Print Page     Close Window     

SEC Filings

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

 

8594) consistent with the allocation agreed to by Buyer and Sellers, or determined by the Accounting Referee (the “Allocation”). Neither Buyer nor Sellers shall take any Tax position inconsistent with the Allocation and neither Buyer nor Sellers shall agree to any proposed adjustment to the Allocation by any taxing authority without first giving the other party prior written notice.  If, contrary to the intent of the Parties hereto as expressed in this Section 3.6, any taxing authority makes or proposes an allocation inconsistent with the Allocation, Sellers and Buyer shall cooperate with each other in good faith to contest such taxing authority’s allocation (or proposed allocation); provided, however, that, after consultation with the Party (or Parties) adversely affected by such allocation (or proposed allocation), the other Party (or Parties) hereto may file such protective claims or Tax Returns as may be reasonably required to protect its (or their) interests.  Notwithstanding the foregoing, nothing contained herein shall prevent Buyer or Sellers from settling any proposed deficiency or adjustment by any taxing authority based upon or arising out of the Allocation, and neither Buyer nor Sellers shall be required to litigate before any court any proposed deficiency or adjustment by any taxing authority challenging the Allocation.

 

3.7                               Revenues and Expenses.

 

(a)                                 Except to the extent otherwise reflected in an adjustment to the Purchase Price pursuant to Section 3.3:

 

(i)                                     Sellers shall remain entitled to all of the rights of ownership (including the right to all revenues and proceeds) of the Assets prior to the Closing Date and shall remain responsible for all Property Expenses and Property Taxes attributable to the period of time prior to the Closing Date;

 

(ii)                                  subject to the occurrence of the Closing, Buyer and its Affiliate Designees, as applicable, shall be entitled to all of the rights of ownership (including the right to all revenues and proceeds from Third Parties) of the Assets attributable to the period of time from and after the Closing Date, and, shall be responsible (by payment, through the adjustments to the Purchase Price hereunder or otherwise) for all Property Expenses and Property Taxes attributable to the period of time from and after the Closing Date; and

 

(iii)                               all Property Expenses and Property Taxes attributable to the Assets, in each case, that are: (A) incurred or apportioned with respect to operations conducted prior to the Closing Date shall be the responsibility of Sellers and (B) incurred or apportioned with respect to operations conducted on and after the Closing Date, shall be the responsibility of Buyer.

 

(b)                                 Without duplication of any adjustments made to the Purchase Price pursuant to Section 3.3, if (i) any Party receives monies belonging to another Party, then such amount shall, within ten (10) Business Days after the end of the month in which such amount was received, be paid over to the proper Party, (ii) a Party receives an invoice of a Property Expense that is owed by another Party, such Party receiving the invoice shall promptly forward such invoice to the Party responsible for the same, and (iii) an invoice or other evidence of a Property Expense is received by a Party, which is partially an obligation of both Sellers, on one

 

13



© Copyright Azure Midstream Energy LLC. All Rights Reserved.