in the event that the Company Assets (net of the Company Liabilities) and the Bandolier Interests are sold prior to the valuation described above, then the determination of the existence of a Shortfall and Petro’s obligation to fund a Shortfall, if any, shall be determined and based on the net sale proceeds received by the Company for the Company Assets (net of the Company Liabilities) and the Bandolier Interests (and the provisions of the Pledge shall apply in all respects to any such Shortfall).

within five (5) Business Days following the finalization of the Growth Project EBITDA (the “Finalization Date”) in accordance with this Section 7.09, Crestwood shall pay to CEGPS an amount equal to either # the Growth Project EBITDA Shortfall Amount or # one third (1/3) of the Growth Project EBITDA Shortfall Amount;

effect to the payment of the IDR Fee, after subtracting # any Aggregate Shortfall and

If the Final Consideration exceeds the Estimated Closing Consideration (such excess, the “Excess Amount”), Sinclair will promptly (but in any event within three Business Days following the final determination of the Final Consideration) pay Emmis the Excess Amount by wire transfer of immediately available funds. If the Final Consideration is less than the Estimated Closing Consideration (such shortfall amount, the “Shortfall Amount”), Emmis will promptly (but in any event within three Business Days following the final determination of the Final Consideration) pay Sinclair the Shortfall Amount by wire transfer of immediately available funds.

If the Final Transfer Price falls short of the Estimated Transfer Price, an amount equal to the shortfall (the "Shortfall Amount") shall be paid by Sellers to Purchaser by means of wire transfer to such bank account as Purchaser shall specify in writing at least three (3) Business Days prior to such transfer.

“Unfunded Exposure Amount Shortfall” has the meaning assigned to that term in [Section 2.02(f)].

interest at the Interest Rate on that shortfall calculated on a daily basis by reference to the Rent Payment Dates on which parts of the shortfall would have been payable if the revised Rent had been agreed or determined on or before that Review Date and the date payment is received by the Landlord.

In the event that INIS fails to deliver to Nordion the Cobalt-60 Pellets in accordance with the supply commitment set out in Modified [Appendix B] for any given Contract Year (“Shortfall Quantity”), then Nordion, at its sole discretion may, within sixty (60) days following the end of such Contract Year, a) request (and shall be entitled to) a refund of the applicable commitment fee paid pursuant to [section 4.3] corresponding to such Shortfall Quantity and a refund of the progress payments paid pursuant to [section 4.4], corresponding to such Shortfall Quantity for that Contract Year, and a corresponding reduction in the quantity of Cobalt-60 Pellets to be purchased by Nordion in such Contract Year or b) permit all or part of such Shortfall Quantity to be delivered in the Contract Year immediately following the Contract Year in which the Shortfall Quantity occurred. For the purpose of clarity, should Nordion choose to take delivery of a Shortfall Quantity in the immediately following Contract Year, INIS, in addition to the quantity of Cobalt-60 Pellets that are required to be delivered in such Contract Year pursuant to Modified [Appendix B], shall also deliver the Shortfall Quantity in such Contract Year. If Nordion elects to receive a refund, INIS shall pay such refund to Nordion within sixty (60) days of receipt by INIS of Nordion’s election to receive such refund, provided further, that Nordion may, in its unfettered discretion, elect to apply such refund and offset against future progress payments pursuant to [section 4.4].

“Growth Project EBITDA Shortfall Amount” has the meaning given such term in Section 7.09(e)(i).

“Shortfall” means the amount in any Quarter by which the Available Cash from Operating Surplus distributed by NEE Operating LP to its Unitholders is less than the Shortfall Threshold, plus an amount equal to any Purchase Price Adjustment required to be paid by NEE Operating LP with respect to such Quarter that has not been so paid;