CIG. “Closing Indebtedness” means, as of the Effective Time, the aggregate amount of outstanding Indebtedness of (a) CMC and (b) CIG, in each case, calculated in accordance with the Accounting Principles. “Closing Management Fees” means, as of the Effective Time, the Run-rate Annualized Base Management Fees, the amount of which shall be calculated in US dollars based on the Currency Exchange Rate. For the avoidance of doubt, for the purposes of determining the Closing Management Fees, the Closing Management Fees shall be calculated as of the quarter end following the Effective Time. “Closing Management Fees Adjustment” means (a) if the Closing Management Fees are greater than the Higher Range Management Fees, then an amount equal to (which would be expressed as a positive number) (i) the Base Purchase Price multiplied by (ii) the percentage by which the Closing Management Fees exceeds the Signing Management Fees; provided, that, if such percentage exceeds 10% then it shall be deemed to be 10% for the purposes of this clause (a)(ii), or (b) if the Closing Management Fees are less than the Lower Range Management Fees, then an amount equal to (which would be expressed as a negative number) (i) the Base Purchase Price multiplied by (ii) the percentage by which the Closing Management Fees is less than the Signing Management Fees. In the event that the Closing Management Fees are greater than the Lower Range Management Fees or lower than the Higher Range Management Fees, the Closing Management Fees Adjustment is zero dollars ($0).
CIG. 1. Interconnect Agreement (Ruby 26, for the Emerald Springs Meter Station), Operational Balancing Agreement (No. 54002000), and Data Sharing Agreement (Ruby 28), all effective June 30, 2010, by and between Colorado Interstate Gas Company and Ruby Pipeline, L.L.C. (No.46007)
CIG at its sole cost, shall provide inlet and outlet connections between each of the six CIG Laterals listed in Attachment A, the four compressors to be installed by MESA at its sole cost, and CIG's Hugoton Gathering System downstream of MESA's compressor units. Such compressors will be located at sites mutually agreed to by MESA and CIG.
