Common use of Successors; Assignment; Amendments; Waivers Clause in Contracts

Successors; Assignment; Amendments; Waivers. (a) Each TRA Party may assign any of its rights under this Agreement to any Person as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer (the “Joinder Requirement”), agreeing to become a TRA Party for all purposes of this Agreement. For the avoidance of doubt, if a TRA Party transfers Units in accordance with the terms of the LLC Agreement but does not assign to the transferee of such Units its rights under this Agreement with respect to such transferred Units, such TRA Party shall continue to be entitled to receive the Tax Benefit Payments arising in respect of a subsequent Exchange of such Units and such transferee may not enforce the provisions of this Agreement. Notwithstanding any other provision of this Agreement, an assignee of only rights to receive a Tax Benefit Payment in connection with an Exchange has no rights under this Agreement other than to enforce its right to receive a Tax Benefit Payment pursuant to this Agreement. The Corporate Taxpayer may not assign any of its rights or obligations under this Agreement to any Person (other than in connection with a Mandatory Assignment) without the prior written consent of the TRA Party Representative (not to be unreasonably withheld, conditioned or delayed). Any purported assignment in violation of the terms of this Section 7.6 shall be null and void.

Successors; Assignment; Amendments; Waivers. (a) Each No TRA Party may assign all or any portion of its rights or obligations under this TRA Agreement to any Person without the prior written approval of the TRA Disinterested Majority, except that, to the extent that a TRA Party Transfers Units to any of such TRA Party’s Permitted Transferees in accordance with the terms of the LLC Agreement, the Transferring TRA Party shall have the option to assign, without the approval of the Board or TRA Disinterested Majority, to the Transferee of such Units the Transferring TRA Party’s rights and obligations under this TRA Agreement with respect to such Transferred Units. As a condition to any such assignment, each Transferee approved by the TRA Disinterested Majority or Permitted Transferee, as long as such transferee has executed applicable, and delivered, or, in connection with such transfer, executes the Corporate Taxpayer shall execute and delivers, deliver a joinder to this TRA Agreement, in the form and substance reasonably satisfactory to the Corporate Taxpayer (the “Joinder Requirement”)attached hereto as Exhibit A, agreeing to become a TRA Party for all purposes of this TRA Agreement, except as otherwise provided in such joinder. For the avoidance of doubt, if If a TRA Party transfers Transfers Units in accordance with the terms of the LLC Agreement but does not assign to the transferee Transferee of such Units its rights and obligations under this TRA Agreement with respect to such transferred Transferred Units, (i) such TRA Party shall continue remain a TRA Party under this TRA Agreement for all purposes, including with respect to be entitled to receive the receipt of Tax Benefit Payments arising to the extent payable hereunder (including any Tax Benefit Payments in respect of a subsequent Exchange the Exchanges of such Transferred Units by such Transferee), and (ii) the Transferee of such Units and such transferee may shall not enforce the provisions of this Agreement. Notwithstanding any other provision of this Agreement, an assignee of only rights to receive be a Tax Benefit Payment in connection with an Exchange has no rights under this Agreement other than to enforce its right to receive a Tax Benefit Payment pursuant to this AgreementTRA Party. The Corporate Taxpayer may not assign any of its rights or obligations under this TRA Agreement to any Person (other than in connection with a Mandatory Assignment) without the prior written consent of the TRA Party Representative (not to be unreasonably withheld, conditioned or delayed). Any purported assignment in violation of the terms of this Section 7.6 shall be null and void.

Successors; Assignment; Amendments; Waivers. (a) Each TRA Party may assign all or any portion of its rights under this TRA Agreement to any Person as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this TRA Agreement, substantially in form and substance reasonably satisfactory to the Corporate Taxpayer (the “Joinder Requirement”)of Exhibit A hereto, agreeing to become a TRA Party for all purposes of this TRA Agreement, except as otherwise provided in such joinder. For the avoidance of doubt, if If a TRA Party transfers Transfers Units in accordance with the terms of the LLC Agreement but does not assign to the transferee Transferee of such Units its rights and obligations under this TRA Agreement with respect to such transferred Transferred Units, (i) such TRA Party shall continue remain a TRA Party under this TRA Agreement for all purposes, including with respect to be entitled to receive the receipt of Tax Benefit Payments arising to the extent payable hereunder (including any Tax Benefit Payments in respect of a subsequent Exchange the Exchanges of such Transferred Units by such Transferee), and (ii) the Transferee of such Units and such transferee may shall not enforce the provisions of this Agreement. Notwithstanding any other provision of this Agreement, an assignee of only rights to receive be a Tax Benefit Payment in connection with an Exchange has no rights under this Agreement other than to enforce its right to receive a Tax Benefit Payment pursuant to this AgreementTRA Party. The Corporate Taxpayer may not assign any of its rights or obligations under this TRA Agreement to any Person (other than in connection with a Mandatory Assignment) without the prior written consent of the TRA Party Representative (not to be unreasonably withheld, conditioned or delayed). Any purported assignment in violation of the terms of this Section 7.6 shall be null and void.