination Payments by the Corporation, neither the Members Partners nor the Corporation shall have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payment agreed to by the Corporation and the Member Partner as due and payable but unpaid as of the Early Termination Notice and (b) 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 (b) is included in the Early Termination Payment). For the avoidance of doubt, if an Exchange occurs after the Corporation makes the Early Termination Payments with respect to all MembersPartners, 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 Partners under Section 4.03(a).

Early Termination and Breach of Agreement. (a) The A Corporation may terminate this Agreement with respect to all of the Partnership Units held (or previously held and Exchangedexchanged) by all Members the TRA Holders, or indirectly held by holders of AOH Units, at any time by paying to the Members TRA Holders the Early Termination Payment; provided, however, provided that (a) this Agreement shall only terminate upon the receipt of the Early Termination Payment by all Membersthe TRA Holders, and provided, further, (b) that the a Corporation may withdraw any notice to execute its termination rights under this Section 4.01(a) 4.01 prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payments by the a Corporation, neither the Members nor the such Corporation shall not have any further payment obligations under this AgreementAgreement in respect of the TRA Holders, other than for any (a) Tax Benefit Payment agreed to by the such Corporation and the Member Principals as due and payable but unpaid as of the Early Termination Notice and (b) 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 (b) is included in the Early Termination Payment). For the avoidance of doubt, if If an Exchange occurs after the such Corporation makes the Early Termination Payments with respect to all Membersexercises its termination rights under this Section 4.01, the such 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).

Early Termination and Breach of Agreement. (a) The Corporation may terminate this Agreement with respect to all of the Class A Units held (or previously held and Exchangeddistributed or exchanged) by the Partnership and all Members Partners at any time by paying to the Members Partners the Early Termination Payment; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all MembersPartners, and provided, further, that the Corporation may withdraw any notice to execute its termination rights under this Section 4.01(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payments Payment by the Corporation, neither the Members OP nor the Corporation shall have any further payment obligations under this AgreementAgreement in respect of the Partners, other than for any (a) Tax Benefit Payment agreed to by the Corporation and the Member a Partner as due and payable but unpaid as of the Early Termination Notice and (b) 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 (b) is included in the Early Termination Payment). For the avoidance of doubt, if an Exchange occurs after the Corporation makes the Early Termination Payments Payment with respect to all MembersPartners, 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 Partners under Section 4.03(a).

Early Termination and Breach of Agreement. (a) The Corporation may terminate this Agreement with respect to all of the Units held (or previously held and Exchanged) by all Members at any time by paying to the Members the Early Termination Payment; provided, however, that this Agreement shall terminate only terminate upon the receipt of the Early Termination Payment by all Members, and provided, further, that the Corporation may withdraw any notice to execute its termination rights under this Section 4.01(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payments by the Corporation, neither the Members nor the Corporation shall have any further payment obligations under this Agreement, other than for any (ai) Tax Benefit Payment agreed to by the Corporation acting in good faith and the Applicable Member as to be due and payable but unpaid as of the Early Termination Notice and (bii) 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 (bii) is included in the Early Termination Payment). 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).

Early Termination and Breach of Agreement. (a) The With the written approval of a majority of the Independent Directors, the Corporation may terminate this Agreement with respect to all of the Common Units held (or previously held and Exchangedexchanged) by all Members at any time by paying to all of the Members the Early Termination Payment; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all Members, and provided, further, that the Corporation may withdraw any notice to execute its termination rights under this Section 4.01(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payments Payment by the Corporation, neither the Applicable Members nor the Corporation shall have any further payment obligations under this AgreementAgreement in respect of such Members, other than for any (a) Tax Benefit Payment agreed to by the Corporation and the an Applicable Member as due and payable but unpaid as of the Early Termination Notice and (b) 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 (b) is included in the Early Termination Payment). For the avoidance of doubt, if an Exchange occurs after the Corporation makes the Early Termination Payments Payment 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).

Early Termination and Breach of Agreement. (a) The Corporation With the written approval of a majority of the Independent Directors, the Corporate Taxpayer may terminate this Agreement with respect to all amounts payable to the ITR Entity and with respect to all of the Units held (or previously held and Exchanged) by all HF Non-Corporate Members at any time by paying to the Members ITR Entity the Early Termination Payment; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all Membersthe ITR Entity, and provided, further, that the Corporation Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.01(a4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payments Payment by the CorporationCorporate Taxpayer, neither the Members ITR Entity nor the Corporation Corporate Taxpayer shall have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payment agreed to by the Corporation Corporate Taxpayer and the Member ITR Entity as due and payable but unpaid as of the Early Termination Notice and (b) 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 (b) is included in the Early Termination Payment). For the avoidance of doubt, if If an Exchange occurs after the Corporation makes the Early Termination Payments with respect to all MembersCorporate Taxpayer exercises its termination rights under this Section 4.1(a), the Corporation Corporate Taxpayer 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).

