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SEC Filings

AZURE MIDSTREAM PARTNERS, LP filed this Form 8-K on 03/21/2017
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material breach or material default, or permit the termination or modification of, or acceleration of rent under, any such Contract under which any Seller holds title to any Real Property Interest.


4.12                        Capital Commitments.  Except as set forth on Schedule 4.12, there are no Contracts or commitments by Sellers to incur capital expenditures on or after the Closing Date in excess of $250,000 in connection with the ownership or operation of the Assets.


4.13                        Imbalances.  Except as disclosed on Schedule 4.13, there do not exist, as of the Execution Date, any imbalances (gathering, processing, transportation or otherwise) that are associated with the Assets that would require a material payment to any Person and for which Buyer or its Affiliate Designees could (following consummation of the transactions contemplated hereby) be responsible.


4.14                        Insurance.  A true, correct and complete list of the insurance policies related to the Business (including policy periods and the amounts of coverage, limits and deductibles) is attached hereto as Schedule 4.14 (collectively, the “Insurance Policies”).  All of the Insurance Policies are in full force and effect.  No event has occurred, including the failure by Sellers to give any notice or information or the delivery of any inaccurate or erroneous notice or information, which materially limits or impairs the rights of Sellers under any of the Insurance Policies.  Except as set forth in Schedule 4.14, no material claim is outstanding under any of the Insurance Policies, and no carrier of any Insurance Policy has asserted in writing any denial of coverage of any material claim.  All premiums due with respect to the Insurance Policies have been paid or otherwise accrued.


4.15                        Matters Related to Assets.


(a)                                 Except as set forth on Schedule 4.15, all of the pipelines, facilities, equipment and other tangible assets that constitute Assets and are owned, leased or used by Sellers in connection with the ownership and operation of the Assets are (i) in good condition and repair, except for ordinary wear and tear and ordinary and routine repairs and maintenance requirements, for Assets of comparable age and usage, (ii) not in need of any repairs, which, if not made, would materially and adversely affect the integrity or safety of such Assets and (iii) are suitable for use by Sellers to conduct the operations and business currently conducted by Sellers with respect to such Assets.


(b)                                 Except as set forth on Schedule 4.15, the Assets (including the Pipeline System, Plants or SWD Wells) constitute all assets, properties, rights, privileges and interests of whatever kind or nature, real or personal or mixed, tangible or intangible, used or necessary to (i) conduct the operations and business currently conducted by Sellers with respect to the Assets in a manner consistent with past practices and customs of Sellers, other than the operations and business conducted with respect to the Excluded Assets, and (ii) perform the obligations that are required to be performed under the Assigned Contracts on the date immediately following the Closing Date.


4.16                        Throughput Data.  Attached hereto as Schedule 4.16 is historical throughput data and information for the calendar year 2015 and the first six (6) months of calendar year 2016 relating to the Pipeline System, Plants or SWD Wells.  Such throughput data and information is



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