Common use of Termination of Second Closing Clause in Contracts

Termination of Second Closing. Anything herein to the contrary notwithstanding, the transactions contemplated hereby to occur at the Second Closing (but not this Agreement) may be terminated at any time after the Initial Closing and prior to the Second Closing as follows: (a) By the mutual written agreement of Crestwood and CEGPS; (b) By any of Crestwood or CEGPS, upon written notice to the other Party, if any Governmental Entity of competent jurisdiction shall have issued a final and nonappealable order permanently enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement to occur at the Second Closing, except that no Party may terminate the transactions contemplated by this Agreement to occur at the Second Closing pursuant to this Section 8.2(b) if its breach of its obligations under this Agreement proximately contributed to the occurrence of such order; (c) By Crestwood, upon written notice to CEGPS, if there shall have been a breach of any of the covenants or agreements or any inaccuracy of any of the representations or warranties set forth in this Agreement relating to the Second Closing on the part of CEGPS from and after the Initial Closing, which breach or inaccuracy, either individually or in the aggregate, would result in the failure of the conditions set forth in Section 6.5(a), unless (i) such failure is reasonably capable of being cured (A) by the Second End Date, if the Second End Date is not extended in accordance with Section 8.2(e), or (B) if the Second End Date is extended in accordance with Section 8.2(e), by the earlier of (x) the Second End Date, as extended, and (y) the date that is 90 days following written Notice by Crestwood of such breach or inaccuracy, (ii) CEGPS is using all reasonable efforts to cure such failure, and (iii) such failure is cured by the Second End Date or by the date that is 90 days following such written Notice, as applicable; provided, that the right to terminate the transactions contemplated by this Agreement to occur at the Second Closing pursuant to this Section 8.3(c) shall not be available to Crestwood for so long as CEGPS would have the right to terminate the transactions contemplated by this Agreement to occur at the Second Closing pursuant to Section 8.3(d) but for the proviso thereto; (d) By CEGPS, upon written notice to Crestwood, if there shall have been a breach of any of the covenants or agreements or any inaccuracy of any of the representations or warranties set forth in this Agreement relating to the Second Closing or Crestwood Pipeline East on the part of Crestwood, which breach or inaccuracy, either individually or in the aggregate, would result in the failure of the conditions set forth in Section 6.6(a), unless (i) such failure is reasonably capable of being cured (A) by the Second End Date, if the Second End Date is not extended in accordance with Section 8.2(e), or (B) if the Second End Date is extended in accordance with Section 8.2(e), by the earlier of (x) the Second End Date, as extended, and (y) the date that is 90 days following written Notice by CEGPS of such breach or inaccuracy, (ii) Crestwood is using all reasonable efforts to cure such failure, and (iii) such failure is cured by the Second End Date or by the date that is 90 days following such written Notice, as applicable; provided, that the right to terminate the transactions contemplated by this Agreement to occur at the Second Closing pursuant to this Section 8.3(d) shall not be available to CEGPS for so long as Crestwood would have the right to terminate the transactions contemplated by this Agreement to occur at the Second Closing pursuant to Section 8.3(c) but for the proviso thereto; (e) By Crestwood or CEGPS, upon written notice to the other, if the transactions contemplated by this Agreement to occur at the Second Closing shall not have been consummated on or prior to the first anniversary of the Execution Date (the “Second End Date”); provided, however, that (i) if at the Second End Date the only condition not satisfied or waived is the condition set forth in Section 6.4(a), the Second End Date shall automatically be extended for 12 months; (ii) Crestwood may not invoke its termination right pursuant to this Section 8.2(e) if such failure of consummation is due to the failure of Crestwood to perform or observe in all material respects the covenants and agreements hereunder to be performed or observed by it, (iii) CEGPS may not invoke its termination right pursuant to this Section 8.2(e) if such failure of consummation is due to the failure of CEGPS to perform or observe in all material respects the covenants and agreements hereunder to be performed or observed by it and (iv) the Second End Date shall automatically be extended pursuant to and in accordance with Section 5.12 in the event of a Second Closing Casualty Loss or pursuant to and in accordance with Section 5.13 in the event of a Second Closing Condemnation Loss; or (f) By either Party upon written notice to the other, in accordance with Section 5.12 in the event of a Second Closing Casualty Loss or Section 5.13 in the event of a Second Closing Condemnation Loss.

