Regency Payments Sample Clauses

Regency Payments. (a) At the Closing: (i) Regency shall pay to Member, by wire transfer of immediately available funds to the account designated in writing by Member to Regency at least two Business Days prior to Closing, an amount in cash equal to the Closing Payment Amount; (ii) Regency shall pay to the Escrow Agent, by wire transfer of immediately available funds, an amount in cash equal to the Escrow Amount; (iii) Regency shall pay to each holder of any Third-Party Debt, by wire transfer of immediately available funds to the account(s) designated by such Persons in the applicable Debt Payoff Letters, the amounts specified in the Debt Payoff Letters; and (iv) to the extent unpaid, Regency shall pay to the payees of any Expenses by wire transfer of immediately available funds to the account(s) designated by such Persons in the applicable Payoff Letters, the amounts specified in the Payoff Letters less, to the extent applicable, any Medicaid, Social Security, income tax, unemployment tax and other amounts required to be withheld. (b) Subject to Section 9.5 and the terms of this Section 2.7(b), if Regency, the Surviving Company (or any other Affiliate of Regency or any assignee of the Surviving Company’s rights under the Sonat Purchase Agreement) consummates the Sonat Acquisition on or prior to the second anniversary of the Closing Date, then Regency shall pay to Member, within five (5) Business Days following the date of consummation, the amount of Twenty-Five Million dollars ($25,000,000) in cash (the “Sonat Cash Payment”). Notwithstanding the foregoing, if (x) the Surviving Company consummates the Sonat Acquisition on the basis of the receipt by Sonat of an order or orders from FERC that, collectively, do not constitute a Final FERC Approval Order and (y) such order or orders from FERC differ from the Selected Application Parameter and those differences together constitute a material deviation from the Application Parameters as described on Exhibit G that is adverse to the Surviving Company and the other Nexus Companies (taken as a whole), then neither Regency nor the Surviving Company (nor any other Regency Affiliate) shall be required to pay Member the Sonat Cash Payment. From and after the Closing, Regency and the Surviving Company shall use all commercially reasonable efforts (i) to comply with the terms of, and to perform the Surviving Company’s obligations under, the Sonat Purchase Agreement and the Sonat CIOM Agreement and (ii) to satisfy on a timely basis all con...