Common use of After the Effective Date Clause in Contracts

After the Effective Date. The El Paso Settling Parties, at the sole and absolute discretion of the Designated Representative, may if El Paso Corporation is then Investment Grade prepay the Deferred Payments in full at any time after the Effective Date, but before the second anniversary of the Effective Date, by paying the Discounted Amount then due. The El Paso Settling Parties may, if El Paso Corporation is not then Investment Grade, prepay the Deferred Payments at any time after the Effective Date, but before the second anniversary of the Effective Date, by prepaying the full Discounted Amount then due, or any lesser desired amount. Prepayments made after the Effective Date shall be without premium; provided, however, that if one or more Monetizations have been completed prior to the date of prepayment, then the Deferred Payment payoff with respect to such Monetizations shall equal one hundred two percent (102%) of the Monetization Amount reduced by all principal payments made in respect thereof as of the prepayment date. If El Paso Corporation becomes Investment Grade within forty-five (45) days after prepaying the Deferred Payments after the Effective Date, then the El Paso Settling Parties shall, within ten (10) Business Days after the Investment Grade upgrade, make an additional payment to the Settlement Fund in immediately available funds in an amount equal to the difference at the time of prepayment between (i) the Investment Grade Discounted Amount and the Non-Investment Grade Discounted Amount, if paid in full, and (ii) the prorated Investment Grade Discounted Amount and the prorated Non-Investment Grade Discounted Amount, if paid in part, in each case less any prepayment premium paid by El Paso in connection with payoff of a Monetization. If El Paso Corporation becomes Investment Grade following a merger or acquisition announcement with respect to El Paso Corporation within one hundred twenty (120) days after prepaying the Deferred Payments after the Effective Date, and the merger or acquisition transaction has directly resulted in the upgrade to Investment Grade, then the El Paso Settling Parties shall, within ten (10) Business Days after closing of the announced merger or acquisition, make an additional payment to the Settlement Fund in immediately available funds in an amount equal to the difference at the time of prepayment between (y) the Investment Grade Discounted Amount and the Non-Investment Grade Discounted Amount, if paid in full, and (z) the prorated Investment Grade Discounted Amount and the prorated Non-Investment Grade Discounted Amount, if paid in part, in each case less any prepayment premium paid by El Paso in connection with payoff of a Monetization. The terms of Paragraph 4.1(d)(iii) below shall govern the manner of payment, as well as the location of making any payment due hereunder after the Effective Date.

After the Effective Date. The El Paso Settling Parties, at the sole and absolute discretion of the Designated Representative, may if El Paso Corporation is then Investment Grade prepay the Deferred Payments in full at any time after the Effective Date, but before the second anniversary of the Effective Date, by paying the Discounted Amount then due. The El Paso Settling Parties may, if El Paso Corporation is not then Investment Grade, prepay the Deferred Payments at any time after the Effective Date, but before the second anniversary of the Effective Date, by prepaying the full Discounted Amount then due, or any lesser desired amount. Prepayments made after the Effective Date shall be without premium; provided, however, that if one or more Monetizations have been completed prior to the date of prepayment, then the Deferred Payment payoff with respect to such Monetizations shall equal one hundred two percent (102%) of the Monetization Amount reduced by all principal payments made in respect thereof as of the prepayment date. If El Paso Corporation becomes Investment Grade within forty-forty- five (45) days after prepaying the Deferred Payments after the Effective Date, then the El Paso Settling Parties shall, within ten (10) Business Days after the Investment Grade upgrade, make an additional payment to the Settlement Fund in immediately available funds in an amount equal to the difference at the time of prepayment between (i) the Investment Grade Discounted Amount and the Non-Investment Grade Discounted Amount, if paid in full, and (ii) the prorated Investment Grade Discounted Amount and the prorated Non-Non- Investment Grade Discounted Amount, if paid in part, in each case less any prepayment premium paid by El Paso in connection with payoff of a Monetization. If El Paso Corporation becomes Investment Grade following a merger or acquisition announcement with respect to El Paso Corporation within one hundred twenty (120) days after prepaying the Deferred Payments after the Effective Date, and the merger or acquisition transaction has directly resulted in the upgrade to Investment Grade, then the El Paso Settling Parties shall, within ten (10) Business Days after closing of the announced merger or acquisition, make an additional payment to the Settlement Fund in immediately available funds in an amount equal to the difference at the time of prepayment between (y) the Investment Grade Discounted Amount and the Non-Investment Grade Discounted Amount, if paid in full, and (z) the prorated Investment Grade Discounted Amount and the prorated Non-Investment Grade Discounted Amount, if paid in part, in each case less any prepayment premium paid by El Paso in connection with payoff of a Monetization. The terms of Paragraph 4.1(d)(iii) below shall govern the manner of payment, as well as the location of making any payment due hereunder after the Effective Date.