Early Termination and Breach of Agreement. (a) The Corporation Parent may terminate this Agreement with respect to all of the Class B Exchangeable Units held (or previously held and Exchangedexchanged) by all Members at any time by paying to all of the applicable Members the Early Termination Payment; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all Members, and provided, further, that the Corporation Parent may withdraw any notice to execute its termination rights under this Section 4.01(a4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payments by the CorporationParent, neither the applicable Members nor the Corporation Parent shall have any further payment obligations under this AgreementAgreement in respect of such Members, other than for any (a) Tax Benefit Payment agreed to by the Corporation Parent and the applicable Member as due and payable but unpaid as of the Early Termination Notice and (b) 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 (b) is included in the Early Termination Payment). For the avoidance of doubt, if If an Exchange occurs after the Corporation makes the Early Termination Payments with respect to all MembersParent exercises its termination rights under this Section 4.1(a), the Corporation Parent 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).

Early Termination and Breach of Agreement. (a) The A Corporation may terminate this Agreement with respect to all of the OCGH Units held (or previously held and Exchangedexchanged) by all Members Limited Partners at any time by paying to all of the Members Limited Partners the Early Termination Payment; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all MembersLimited Partners, and provided, further, that the a Corporation may withdraw any notice to execute its termination rights under this Section 4.01(a) 4.01 prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payments by the a Corporation, neither the Members nor the such Corporation shall not have any further payment obligations under this AgreementAgreement in respect of such Limited Partners, other than for any (a) Tax Benefit Payment agreed to by the such Corporation and the Member Principals as due and payable but unpaid as of the Early Termination Notice and (b) 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 (b) is included in the Early Termination Payment). For the avoidance of doubt, if If an Exchange occurs after the such Corporation makes the Early Termination Payments with respect to all Membersexercises its termination rights under this Section 4.01, the such 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).

Early Termination and Breach of Agreement. (a) The Corporation may terminate this Agreement with respect to all of the Units held (or previously held and Exchanged) by all Members Principals at any time by paying to the Members Principals the Early Termination Payment; provided, however, that this Agreement shall terminate only terminate upon the receipt of the Early Termination Payment by all MembersPrincipals, and provided, further, that the Corporation may withdraw any notice to execute its termination rights under this Section 4.01(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payments by the Corporation, neither the Members Principals nor the Corporation shall have any further payment obligations under this Agreement, other than for any (ai) Tax Benefit Payment agreed to by the Corporation and the Member as Applicable Principal (each acting in good faith) to be due and payable but unpaid as of the Early Termination Notice and (bii) 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 (bii) is included in the Early Termination Payment). For the avoidance of doubt, if an Exchange occurs after the Corporation makes the Early Termination Payments with respect to all MembersPrincipals, 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 Principals under Section 4.03(a).

Early Termination and Breach of Agreement. (a) The Corporation may terminate this Agreement with respect to all of the Units held (or previously held and Exchangedexchanged) by all Members Partners at any time by paying to all of the Members Partners the Early Termination Payment; provided, however, that this Agreement shall terminate only terminate upon the receipt of the Early Termination Payment by all MembersPartners, and provided, further, that the Corporation may withdraw any notice to execute its termination rights under this Section 4.01(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payments by the CorporationCorporation under this Section 4.01(a), neither the Members Applicable Partners nor the Corporation shall have any further payment obligations under this AgreementAgreement in respect of such Partners, other than for any (a) Tax Benefit Payment agreed to by the Corporation and the Member an Applicable Partner as due and payable but unpaid as of the Early Termination Notice and (b) 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 (b) is included in the Early Termination Payment). For the avoidance of doubt, if an Exchange occurs after the Corporation makes the Early Termination Payments with respect to all MembersPartners, 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 Members Partners under Section 4.03(a).

Early Termination and Breach of Agreement. (a) The Corporation Corporate Taxpayer may terminate this Agreement with respect to all amounts payable to the ITR Entity and with respect to all of the Units held (or previously held and Exchanged) by all HF Non-Corporate Members at any time by paying to the Members ITR Entity the Early Termination Payment; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all Members, and provided, further, that the Corporation Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.01(a4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payments Payment by the CorporationCorporate Taxpayer, neither the Members ITR Entity nor the Corporation Corporate Taxpayer shall have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payment agreed to by the Corporation Corporate Taxpayer and the Member ITR Entity as due and payable but unpaid as of the Early Termination Notice and (b) 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 this clause (b) is included in the Early Termination Payment). For the avoidance of doubt, if If an Exchange occurs after the Corporation makes the Early Termination Payments with respect to all MembersCorporate Taxpayer exercises its termination rights under this Section 4.1(a), the Corporation Corporate Taxpayer shall have no obligations under this Agreement with respect to such Exchange, . Change Healthcare Inc. has requested confidential treatment of this registration statement and its only obligations under this Agreement in such case shall be its obligations associated correspondence pursuant to all Members under Section 4.03(a)Rule 83 of the Securities and Exchange Commission.

