Calculations. All calculations of the Net Risk Exposure, Market Value of the Guarantee, Guarantee Amount, and Reimbursement Amount shall be made by the Valuation Agent. The calculations shall be made around the Valuation Time. The Valuation Agent shall notify the calculations to the other Party when there is a Reimbursement Amount or a Guarantee Amount.

to all amounts payable to the TRA Parties at any time by paying to each TRA Party the Early Termination Payment in respect of the TRA Party; provided, however, that # this Agreement shall only terminate pursuant to this [Section 4.1(a)] upon the receipt in full of the Early Termination Payment by the TRA Parties, # the Corporation shall deliver an Early Termination Notice only if it is able to make all required Early Termination Payments under this Agreement, and # the 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 paid.

Option Terminates Upon Termination Date. Notwithstanding any provision contained herein to the contrary, this Option shall terminate and become null and void and of no effect after the Termination Date.

“Early Termination Payment” in respect of a TRA Party shall equal # the present value, discounted at the Early Termination Rate, as of the date of the Early Termination Notice, of all Tax Benefit Payments in respect of such TRA Party that would be required to be paid by the Corporation beginning from the date of the Early Termination Notice and assuming that the Valuation Assumptions in respect of such TRA Party are applied and that each such Tax Benefit Payment for each relevant Taxable Year would be paid on the due date (including extensions) under applicable law as of the Early Termination Date for filing of IRS Form 1120 (or any successor form) of the Corporation for each such Taxable Year, plus # any Tax Benefit Payment due and payable with respect to such TRA Party that is unpaid as of the date of the Early Termination Notice.

Either party may terminate this Agreement with or without cause prior to its termination date upon notice to the other party. In the event of an early termination of this Agreement, the Consultant shall be entitled to payment for services performed prior to the effective date of termination.

PAYMENT DATE. Each vested Restricted Cash Award shall be paid at the time prescribed by the Award Letter.

Upon the payment of the Early Termination Payment by the Corporation to a TRA Party, the Corporation shall not have any further payment obligations under this Agreement in respect of such TRA Party.

Termination Date. This Plan will continue in effect until midnight on the day before the tenth anniversary of the effective date specified in Section 17.1; provided, however, that Awards granted on or before that date may extend beyond that date.

Termination Date. Employee’s “Termination Date” shall be:

Termination Date. In the case of the Participant’s death, the Participant’s Termination Date shall be his or her date of death. In all other cases, the Participant’s Termination Date shall be the date of receipt of the Notice of Termination or any later date specified therein within 60 days after receipt of the Notice of Termination.