After the Effective Date. The El Paso Settling PartiesBuyer shall cause the Surviving Corporation and its Subsidiaries to replace all Non-transferred Marks of Seller not later than 12 months after the Effective Date for Non-transferred Marks affixed to items used in the Surviving Corporation and its Subsidiaries' conduct of their business, at including, without limitation, buildings, vehicles, tools, tool boxes, kits (safety and others), signs, manual covers and notebooks, provided that the sole and absolute discretion Buyer shall have no such obligations to replace any Non-transferred Marks on (i) any items that remain in the files of the Designated RepresentativeSurviving Corporation or its Subsidiaries, may if El Paso (ii) any items that are used or circulated internally by the Buyer, the Surviving Corporation is then Investment Grade prepay and its Subsidiaries and are not circulated to third parties, (iii) any contracts and agreements of the Deferred Payments Company or the Company Subsidiaries in full force and effect on and after the Effective Date that were entered into by the Company or the Company Subsidiaries on or prior to the Effective Date or (iv) any brochures, handouts or marketing materials printed, created or developed by the Company or the Company Subsidiaries on or prior to the Effective Date that are distributed or disseminated by the Company or the Company Subsidiaries on or prior to the Effective Date or by the Surviving Corporation or its Subsidiaries at any time prior to the first anniversary of the Effective Date. Buyer recognizes the value of the goodwill associated with the Non-transferred Marks, and acknowledges that the Non-transferred Marks and all rights therein and the goodwill pertaining thereto belong exclusively to Seller. (b) Buyer and Seller understand and agree that the trade names, trade dress, trademarks, service marks, logos, and related intangible property (collectively the "Transferred Marks") used in connection with the Company's and Company Subsidiaries' business as listed on Schedule 13.15(II) are being transferred to the Surviving Corporation pursuant to this Agreement. (c) Within two business days after the Effective Date, but before Buyer shall take all action necessary to change the second anniversary corporate name of the Effective Date, by paying Surviving Corporation and its Subsidiaries so as to reflect that the Discounted Amount then due. The El Paso Settling Parties may, if El Paso Surviving Corporation is not then Investment Grade, prepay the Deferred Payments at any time after the Effective Date, but before the second anniversary and its Subsidiaries are no longer affiliates of the Effective Date, by prepaying the full Discounted Amount then due, or any lesser desired amount. Prepayments made after the Effective Date shall be without premium; provided, however, that if one or more Monetizations have been completed prior to the date of prepayment, then the Deferred Payment payoff with respect to such Monetizations shall equal one hundred two percent (102%) of the Monetization Amount reduced by all principal payments made in respect thereof as of the prepayment date. If El Paso Corporation becomes Investment Grade within forty-five (45) days after prepaying the Deferred Payments after the Effective Date, then the El Paso Settling Parties shall, within ten (10) Business Days after the Investment Grade upgrade, make an additional payment to the Settlement Fund in immediately available funds in an amount equal to the difference at the time of prepayment between (i) the Investment Grade Discounted Amount and the Non-Investment Grade Discounted Amount, if paid in full, and (ii) the prorated Investment Grade Discounted Amount and the prorated Non-Investment Grade Discounted Amount, if paid in part, in each case less any prepayment premium paid by El Paso in connection with payoff of a Monetization. If El Paso Corporation becomes Investment Grade following a merger or acquisition announcement with respect to El Paso Corporation within one hundred twenty (120) days after prepaying the Deferred Payments after the Effective Date, and the merger or acquisition transaction has directly resulted in the upgrade to Investment Grade, then the El Paso Settling Parties shall, within ten (10) Business Days after closing of the announced merger or acquisition, make an additional payment to the Settlement Fund in immediately available funds in an amount equal to the difference at the time of prepayment between (y) the Investment Grade Discounted Amount and the Non-Investment Grade Discounted Amount, if paid in full, and (z) the prorated Investment Grade Discounted Amount and the prorated Non-Investment Grade Discounted Amount, if paid in part, in each case less any prepayment premium paid by El Paso in connection with payoff of a Monetization. The terms of Paragraph 4.1(d)(iii) below shall govern the manner of payment, as well as the location of making any payment due hereunder after the Effective DateSeller.