Common use of Failure to Become Effective Clause in Contracts

Failure to Become Effective. If a Shelf Registration Statement required by Section 2.1(a) does not become or is not declared effective within 120 days after the Filing Date (the “Target Effective Date”), then the Holders shall be entitled to a payment (with respect to each of the Holder’s Registrable Securities which are included in such Shelf Registration Statement), as liquidated damages and not as a penalty, (i) for each non-overlapping 30-day period for the first 60 days following the Target Effective Date, an amount equal to (A) 0.25% times (B) the product of (x) the Purchased Share Price times (y) the number of Registrable Securities, then held by such Holder and included on such Shelf Registration Statement (such product of (x) and (y) being the “Liquidated Damages Multiplier”), and (ii) for each non-overlapping 30-day period beginning on the 61st day following the Target Effective Date, with such payment amount increasing by an additional amount equal to 0.25% times the Liquidated Damages Multiplier per non-overlapping 30-day period for each subsequent 60 days (i.e., 0.5% for 61-120 days, 0.75% for 121-180 days, and 1.0% thereafter) up to a maximum amount equal to 1.0% times the Liquidated Damages Multiplier per non-overlapping 30-day period (the “Liquidated Damages”), until such time as the Shelf Registration Statement is declared effective or there are no longer any Registrable Securities outstanding. The Liquidated Damages shall accrue on a daily basis and be paid to the Sellers in cash within ten Business Days of the end of such 30-day period. Any Liquidated Damages shall be paid to the Sellers in immediately available funds. For the avoidance of doubt, nothing in this Section 2.1(c) shall relieve the Company from its obligations under Section 2.1(a).

Failure to Become Effective. If a Shelf the Resale Registration Statement required by Section 2.1(a2.01(a) does not become or is not declared effective within 120 days after on or before the Filing Date 60th day following the date it is initially filed pursuant to Section 2.01(a) (the “Target Effective Date”), then the Holders Crestwood shall be entitled to a payment pay each Holder (with respect to the Redemption Units of each of the such Holder’s Registrable Securities which are included in such Shelf Registration Statement), as liquidated damages and not as a penalty, (i) for each non-overlapping 30-day period for the first 60 days following the Target Effective Date, an amount equal to (A) 0.25% times (B) the product of (x) the Purchased Share CEQP Unit Price used to calculate the number of Redemption Units issued following the occurrence of the applicable Trigger Event (the “Redemption Price”) times (y) the number of Registrable Securities, Redemption Units then held by such Holder and included on such Shelf Registration Statement that may not otherwise be disposed of pursuant to Rule 144 without any restriction, including, if the Holder is an Affiliate of Crestwood, restrictions that apply to sales by Affiliates (such product of (x) and (y) being the “Liquidated Damages Multiplier”), and (ii) for each non-overlapping 30-day period beginning on the 61st day following the Target Effective Date, with such payment amount increasing by an additional amount equal to 0.25% times the Liquidated Damages Multiplier per non-overlapping 30-day period for each subsequent 60 days (i.e., 0.5% for 61-120 days, 0.75% for 121-180 days, and 1.0% thereafter) up to a maximum amount equal to 1.0% times the Liquidated Damages Multiplier per non-overlapping 30-day period (the “Liquidated Damages”), until such time as ; provided that the Shelf Registration Statement is declared effective or there are no longer any Registrable Securities outstandingaggregate amount of Liquidated Damages payable by Crestwood per Redemption Unit may not exceed 5.0% of the Redemption Price. The Liquidated Damages shall accrue on a daily basis and be paid payable pursuant to the Sellers in cash immediately preceding sentence shall be payable within ten Business Days of after the end of each such non-overlapping 30-day period. Any Liquidated Damages (including any Liquidated Damages payable pursuant to Section 2.01(e)) shall be paid to each Holder in cash; provided, however, that if (1) Crestwood certifies that it is unable to pay Liquidated Damages in cash because such payment will violate a covenant in an existing credit agreement or other indebtedness or (2) the Sellers Resale Registration Statement has not become effective by the Target Effective Date solely as a result of or in immediately available fundsconnection with a position, determination or action of the Commission with respect to the Resale Registration Statement, and the cure for such failure is beyond the control of Crestwood, then Crestwood may, in its sole discretion, pay the Liquidated Damages in kind in the form of the issuance of additional CEQP Units. For Upon any issuance of CEQP Units as Liquidated Damages, Crestwood shall (I) prepare and file an amendment to the avoidance Resale Registration Statement prior to its effectiveness adding such CEQP Units to such Resale Registration Statement as additional Registrable Securities and (II) prepare and file a supplemental listing application with the NYSE (or such other market on which the Registrable Securities are then listed and traded) to list such additional CEQP Units. The determination of doubtthe number of CEQP Units to be paid as Liquidated Damages shall be based upon the CEQP Unit Price, nothing in determined as of the date on which the Liquidated Damages payment is due. The payment of Liquidated Damages under this Section 2.1(c2.01(b) and Section 2.01(e) to a Holder shall relieve cease at such time as the Company from its obligations under Section 2.1(aResale Registration Statement becomes or is declared effective by the Commission or at such time as the securities included on the Resale Registration Statement are no longer Registrable Securities or may be disposed of pursuant to Rule 144 without any restriction (including, if the Holder is an Affiliate of Crestwood, restrictions that apply to sales by Affiliates), and shall be prorated for any period of less than 30 days in which the Liquidated Damages cease.

