Crestwood Pipeline East definition
Examples of Crestwood Pipeline East in a sentence
Crestwood Pipeline East shall be released and removed as a party and have no liabilities or obligations under the Bank Agreements and the CMLP Indentures.
The “Crestwood Pipeline East Termination Adjustment” shall be an amount equal to the sum of (i) 50% of (A) the Initial Closing Crestwood Pipeline East Working Capital minus (B) $400,000, minus (ii) 50% of the Initial Closing Crestwood Pipeline East Indebtedness, plus (iii) 50% of the amount of any indebtedness for borrowed money, accounts payable and other payables of the Initial Contributed Entities owing to Crestwood Pipeline East as of the Initial Closing.
If neither Party terminates this Agreement pursuant to the preceding sentence, Crestwood shall elect to either (i) repair, restore or replace such Initial Closing Casualty Items to their prior condition or (ii) reduce the amount of (A) the Initial CEGPS Contribution by 50% of the Net Initial Closing Contributed Entities Restoration Cost and (B) the Second CEGPS Contribution by 50% of the Crestwood Pipeline East Restoration Cost.
For the avoidance of doubt, the obligation of CEGPS to hold in confidence the Confidential Information relating to the Initial Contributed Entities and Newco Service Company pursuant to this Section 5.2(b) shall expire upon the Initial Closing, and the obligation of CEGPS to hold in confidence the Confidential Information relating to Crestwood Pipeline East pursuant to this Section 5.2(b) shall expire upon the Second Closing.
If neither Party terminates this Agreement pursuant to the preceding sentence, the (x) the Initial CEGPS Contribution shall be reduced by 50% of the Net Initial Closing Contributed Entities Condemnation Value and (y) the Second CEGPS Contribution shall be reduced by 50% of Crestwood Pipeline East Condemnation Value and such Initial Closing Condemnation Loss shall not otherwise affect the Initial Closing or the Second Closing.
By submitting a response to this RFP, a bidder shall be deemed to have accepted all the terms, conditions, and requirements set forth in this RFP unless otherwise clearly noted and explained in its proposal.
All Encumbrances on or with respect to Crestwood Pipeline East and the Equity Interests in and assets of Crestwood Pipeline East shall have been released (and CEGPS shall have received evidence of such release in form and substance satisfactory to CEGPS), except for such Encumbrances (other than Encumbrances relating to Indebtedness of Crestwood Pipeline East, Crestwood or any of their respective Affiliates) that are Permitted Encumbrances.
Nothing contained in this Agreement will give CEGPS, directly or indirectly, the right to control or direct the business or operations of Crestwood or of (i) any of Newco Service Company, Newco or the Initial Contributed Entities prior to the Initial Closing Date or (ii) Crestwood Pipeline East prior to the Second Closing Date.
During the Initial Review Period, CEGPS and CEGPS’s accountants shall have such access to the books and records of Newco and Crestwood Pipeline East, and to the personnel of and the work papers prepared by Crestwood and Crestwood’s accountants, as CEGPS may reasonably request for the purpose of reviewing the Initial Closing Statement and to prepare an Initial Statement of Objections.
The amount of any Crestwood Pipeline East Termination Adjustment shall bear interest from and including the Initial Closing Date to but excluding the date of payment at a rate per annum equal to the Prime Rate as set forth in the Wall Street Journal as of the Initial Closing Date.