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

Early Termination and Breach of Agreement. (a) 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 at any time by paying to the ITR Entity the Early Termination Payment; provided, however, that this Agreement shall terminate only upon the receipt of the Early Termination Payment by the ITR Entity; provided, further, that the Corporate Taxpayer 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 payment of the Early Termination Payment by the Corporate Taxpayer, neither the ITR Entity nor the Corporate Taxpayer shall have any further payment obligations under this Agreement, other than for any (i) Tax Benefit Payment agreed to by the Corporate Taxpayer and the ITR Entity as due and payable but unpaid as of the Early Termination Notice and (ii) 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 (ii) is included in the Early Termination Payment).

Early Termination and Breach of Agreement. (a) With the written approval of a majority of the Independent Directors, the The Corporate Taxpayer may terminate this Agreement with respect to all amounts payable to of the ITR Entity Partnership Units held (or previously held and exchanged) by all Limited Partners at any time by paying to all of the ITR Entity applicable Limited Partners the Early Termination Payment; provided, however, that this Agreement shall only terminate only upon the receipt of the Early Termination Payment by the ITR Entity; all Limited Partners, and provided, further, that the Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a4.01(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment Payments by the Corporate Taxpayer, neither the ITR Entity applicable Limited Partners nor the Corporate Taxpayer shall have any further payment obligations under this AgreementAgreement in respect of such Limited Partners, other than for any (ia) Tax Benefit Payment agreed to by the Corporate Taxpayer and the ITR Entity applicable Limited Partner as due and payable but unpaid as of the Early Termination Notice and (iib) 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 (iib) is included in the Early Termination Payment). If an Exchange occurs after the Corporate Taxpayer exercises its termination rights under this Section 4.01(a), the Corporate Taxpayer shall have no obligations under this Agreement with respect to such Exchange.

Early Termination and Breach of Agreement. (a) 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 at any time by paying to the ITR Entity the Early Termination Payment; provided, however, that this Agreement shall only terminate only upon the receipt of the Early Termination Payment by the ITR Entity; , and provided, further, that the Corporate Taxpayer 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 payment of the Early Termination Payment by the Corporate Taxpayer, neither the ITR Entity nor the Corporate Taxpayer shall have any further payment obligations under this Agreement, other than for any (ia) Tax Benefit Payment agreed to by the Corporate Taxpayer and the ITR Entity as due and payable but unpaid as of the Early Termination Notice and (iib) 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 (iib) is included in the Early Termination Payment).

Early Termination and Breach of Agreement. (a) With the written approval of a majority of the Independent Directors, the Corporate Taxpayer PubCo may terminate this Agreement with respect to all amounts payable to of the ITR Entity Units held (or previously held and Exchanged) by all TRA Parties at any time by paying to all of the ITR Entity applicable TRA Parties the Early Termination Payment; provided, however, that that, in such case, this Agreement shall terminate only upon the receipt of the Early Termination Payment by the ITR Entity; all TRA Parties, and provided, further, that the Corporate Taxpayer PubCo may withdraw any notice to execute its termination rights under this Section 4.1(a4.01(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment Payments by the Corporate TaxpayerPubCo, neither the ITR Entity applicable TRA Parties nor the Corporate Taxpayer PubCo shall have any further payment obligations under this AgreementAgreement in respect of such TRA Parties, other than for any (i) Tax Benefit Payment agreed to by the Corporate Taxpayer PubCo and the ITR Entity applicable TRA Party as due and payable but unpaid as of the date of the Early Termination Notice and Notice, (ii) 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 (ii) is included in the Early Termination Payment)) or (iii) amount owed in connection with any breach of this Agreement by PubCo.

Early Termination and Breach of Agreement. (a) With the written approval Each of a majority of the Independent Directors, the Corporate Taxpayer Taxpayers may terminate this Agreement with respect to all amounts payable to of the ITR Entity Partnership Units held (or previously held and exchanged) by all Limited Partners at any time by paying to all of the ITR Entity applicable Limited Partners the Early Termination Payment; provided, however, that this Agreement shall only terminate only upon the receipt of the Early Termination Payment by the ITR Entity; all Limited Partners, and provided, further, that each of the Corporate Taxpayer Taxpayers may withdraw any notice to execute its termination rights under this Section 4.1(a4.01(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment Payments by the a Corporate Taxpayer, neither the ITR Entity applicable Limited Partners nor the Corporate Taxpayer shall have any further payment obligations under this AgreementAgreement in respect of such Limited Partners, other than for any (ia) Tax Benefit Payment agreed to by the such Corporate Taxpayer and the ITR Entity applicable Limited Partner as due and payable but unpaid as of the Early Termination Notice and (iib) 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 (iib) is included in the Early Termination Payment). If an Exchange occurs after such Corporate Taxpayer exercises its termination rights under this Section 4.01(a), such Corporate Taxpayer shall have no obligations under this Agreement with respect to such Exchange.

Early Termination and Breach of Agreement. (a) With the written approval of a majority of the Independent Directors, the Corporate Taxpayer Corporation may terminate this Agreement with respect to all amounts payable to the ITR Entity Members at any time by paying to the ITR Entity the each Member such Member’s Early Termination Payment; provided, however, that this Agreement shall only terminate only as to a Member upon the receipt of the Early Termination Payment by the ITR Entitysuch Member; and provided, further, that the Corporate Taxpayer Corporation 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 paidpaid to any Member. Upon payment of all of the Early Termination Payment Payments by the Corporate TaxpayerCorporation, neither the ITR Entity Members nor the Corporate Taxpayer Corporation shall have any further payment obligations under this Agreement, other than for any (ia) Tax Benefit Payment agreed to by the Corporate Taxpayer Corporation and the ITR Entity Committee as due and payable but unpaid as of the Early Termination Notice and (iib) 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 (iib) is included in the Early Termination Payment).