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SEC Filings

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

 

(xii)                           each Applicable Contract that constitutes a plant agreement or operational balancing agreement;

 

(xiii)                        each Applicable Contract that constitutes a pipeline interconnect or facility operating agreement with respect to all or any part of the Assets;

 

(xiv)                       each Applicable Contract that constitutes an operating or similar agreement;

 

(xv)                          any Applicable Contract whereby any Seller may be required to indemnify any Person, in any material amount, other than any Executory Contracts and Applicable Contracts entered into in the ordinary course of business of Sellers (including, for the avoidance of doubt, master services agreements);

 

(xvi)                       any Applicable Contract for the use or occupancy of any non-fee, possessory Real Property Interest involving annual payments of more than $10,000;

 

(xvii)                    any Applicable Contract for the lease of personal property, whether operating, capital or otherwise, to or from Sellers, involving annual payments of more than $10,000;

 

(xviii)                 any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, or other similar agreement for the benefit of current or former directors, officers, and employees of Sellers;

 

(xix)                       each Applicable Contract involving remaining payments by Sellers in excess of $25,000 per year or $100,000 in the aggregate other than those that can be terminated without penalty upon not more than 60 days’ notice;

 

(xx)                          any Applicable Contract for the employment of any individual on a full-time, part-time, consulting basis, or providing severance benefits;

 

(xxi)                       each Applicable Contract relating to any Intellectual Property rights owned or licensed by Sellers (except for license agreements of non-customized commercially available off-the-shelf software subject to “shrink-wrap” or “click-wrap” license agreements); and

 

(xxii)                    each Applicable Contract with any Governmental Authority.

 

(b)                                 True, correct and complete copies of all Material Contracts have been delivered by Sellers to Buyer (including all amendments, supplements or modifications thereto) prior to the Execution Date.  Each Material Contract to which any Seller is a party constitutes the legal, valid and binding obligation of such Seller, on the one hand, and, to the Knowledge of Sellers, the counterparties thereto, on the other hand, and is enforceable against such Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether such enforceability is considered in a Proceeding in equity or at Law).  Except as set forth on Schedule 4.5(b), none of

 

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