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

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer may terminate this Agreement with respect to all amounts payable to the Limited Partners and with respect to all of the Partnership Units held (or previously held and exchanged) by all Limited Partners at any time by paying to each Limited Partner the Early Termination Payment in respect of such Limited Partner; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all Limited Partners, and provided, further, that the Corporate Taxpayer 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 Payment by the Corporate Taxpayer, neither the applicable Limited Partners nor the Corporate Taxpayer shall have any further payment obligations under this Agreement in respect of such Limited Partners, other than for any (a) Tax Benefit Payment agreed to by the Corporate Taxpayer and the 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). 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. (aa)(i) The Corporate Taxpayer Except as provided in paragraph (ii) below, the Corporation may terminate this Agreement with respect to all amounts payable to the Limited Partners and with respect to all of the Partnership Units held (Interests previously exchanged by the Limited Partner or previously held and exchanged) by all Limited Partners at any time transferee by paying to each the Limited Partner the Early Termination Payment in respect of such Limited Partner; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all Limited Partners, and provided, further, that the Corporate Taxpayer 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 paidPayment. Upon payment of the Early Termination Payment Payments by the Corporate TaxpayerCorporation, neither the applicable Limited Partners Partner nor the Corporate Taxpayer Corporation shall have any further payment obligations under this Agreement in respect of such the Limited PartnersPartner, other than for any (a) Tax Benefit Payment agreed to by the Corporate Taxpayer Corporation and the applicable Limited Partner as due and payable but unpaid as of the Early Termination Notice and Notice, (b) Tax Benefit Payment due for the a Taxable Year ending prior to, 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). If , (c) Early Termination Payment due with respect to any prior Early Termination Notice pursuant to this Section 4.01(a)(i) and (d) Tax Benefit Payment attributable to an Exchange and resulting Basis Adjustment that occurs after the Corporate Taxpayer Corporation exercises its termination rights under this Section 4.01(a4.01(a)(i), the Corporate Taxpayer shall have no obligations under this Agreement with respect to such Exchange.

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer Corporation may terminate this Agreement with respect to all amounts payable to the Limited Partners and with respect to all of the Partnership Units held (or previously held and exchanged) by all Limited Partners at any time by paying to each Limited Partner all of the applicable Partners the Early Termination Payment in respect of such Limited PartnerPayment; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all Limited Partners, and provided, further, that the Corporate Taxpayer 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 Payment Payments by the Corporate TaxpayerCorporation, neither the applicable Limited Partners nor the Corporate Taxpayer Corporation shall have any further payment obligations under this Agreement in respect of such Limited Partners, other than for any (a) Tax Benefit Payment agreed to by the Corporate Taxpayer Corporation and the 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). If an Exchange occurs after the Corporate Taxpayer Corporation exercises its termination rights under this Section 4.01(a), the Corporate Taxpayer Corporation shall have no obligations under this Agreement with respect to such Exchange.

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer (i) Except as provided in paragraph (ii) below, the Corporation may terminate this Agreement with respect to all amounts payable to the Limited Partners and with respect to all of the Partnership Units held (Interests previously exchanged by the Limited Partner or previously held and exchanged) by all Limited Partners at any time transferee by paying to each the Limited Partner the Early Termination Payment in respect of such Limited Partner; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all Limited Partners, and provided, further, that the Corporate Taxpayer 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 paidPayment. Upon payment of the Early Termination Payment Payments by the Corporate TaxpayerCorporation, neither the applicable Limited Partners Partner nor the Corporate Taxpayer Corporation shall have any further payment obligations under this Agreement in respect of such the Limited PartnersPartner, other than for any (a) Tax Benefit Payment agreed to by the Corporate Taxpayer Corporation and the applicable Limited Partner as due and payable but unpaid as of the Early Termination Notice and Notice, (b) Tax Benefit Payment due for the a Taxable Year ending prior to, 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). If , (c) Early Termination Payment due with respect to any prior Early Termination Notice pursuant to this Section 4.01(a)(i) and (d) Tax Benefit Payment attributable to an Exchange and resulting Basis Adjustment that occurs after the Corporate Taxpayer Corporation exercises its termination rights under this Section 4.01(a4.01(a)(i), the Corporate Taxpayer shall have no obligations under this Agreement with respect to such Exchange.