Early Termination and Breach of Agreement. (a) The Corporation Corporate Taxpayer may terminate this Agreement with respect to all amounts payable to the Equity Plan Members and with respect to all of the Units held (or previously held and Exchanged) by all Equity Plan Members at any time by paying to all of the Equity Plan Members the Early Termination Payment; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all Members, and provided, further, that the Corporation Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.01(a4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payments by the CorporationCorporate Taxpayer, neither the Members Equity Plan Member nor the Corporation Corporate Taxpayer shall have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payment agreed to by the Corporation Corporate Taxpayer and the Equity Plan Member as due and payable but unpaid as of the Early Termination Notice and (b) 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 this clause (b) is included in the Early Termination Payment). For the avoidance of doubt, if If an Exchange occurs after the Corporation makes the Early Termination Payments with respect to all MembersCorporate Taxpayer exercises its termination rights under this Section 4.1(a), the Corporation Corporate Taxpayer 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).

Early Termination and Breach of Agreement. (a) The Corporation may terminate this Agreement with respect to all of the Units held (or previously held and Exchanged) by all Members Principals at any time by paying to the Members Principals the Early Termination Payment; provided, however, that this Agreement shall terminate only terminate upon the receipt of the Early Termination Payment by all MembersPrincipals, and provided, further, that the Corporation may withdraw any notice to execute its termination rights under this Section 4.01(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payments by the Corporation, neither the Members Principals nor the Corporation shall have any further payment obligations under this Agreement, other than for any (ai) Tax Benefit Payment agreed to by the Corporation acting in good faith and the Member as Applicable Principal to be due and payable but unpaid as of the Early Termination Notice and (bii) 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 (bii) is included in the Early Termination Payment). For the avoidance of doubt, if an Exchange occurs after the Corporation makes the Early Termination Payments with respect to all MembersPrincipals, 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 Principals under Section 4.03(a).

Early Termination and Breach of Agreement. (a) The Corporation may terminate this Agreement with respect to all of the Units held (or previously held and Exchanged) by all Members at any time by paying to the Members each Limited Partner the Early Termination PaymentPayment attributable to each such Limited Partner; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all MembersLimited Partners, and provided, further, that the Corporation may withdraw any notice to execute its termination rights under this Section 4.01(a4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payments by the Corporation, neither the Members Limited Partners nor the Corporation shall have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payment agreed to by the Corporation and the Member an Exchanging Partner as due and payable but unpaid as of the Early Termination Notice and (b) Tax Benefit Payment in respect of an Exchanging Partner 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 (b) is included in the Early Termination Payment). For the avoidance of doubt, if an Exchange occurs after the Corporation makes the Early Termination Payments with respect to all MembersLimited Partners, 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 Limited Partners under Section 4.03(a4.3(a).

Early Termination and Breach of Agreement. (a) The Corporation (upon a majority vote of its Disinterested Directors) may terminate this Agreement with respect to all of the Units held (or previously held and Exchanged) by all Members at any time by paying to the Members each Eligible Member the Early Termination PaymentPayment Attributable to each such Eligible Member; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all Eligible Members, ; and provided, further, that the Corporation may withdraw any notice to execute its termination rights under this Section 4.01(a4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payments by the Corporation, neither the Eligible Members nor the Corporation shall have any further payment obligations under this Agreement, other than for any (ai) Tax Benefit Payment agreed to by the Corporation and the an Eligible Member as due and payable but unpaid as of Early Termination Date (which Tax Benefit Payment shall not be included in the Early Termination Notice Payment described in this Section 4.1(a)) and (bii) Tax Benefit Payment in respect of an Eligible Member due for the Taxable Year ending with or including the date of the Early Termination Notice Date (except to the extent that the amount described in this clause (bii) is included in the Early Termination PaymentPayment described in this Section 4.1(a) or (at the option of the Corporation) in clause (i)); provided, that upon payment of all amounts, to the extent applicable and without duplication, described in this sentence, this Agreement shall terminate. For the avoidance of doubt, if an Exchange a Basis Transaction occurs after the Corporation makes the Early Termination Payments with respect to all Eligible Members, the Corporation shall have no obligations under this Agreement with respect to such ExchangeBasis Transaction, and its only obligations under this Agreement in such case shall be its obligations to all Eligible Members under Section 4.03(a4.3(a).

Early Termination and Breach of Agreement. (a) The Corporation Corporate Taxpayer may terminate this Agreement with respect to all amounts payable to the ITR Entity and with respect to all of the Units held (or previously held and Exchanged) by all HF Non-Corporate Members at any time by paying to the Members ITR Entity the Early Termination Payment; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all Members, and provided, further, that the Corporation Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.01(a4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payments Payment by the CorporationCorporate Taxpayer, neither the Members ITR Entity nor the Corporation Corporate Taxpayer shall have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payment agreed to by the Corporation Corporate Taxpayer and the Member ITR Entity as due and payable but unpaid as of the Early Termination Notice and (b) 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 this clause (b) is included in the Early Termination Payment). For the avoidance of doubt, if If an Exchange occurs after the Corporation makes the Early Termination Payments with respect to all MembersCorporate Taxpayer exercises its termination rights under this Section 4.1(a), the Corporation Corporate Taxpayer shall have no obligations under this Agreement with respect to such Exchange, . Xxx Xxxxxxxxxx has requested confidential treatment of this draft registration statement and its only obligations under this Agreement in such case shall be its obligations associated correspondence pursuant to all Members under Section 4.03(a)Rule 83 of the Securities and Exchange Commission.