Calculations. Notwithstanding the above, the parties hereto acknowledge and agree that all calculations of the financial covenants in [Section 8.10] (including for purposes of determining the Applicable Rate) shall be made on a Pro Forma Basis.

Calculations. All calculations under this [Section 5] shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this [Section 5], the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding any treasury shares of the ​) issued and outstanding.

Calculations. Concurrently with the delivery of the Compliance Certificate referred to in [Section 6.02(b)] required to be delivered with the financial statements referred to in [Section 6.01(a)], a certificate (which may be included in such Compliance Certificate) including # the amount of all Restricted Payments, Investments (including Permitted Acquisitions) and Dispositions.

Extraordinary Receipt. Upon any Extraordinary Receipt (which, when taken with all other Extraordinary Receipts received after the Commitment Termination Date, exceeds ​ in the aggregate) received by or paid to or for the account of the Borrower or any other Obligor, and not otherwise included in [[clauses (i), (ii) or (iii) of this Section 2.10(d)])])]], the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom no later than the fifth Business Day following the receipt of such Net Cash Proceeds (such prepayments to be applied as set forth in [Section 2.09(b)]).

EXTRAORDINARY TRANSACTION. The Corporation agrees that, in the event of any merger, consolidation or reorganization in which the Corporation is not the surviving entity, any sale of all or substantially all of the assets of the Corporation or any liquidation of the Corporation (each such event is hereinafter referred to as an “extraordinary transaction”), the Corporation shall:

Extraordinary Expenditures. In the event of an emergency arising out of a fire or other event, circumstance or condition that gives rise to a life threatening situation, or a safety, environmental or regulatory noncompliance concern, or that would cause Newco to be in commercial default of a material contract, Crestwood Midstream shall be authorized to take such actions as are necessary and reasonable in the judgment of Crestwood Midstream to mitigate the life threatening situation or safety, environmental, regulatory or default concern. Crestwood Midstream agrees that it shall make diligent efforts (if circumstances permit) to inform Newco of the cause of such emergency and the actions Crestwood Midstream proposes to take in response thereto, as soon as practicable and within 24 hours of such emergency (or immediately, if such emergency involves the presence at the premises of any Company of government or law enforcement representatives). Such notification shall not, however, be a condition limiting Crestwood Midstream’s authority to take any such actions and make any related expenditures. Crestwood Midstream’s costs to mitigate the life threatening safety, commercial default, environmental or regulatory concern (“Extraordinary Expenditures”) shall be reimbursed by Newco except to the extent such emergency was caused by the gross negligence, fraud, willful misconduct of this Agreement by Crestwood Midstream.

to all amounts payable to the TRA Parties at any time by paying to each TRA Party the Early Termination Payment in respect of the TRA Party; provided, however, that # this Agreement shall only terminate pursuant to this [Section 4.1(a)] upon the receipt in full of the Early Termination Payment by the TRA Parties, # the Corporation shall deliver an Early Termination Notice only if it is able to make all required Early Termination Payments under this Agreement, and # the Corporation may withdraw any notice to execute its termination rights under this [Section 4.1(a)] prior to the time at which any Early Termination Payment has been paid.

Section # Payment upon Early Termination.

With respect to a former Employee who incurred an Early Termination and dies after Separation of Service, but before benefit commencement, the Ten-Year Certain and Life Annuity or the Optional Form of payment will be payable to the spouse or designated beneficiary.

Extraordinary Events: