At least three Business Days before the Second Closing Date, Crestwood shall prepare and deliver to CEGPS a statement (the Second Estimated Closing Statement) setting forth its good faith estimate of Crestwood Pipeline East Leakage (the Estimated Crestwood Pipeline East Leakage) and Second Closing Transaction Expenses (the Second Estimated Closing Transaction Expenses) which statement shall contain # a calculation of Estimated Crestwood Pipeline East Leakage, and an itemized list of Second Estimated Closing Transaction Expenses, and # a certificate of the Chief Financial Officer of Crestwood that Estimated Crestwood Pipeline East Leakage and Second Estimated Closing Transaction Expenses were determined in accordance with the definitions thereof, respectively.
Within 60 days after the Second Closing Date, Crestwood shall prepare and deliver to CEGPS a statement (the Second Closing Statement) setting forth its calculation of Crestwood Pipeline East Leakage, an itemized list of Second Closing Transaction Expenses, and a certificate of the Chief Financial Officer of Crestwood that Crestwood Pipeline East Leakage and Second Closing Transaction Expenses were determined in accordance with the definitions thereof, respectively.
The Second Estimated Closing Adjustment shall be an amount equal to the sum of # the Second Estimated Closing Transaction Expenses plus # 65% of the Estimated Crestwood Pipeline East Leakage. The Second CEGPS Contribution shall be reduced by the amount of the Second Estimated Closing Adjustment; provided, that if such reduction results in a negative number, Crestwood shall pay, or cause to be paid, to CEGPS the absolute value of such negative number.
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