If any property or asset of any Contributed Entity is damaged or destroyed (the Initial Closing Casualty Items) by casualty loss after the Execution Date and prior to the Initial Closing (an Initial Closing Casualty Loss), Crestwood shall prepare and deliver to CEGPS no later than 15 days following such event, a good faith and reasonable estimate of the sum of, without double-counting, # the cost of restoring (including by replacement) the Initial Closing Casualty Items to a condition substantially similar to its or their condition immediately prior to such Initial Closing Casualty Loss plus # the amount of any lost profits reasonably expected after the Initial Closing as a result of such Initial Closing Casualty Loss, in each case of the [foregoing clauses (i) and (ii)])], net of and after giving effect to (without double-counting): # the amount of any insurance proceeds reasonably expected to actually be received by the Contributed Entities as a result of the Initial Closing Casualty Loss (calculated net of reasonable third party out-of-pocket costs and expenses of such recoveries, including any costs or expenses attributable to increases in insurance premiums) and # any amounts actually expended by Crestwood or any of its Affiliates (including the Contributed Entities) to repair, replace or restore any assets or property subject to such Initial Closing Casualty Loss, provided that such repair, replacement and restoration efforts are reasonably satisfactory to CEGPS (such calculation, an Initial Closing Restoration Cost Calculation). If CEGPS reasonably objects to the Initial Closing Restoration Cost Calculation prepared by Crestwood and delivers a Notice of such objection to Crestwood within 10 days of receipt of the Initial Closing Restoration Cost Calculation prepared by Crestwood, then Crestwood shall cause an independent firm selected by Crestwood and reasonably acceptable to CEGPS to prepare, within a 20-day period, an alternative Initial Closing Restoration Cost Calculation which shall be final, conclusive and binding on the Parties (the Initial Closing Restoration Cost). If CEGPS fails to object to the Initial Closing Restoration Cost Calculation prepared by Crestwood within 10 days of having received such calculation, then the Initial Closing Restoration Cost Calculation prepared by Crestwood shall be deemed to be the Initial Closing Restoration Cost. If the Initial Closing or the Initial End Date is expected to occur prior to the finalization of the Initial Closing Restoration Cost, then the Initial Closing Date shall be extended, if necessary, to no earlier than the 15th Business Day after such Initial Closing Restoration Cost is finalized and the Initial End Date shall be extended to no earlier than the 17th Business Day after such Initial Closing Restoration Cost is finalized.
If any property or asset of Crestwood Pipeline East is damaged or destroyed (the Second Closing Casualty Items) by casualty loss after the Initial Closing and prior to the Second Closing (a Second Closing Casualty Loss), Crestwood shall prepare and deliver to CEGPS no later than 15 days following such event, a good faith and reasonable estimate of the sum of, without double-counting, # the cost of restoring (including by replacement) the Second Closing Casualty Items to a condition substantially similar to its or their condition immediately prior to such Second Closing Casualty Loss plus # the amount of any lost profits reasonably expected after the Second Closing as a result of such Second Closing Casualty Loss, in each case of the [foregoing clauses (i) and (ii)])], net of and after giving effect to (without double-counting): # the amount of any insurance proceeds reasonably expected to actually be received by Crestwood Pipeline East as a result of the Second Closing Casualty Loss (calculated net of reasonable third party out-of-pocket costs and expenses of such recoveries, including any costs or expenses attributable to increases in insurance premiums) and # any amounts actually expended by Crestwood or its Affiliates (including Crestwood Pipeline East) to repair, replace or restore any assets or property subject to such Second Closing Casualty Loss, provided that such repair, replacement and restoration efforts are reasonably satisfactory to CEGPS (such calculation, a Second Closing Restoration Cost Calculation). If CEGPS reasonably objects to the Second Closing Restoration Cost Calculation prepared by Crestwood and delivers a Notice of such objection to Crestwood within 10 days of receipt of the Second Closing Restoration Cost Calculation prepared by Crestwood, then Crestwood shall cause an independent firm selected by Crestwood and reasonably acceptable to CEGPS to prepare, within a 20-day period, an alternative Second Closing Restoration Cost Calculation which shall be final, conclusive and binding on the Parties (the Second Closing Restoration Cost). If CEGPS fails to object to the Second Closing Restoration Cost Calculation prepared by Crestwood within ten 10 days of having received such calculation, then the Second Closing Restoration Cost Calculation prepared by Crestwood shall be deemed to be the Second Closing Restoration Cost. If the Second Closing or the Second End Date is expected to occur prior to the finalization of the Second Closing Restoration Cost, then the Second Closing Date shall be extended, if necessary, to no earlier than the 15th Business Day after such Second Closing Restoration Cost is finalized and the Second End Date shall be extended to no earlier than the 17th Business Day after such Second Closing Restoration Cost is finalized.