Failure to Become Effective. If a the Shelf Registration Statement required by Section 2.1(a) 2.01 does not become or is not declared effective within 120 days after on or before the Filing Date (the “Target Effective Date”), then the Holders each Purchaser shall be entitled to a payment (with respect to the Restricted Units of each of the Holder’s Registrable Securities which are included in such Shelf Registration StatementPurchaser), as liquidated damages and not as a penalty, of 0.25% of (i) for each non-overlapping the Unit Purchase Price multiplied by (ii) the number of Restricted Units held by such Purchaser (such product being the “Liquidated Damages Amount”), per the 30-day period for the first 60 30 days following the Target Effective 180th day after the Closing Date, an amount equal to (A) 0.25% times (B) the product of (x) the Purchased Share Price times (y) the number of Registrable Securities, then held by such Holder and included on such Shelf Registration Statement (such product of (x) and (y) being the “Liquidated Damages Multiplier”), and (ii) for each non-overlapping 30-day period beginning on the 61st day following the Target Effective Date, with such payment amount increasing by an additional amount equal to 0.25% times of the Liquidated Damages Multiplier Amount per each non-overlapping 30-day period for each subsequent 60 thirty (30) day period subsequent to the 30 days (i.e.following the Target Effective Date, 0.5% for 61-120 days, 0.75% for 121-180 days, and 1.0% thereafter) up to a maximum amount equal to 1.0of 1.00% times of the Liquidated Damages Multiplier Amount per each non-overlapping 30-day period (the “Liquidated Damages”) (i.e., 0.25% for 1-30 days; 0.5% for 31-60 days; 0.75% for 61-90 days; and 1.0% thereafter); provided, until that the aggregate amount of Liquidated Damages payable by the Partnership under this Agreement to each Purchaser shall not exceed 10.0% of the Unit Purchase Price multiplied by the number of Restricted Units held by such time as the Shelf Registration Statement is declared effective or there are no longer any Registrable Securities outstandingPurchaser. The Liquidated Damages shall accrue on a daily basis and be paid payable pursuant to the Sellers in cash immediately preceding sentence shall be payable within ten (10) Business Days of after the end of each such non-overlapping 30-day period. Any Liquidated Damages shall be paid to the Sellers each Purchaser in cash or immediately available funds. For the avoidance of doubt, nothing in this Section 2.1(c) shall relieve the Company from its obligations under Section 2.1(a).