Termination of Second Closing. Anything herein Without prejudice to other remedies that may be available to the contrary notwithstandingParties by Law or this Agreement, the transactions contemplated hereby to occur at the Second Closing transactions and the provisions of this Agreement with respect thereto (but not this Agreement) may be terminated and the transactions contemplated by the Second Closing may be abandoned at any time after the Initial Closing and prior to the Second Closing as followsClosing: (a) By the by mutual written agreement consent of Crestwood the Sellers and CEGPSBuyer; (b) By by any of Crestwood or CEGPS, upon Party by giving written notice to the other Parties if the Second Closing shall not have occurred by the date that is two hundred and seventy (270) days following the First Closing Date (the “Second Termination Date”), unless extended by written agreement of the Sellers and Buyer; provided that, if all the conditions to the Second Closing, other than the conditions set forth in Section 7.4(b), have been satisfied, or are capable of being satisfied, at such time, then the Second Termination Date shall be automatically extended by an additional ninety (90) days; provided, further, that the right to terminate the Second Closing under this subsection (b) shall not be available to any Party if such failure of the Second Closing to occur by the Second Termination Date was primarily due to the breach or violation of any representations, warranties, covenants or agreements contained in this Agreement by such Party; (c) by the Sellers by giving written notice to Buyer if there has been a breach of any representation, warranty, covenant or other agreement made by Buyer in this Agreement, or any such representation and warranty shall have become untrue or inaccurate after the date of this Agreement, in each case, relating to the Second Closing and in a manner that would reasonably be expected to cause any condition of the Sellers set forth in Section 7.4 and Section 7.5 not to be satisfied and, except in the case of a breach of Buyer’s obligation to effect the Second Closing and pay the Second Closing Purchase Price, in accordance with the terms of ARTICLE II, such breach has not been cured within the earlier of thirty (30) days after written notification thereof by the Sellers and the Second Termination Date; (d) by Buyer by giving written notice to the Sellers if there has been a breach of any representation, warranty, covenant or other agreement made by the Sellers or the Company in this Agreement, or any such representation and warranty shall have become untrue or inaccurate after the date of this Agreement, in each case, relating to the Second Closing and in a manner that would reasonably be expected to cause any condition of Buyer set forth in Section 7.4 and Section 7.6 not to be satisfied, and such breach has not been cured within the earlier of thirty (30) days after written notification thereof by Buyer and the Second Termination Date; or (e) by any Party by giving written notice to the other Parties if any Governmental Entity of competent jurisdiction Authority shall have issued a final and nonappealable order Governmental Order or taken any other action permanently restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement to occur at the Second Closing, except that no Party may terminate the transactions contemplated by this Agreement and such Governmental Order or other action shall not be subject to occur at the Second Closing pursuant to this Section 8.2(b) if its breach of its obligations under this Agreement proximately contributed to the occurrence of such order; (c) By Crestwood, upon written notice to CEGPS, if there appeal or shall have been a breach of any of the covenants or agreements or any inaccuracy of any of the representations or warranties set forth in this Agreement relating to the Second Closing on the part of CEGPS from become final and after the Initial Closing, which breach or inaccuracy, either individually or in the aggregate, would result in the failure of the conditions set forth in Section 6.5(a), unless (i) such failure is reasonably capable of being cured (A) by the Second End Date, if the Second End Date is not extended in accordance with Section 8.2(e), or (B) if the Second End Date is extended in accordance with Section 8.2(e), by the earlier of (x) the Second End Date, as extended, and (y) the date that is 90 days following written Notice by Crestwood of such breach or inaccuracy, (ii) CEGPS is using all reasonable efforts to cure such failure, and (iii) such failure is cured by the Second End Date or by the date that is 90 days following such written Notice, as applicableunappealable; provided, provided that the right to terminate the transactions contemplated by this Agreement to occur at the Second Closing pursuant to under