If the Initial Closing Restoration Cost is greater than an amount equal to 1% of the Total CEGPS Contribution but does not exceed an amount equal to 12.5% of the Total CEGPS Contribution, Crestwood shall elect to either # repair, restore or replace such Initial Closing Casualty Items to their prior condition or # reduce the amount of # the Initial CEGPS Contribution by 50% of that portion of the Initial Closing Restoration Cost that is not attributable to any Second Closing Casualty Item (such portion, the Net Initial Closing Contributed Entities Restoration Cost) and # the Second CEGPS Contribution by 50% of that portion of the Initial Closing Restoration Cost that is attributable to any Second Closing Casualty Item (such portion, the Crestwood Pipeline East Restoration Cost) by delivering written Notice to CEGPS within 10 Business Days after the finalization of the Initial Closing Restoration Cost. If Crestwood elects to repair, restore or replace such Initial Closing Casualty Items, Crestwood shall use commercially reasonably efforts to repair, restore or replace the Initial Closing Casualty Items to their prior condition (which such repairs, restorations and replacements shall be reasonably satisfactory to CEGPS) and the Initial Closing shall be delayed until such Initial Closing Casualty Items are restored. If Crestwood elects to reduce the amount of the Initial CEGPS Contribution and the Second CEGPS Contribution, such Initial Closing Casualty Loss shall not otherwise affect the Initial Closing or the Second Closing. If the Initial Closing Restoration Cost is in excess of an amount equal to 12.5% of the Total CEGPS Contribution, either Party may elect, by Notice to the other Party within 10 Business Days after the finalization of the Initial Closing Restoration Cost, to terminate this Agreement. If neither Party terminates this Agreement pursuant to the preceding sentence, Crestwood shall elect to either # repair, restore or replace such Initial Closing Casualty Items to their prior condition or # reduce the amount of # the Initial CEGPS Contribution by 50% of the Net Initial Closing Contributed Entities Restoration Cost and # the Second CEGPS Contribution by 50% of the Crestwood Pipeline East Restoration Cost. If Crestwood elects to repair, restore or replace such Initial Closing Casualty Items, Crestwood shall use commercially reasonably efforts to repair, restore or replace the Initial Closing Casualty Items to their prior condition (which such repairs, restorations and replacements shall be reasonably satisfactory to CEGPS) and the Initial Closing shall be delayed until such Initial Closing Casualty Items are restored. If Crestwood elects to reduce the amount of the Initial CEGPS Contribution and the Second CEGPS Contribution, such Initial Closing Casualty Loss shall not otherwise affect the Initial Closing or the Second Closing. If the Initial Closing Restoration Cost is less than an amount equal to 1% of the Total CEGPS Contribution, neither CEGPS nor Crestwood shall have the right or option to terminate this Agreement and there shall be no reduction in the amount of the Initial CEGPS Contribution or the Second CEGPS Contribution as a result of the Initial Closing Casualty Loss.
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