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SEC Filings

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

 

hand, and Buyer, on the other hand, then the Parties shall consult with each other, and each Party shall be responsible for its portion of such obligation to the obligee.

 

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF SELLERS

 

Sellers jointly and severally hereby represent and warrant to Buyer as of the date hereof and as of the Closing Date as follows:

 

4.1                               Organization of Sellers.

 

(a)                                 Azure is a limited partnership duly formed and validly existing under the Laws of the State of Delaware.  Azure has all requisite power and authority to own and operate its property and to carry on its business as presently conducted by it.  Except as would not be reasonably expected to result in a Seller Material Adverse Effect, Azure is duly licensed, qualified or otherwise authorized to conduct business and is in good standing under the Laws of the States set forth on Schedule 4.1 for Azure.

 

(b)                                 Azure TGG is a limited liability company duly formed and validly existing under the Laws of the State of Delaware.  Azure TGG has all requisite power and authority to own and operate its property and to carry on its business as presently conducted by it.  Except as would not be reasonably expected to result in a Seller Material Adverse Effect, Azure TGG is duly licensed, qualified or otherwise authorized to conduct business and is in good standing under the Laws of the States set forth on Schedule 4.1 for Azure TGG.

 

(c)                                  Talco Midstream is a limited partnership duly formed and validly existing under the Laws of the State of Texas.  Talco Midstream has all requisite power and authority to own and operate its property and to carry on its business as presently conducted by it.  Except as would not be reasonably expected to result in a Seller Material Adverse Effect, Talco Midstream is duly licensed, qualified or otherwise authorized to conduct business and is in good standing under the Laws of the States set forth on Schedule 4.1 for Talco Midstream.

 

(d)                                 Azure ETG is a limited liability company duly formed and validly existing under the Laws of the State of Delaware.  Azure ETG has all requisite power and authority to own and operate its property and to carry on its business as presently conducted by it.  Except as would not be reasonably expected to result in a Seller Material Adverse Effect, Azure ETG is duly licensed, qualified or otherwise authorized to conduct business and is in good standing under the Laws of the States set forth on Schedule 4.1 for Azure ETG.

 

(e)                                  Marlin Midstream is a limited liability company duly formed and validly existing under the Laws of the State of Texas.  Marlin Midstream has all requisite power and authority to own and operate its property and to carry on its business as presently conducted by it.  Except as would not be reasonably expected to result in a Seller Material Adverse Effect, Marlin Midstream is duly licensed, qualified or otherwise authorized to conduct business and is in good standing under the Laws of the States set forth on Schedule 4.1 for Marlin Midstream.

 

(f)                                   Turkey Creek is a limited liability company duly formed and validly existing under the Laws of the State of Texas.  Turkey Creek has all requisite power and

 

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