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SEC Filings

AZURE MIDSTREAM PARTNERS, LP filed this Form 8-K on 03/21/2017
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Assigned Permit or applicable Law with respect to the Assets. None of the Assets is or has been subject to the jurisdiction of, or would be subject to the jurisdiction of the Federal Energy Regulatory Commission, including under the Natural Gas Act (15 U.S.C. Section 717, et seq.), the Natural Gas Policy Act of 1978 (15 U.S.C. Section 3301), the Interstate Commerce Act (42 U.S.C. Section 60502), or the Federal Power Act (16 U.S.C. Section 791a, et seq.).


4.10                        Environmental Matters.  Except as set forth on Schedule 4.10, (a) the Assets and the ownership and operation of the Assets by Sellers are and, during the relevant time periods specified pursuant to any applicable statutes of limitations, have been in compliance, in all material respects, with all Environmental Laws and Environmental Permits; (b) Sellers possess all material Environmental Permits for the ownership, use, and operation of the Assets and, to the Knowledge of Sellers, none of such Environmental Permits is currently subject to cancellation or termination, and such Environmental Permits may be assigned, transferred or reissued in connection with the sale of the Assets; (c) none of Sellers nor any of the Assets are subject to any pending Proceeding related to the Assets alleging any material noncompliance with, or potential material Liability under, any Environmental Law and, to the Knowledge of Sellers, no such Proceeding is threatened; (d) Sellers have not entered into, and is not subject to, any consent order, consent decree, contractual obligation, compliance order or administrative order with any Governmental Authority pursuant to any Environmental Law that materially restricts the future use of any of the Assets or that requires any Remediation of the Assets; (e) no material quantities of Hazardous Substances have been released by Sellers at, on, under or from any of the Assets in material violation of any Environmental Law and Sellers are not subject to any material Remediation obligation imposed under Environmental Laws; and (f) Sellers have no environmental studies, audits, assessments, tests or other evaluations in its possession that are not protected by legal privilege or Third Party confidentiality restrictions with respect to the Assets that have not been made available to Buyer.


4.11                        Title.  Subject to Permitted Liens, and except as set forth on Schedule 4.11:


(a)                                 No part of the Pipeline System, any Plant or any SWD Well is located on lands that are not subject to either an Assigned Permit permitting the Pipeline System, Plant or SWD Well to be located on such lands covered by the Assigned Permit or a Real Property Interest included in the Assets;


(b)                                 Sellers are not in material breach under any Applicable Contract under which any Seller holds title to any Real Property Interest; and


(c)                                  Each of the Contracts under which any Seller holds title to any Real Property Interest constitutes the legal, valid, binding and enforceable obligation of such Seller and is in full force and effect in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to or affecting creditors’ rights generally or general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law); and


(d)                                 No event has occurred or, to the Knowledge of Sellers, no circumstances exist that, with the delivery of notice, the passage of time or both, would constitute such a



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