this Section 8.3(csubsection (e) shall not be available to Crestwood for so long as CEGPS would have the right to terminate the transactions contemplated by this Agreement to occur at the Second Closing pursuant to Section 8.3(d) but for the proviso thereto; (d) By CEGPS, upon written notice to Crestwood, if there shall have been a breach of any of the covenants or agreements or any inaccuracy of any of the representations or warranties set forth in this Agreement relating to the Second Closing or Crestwood Pipeline East on the part of Crestwood, which breach or inaccuracy, either individually or in the aggregate, would result in the failure of the conditions set forth in Section 6.6(a), unless (i) such failure is reasonably capable of being cured (A) by the Second End Date, if the Second End Date is not extended in accordance with Section 8.2(e), or (B) if the Second End Date is extended in accordance with Section 8.2(e), by the earlier of (x) the Second End Date, as extended, and (y) the date that is 90 days following written Notice by CEGPS of such breach or inaccuracy, (ii) Crestwood is using all reasonable efforts to cure such failure, and (iii) such failure is cured by the Second End Date or by the date that is 90 days following such written Notice, as applicable; provided, that the right to terminate the transactions contemplated by this Agreement to occur at the Second Closing pursuant to this Section 8.3(d) shall not be available to CEGPS for so long as Crestwood would have the right to terminate the transactions contemplated by this Agreement to occur at the Second Closing pursuant to Section 8.3(c) but for the proviso thereto; (e) By Crestwood or CEGPS, upon written notice to the other, if the transactions contemplated by this Agreement to occur at the Second Closing shall not have been consummated on or prior to the first anniversary of the Execution Date (the “Second End Date”); provided, however, that (i) if at the Second End Date the only condition not satisfied or waived is the condition set forth in Section 6.4(a), the Second End Date shall automatically be extended for 12 months; (ii) Crestwood may not invoke its termination right pursuant to this Section 8.2(e) Party if such failure of consummation is Governmental Order or other action was primarily due to the failure of Crestwood such Party to perform or observe in all material respects the covenants and agreements hereunder to be performed or observed by it, (iii) CEGPS may not invoke any of its termination right pursuant to this Section 8.2(e) if such failure of consummation is due to the failure of CEGPS to perform or observe in all material respects the covenants and agreements hereunder to be performed or observed by it and (iv) the Second End Date shall automatically be extended pursuant to and in accordance with Section 5.12 in the event of a Second Closing Casualty Loss or pursuant to and in accordance with Section 5.13 in the event of a Second Closing Condemnation Loss; or (f) By either Party upon written notice to the other, in accordance with Section 5.12 in the event of a Second Closing Casualty Loss or Section 5.13 in the event of a Second Closing Condemnation Lossobligations hereunder.

Termination of Second Closing. Anything herein 11.1 The Parties may terminate the obligation to the contrary notwithstanding, the transactions contemplated hereby to occur at consummate the Second Closing as provided below: (but not this Agreementa) The Buyer and the Seller may be terminated terminate the consummation of the Second Closing by mutual written consent at any time after prior to the Initial Second Closing; (b) The Buyer may terminate the consummation of the Second Closing and by giving written notice to the Seller at any time prior to the Second Closing as follows: (ai) By in the mutual written agreement of Crestwood and CEGPS; (b) By event Seller has breached any of Crestwood material representation, warranty, or CEGPS, upon written notice to the other Party, if any Governmental Entity of competent jurisdiction shall have issued a final and nonappealable order permanently enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement to occur at the Second Closing, except that no Party may terminate the transactions contemplated by this Agreement to occur at the Second Closing pursuant to this Section 8.2(b) if its breach of its obligations under this Agreement proximately contributed to the occurrence of such order; (c) By Crestwood, upon written notice to CEGPS, if there shall have been a breach of any of the covenants or agreements or any inaccuracy of any of the representations or warranties set forth covenant contained in this Agreement relating to in any material respect, the Second Closing on Buyer has notified the part Seller of CEGPS from the breach, and the breach has continued without cure for a period of 30 days