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SEC Filings

AZURE MIDSTREAM PARTNERS, LP filed this Form 8-K on 03/21/2017
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Buyer or its Affiliate Designees, as applicable, the execution, delivery or performance by such Seller of this Agreement or the Transaction Documents or the consummation by such Seller of the transactions contemplated hereby or thereby, other than any consent the failure of which to obtain would not have a material adverse effect. Except for Permitted Liens or as set forth on Schedule 4.4(b), there are no valid and enforceable preferential purchase rights, rights of first refusal or similar rights to which any Seller is a party or to which the Assets are subject that are applicable to the transactions contemplated hereby.


4.5                               Contracts.


(a)                                 Schedule 4.5(a) sets forth the following Applicable Contracts in effect as of the Execution Date (each, a “Material Contract”):


(i)                                     all Applicable Contracts for Indebtedness;


(ii)                                  all Applicable Contracts constituting any hedge or derivative Contract;


(iii)                               all Applicable Contracts respecting any partnership or joint venture;


(iv)                              each Applicable Contract with any Affiliates of Sellers or any officer, manager or director of Sellers or any Affiliates of Sellers;


(v)                                 all operation, maintenance and management agreements that are material to the operation of the Assets;


(vi)                              each Applicable Contract that constitutes a non-competition agreement, covenant not to compete or any agreement that purports to restrict, limit or prohibit any line of business in which, the manner in which, or the locations in which, Sellers conduct business with respect to the Assets;


(vii)                           each Applicable Contract that constitutes a Hydrocarbon purchase and sale, gathering, transportation, treating, processing or similar Contract;


(viii)                        each Applicable Contract that constitutes a Salt Water gathering, treating, transportation or disposal agreement;


(ix)                              each Applicable Contract for the construction of a gathering or other pipeline system;


(x)                                 any Applicable Contract (A) relating to the acquisition or disposition of, or granting to any Person a right of first refusal, first offer or right to purchase, any of the Assets, or (B) by which any Seller is obligated to sell or lease any of the Real Property Interests to a Third Party;


(xi)                              each Applicable Contract for joint marketing or development;



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