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SEC Filings

AZURE MIDSTREAM PARTNERS, LP filed this Form 8-K on 03/21/2017
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(h)                                 all of Sellers’ corporate minute books and corporate financial records (other than Tax records primarily related to the Assets) that relate to Sellers’ business generally (including the ownership, operation and use of the Assets);


(i)                                     any claim, right or interest of Sellers in or to any refund, rebate, abatement or other recovery for Property Taxes, together with any interest due thereon or penalty rebate arising therefrom, allocated to Sellers pursuant to Section 11.2(a);


(j)                                    (i) originals of all invoices supporting Sellers’ Tax basis in the Assets, and (ii) all other records or materials of Sellers not involving or relating to the Assets or the business related to the Assets;


(k)                                 all Seller Marks;


(l)                                     all Excluded Contracts, including all rights thereunder;


(m)                             all Excluded Permits, including all rights thereunder;


(n)                                 all Avoidance Actions;


(o)                                 (i) any attorney-client privilege and attorney work-product protection of Sellers or associated with the Business as a result of legal counsel representing Sellers or the Business, including in connection with the transactions contemplated by the Agreement; (ii) all documents subject to the attorney-client privilege and work-product protection described in subsection (i); and (iii) all documents maintained by Sellers relating to the drafting, negotiation, execution, delivery and performance of this Agreement;


(p)                                 all securities (including equity securities) owned or held by any Seller;


(q)                                 all outside of the ordinary course of business deposits made or required to be made by Sellers to suppliers or customers after the Petition Date as a result of the filing of the Bankruptcy Cases (collectively, the “Bankruptcy Deposits”); and


(r)                                    those other properties and assets described on Exhibit B.


2.3                               Assumption of Liabilities.  Effective upon Closing, Buyer or its Affiliate Designees, as applicable, hereby assumes and agrees to be responsible for the payment, performance or discharge of the following Liabilities of Sellers (collectively, the “Assumed Liabilities”):


(a)                                 the obligations of Sellers which are required to be performed, or which accrue, after the Closing Date under the Assigned Contracts and Assigned Permits (but not any Liabilities of Sellers in respect of (i) a breach of or default (or event that with notice or lapse of time would constitute a breach or default) under such Contracts or Permits arising in or related to the period prior to the Closing, or (ii) any violation of Law by Sellers), to the extent such Assigned Contracts and Assigned Permits, and all rights of Sellers thereunder, are assigned to Buyer on the Closing Date pursuant to Section 2.5;



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