after the Initial Closing, which notice of breach or inaccuracy, either individually or in the aggregate, would result in the failure of the conditions set forth in Section 6.5(a), unless (i) such failure is reasonably capable of being cured (A) by the Second End Date, if the Second End Date is not extended in accordance with Section 8.2(e), or (B) if the Second End Date is extended in accordance with Section 8.2(e), by the earlier of (x) the Second End Date, as extended, and (y) the date that is 90 days following written Notice by Crestwood of such breach or inaccuracy, (ii) CEGPS is using all reasonable efforts to cure such failure, and (iii) such failure is cured by the Second End Date or by the date that is 90 days following such written Notice, as applicable; provided, that the right to terminate the transactions contemplated by this Agreement to occur at the Second Closing pursuant to this Section 8.3(c) shall not be available to Crestwood for so long as CEGPS would have the right to terminate the transactions contemplated by this Agreement to occur at the Second Closing pursuant to Section 8.3(d) but for the proviso thereto; (d) By CEGPS, upon written notice to Crestwood, if there shall have been a breach of any of the covenants or agreements or any inaccuracy of any of the representations or warranties set forth in this Agreement relating to the Second Closing or Crestwood Pipeline East on the part of Crestwood, which breach or inaccuracy, either individually or in the aggregate, would result in the failure of the conditions set forth in Section 6.6(a), unless (i) such failure is reasonably capable of being cured (A) by the Second End Date, if the Second End Date is not extended in accordance with Section 8.2(e), or (B) if the Second End Date is extended in accordance with Section 8.2(e), by the earlier of (x) the Second End Date, as extended, and (y) the date that is 90 days following written Notice by CEGPS of such breach or inaccuracy, (ii) Crestwood is using all reasonable efforts to cure such failure, and (iii) such failure is cured by the Second End Date or by the date that is 90 days following such written Notice, as applicable; provided, that the right to terminate the transactions contemplated by this Agreement to occur at the Second Closing pursuant to this Section 8.3(d) shall not be available to CEGPS for so long as Crestwood would have the right to terminate the transactions contemplated by this Agreement to occur at the Second Closing pursuant to Section 8.3(c) but for the proviso thereto; (e) By Crestwood or CEGPS, upon written notice to the other, if the transactions contemplated by this Agreement to occur at the Second Closing shall not have been consummated occurred on or prior to the first anniversary before November 1, 2018, by reason of the Execution Date (the “Second End Date”); provided, however, that (i) if at the Second End Date the only condition not satisfied or waived is the condition set forth in Section 6.4(a), the Second End Date shall automatically be extended for 12 months; (ii) Crestwood may not invoke its termination right pursuant to this Section 8.2(e) if such failure of consummation is due to the failure of Crestwood to perform or observe in all material respects the covenants and agreements hereunder to be performed or observed by it, any condition precedent under Article VIII hereof (iii) CEGPS may not invoke its termination right pursuant to this Section 8.2(e) if such failure of consummation is due to unless the failure results primarily from the Buyer breaching any representation, warranty, or covenant contained in this Agreement); and 11.2 The Seller may terminate the consummation of CEGPS to perform or observe in all material respects the covenants and agreements hereunder to be performed or observed by it and (iv) the Second End Date shall automatically be extended pursuant to and in accordance with Section 5.12 in the event of a Second Closing Casualty Loss or pursuant to and in accordance with Section 5.13 in the event of a Second Closing Condemnation Loss; or (f) By either Party upon by giving written notice to the other, in accordance with Section 5.12 Buyer at any time prior to the Second Closing (i) in the event the Buyer has breached any material representation, warranty, or covenant contained in this Agreement in any material respect, the Seller has notified the Buyer of the breach, and the breach has continued without cure for a period of 30 days after the notice of breach or (ii) if the Second Closing Casualty Loss shall not have occurred on or Section 5.13 before November 1, 2018, by reason of the failure of any condition precedent under Article IX hereof (unless the failure results primarily from the Seller breaching any representation, warranty, or covenant contained in the event of a Second Closing Condemnation Lossthis Agreement).