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SEC Filings

8-K
AZURE MIDSTREAM PARTNERS, LP filed this Form 8-K on 03/21/2017
Entire Document
 

 

(j)                                    all warranty or indemnity claims that may be made against any Person, other than Sellers or any Affiliate of Sellers, under any Assigned Contract, in each case, relating to the Assets, or any products or services provided in connection therewith;

 

(k)                                 all advance payments, prepayments, prepaid expenses, deposits (other than the Bankruptcy Deposits) or the like (other than Taxes), in each case related to the Assets and made by or on behalf of Sellers before the Closing;

 

(l)                                     all Intellectual Property (other than Seller Marks) used by Sellers in the Business and all copies and tangible embodiments of any or all of the foregoing (in whatever form or medium), including the Intellectual Property described on Schedule 4.19(a) under the heading “IP Available to Buyer”; and

 

(m)                             originals (or photocopies where originals are not available) of all Records; and

 

(n)                                 all goodwill and other intangible assets associated with the Business, including all customer relationships and goodwill of the Business, and all information and documents related thereto.

 

2.2                               Excluded Assets.  Sellers specifically exclude the following assets from this transaction (collectively, the “Excluded Assets”), and such Excluded Assets will not be sold, transferred, assigned, conveyed or delivered by Sellers to Buyer (or its Affiliate Designees) hereunder:

 

(a)                                 all cash and cash equivalents and accounts and trade receivables of Sellers;

 

(b)                                 all assets held under or pursuant to any Employee Benefit Plans;

 

(c)                                  the rights of Sellers under this Agreement, any Transaction Document and the Confidentiality Agreement;

 

(d)                                 other than the contracts set forth on Schedule 2.5(a), all contracts between any of Sellers, on one hand, and any of their respective Affiliates that are not Sellers, on the other hand;

 

(e)                                  all confidentiality agreements between any of Sellers, on the one hand, and any Third Party, on the other hand;

 

(f)                                   all rights to proceeds under insurance policies of Sellers, other than pursuant to Section 6.5;

 

(g)                                  all bank accounts, safety deposit boxes, lock boxes and securities accounts of Sellers;

 

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