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SEC Filings

AZURE MIDSTREAM PARTNERS, LP filed this Form 8-K on 03/21/2017
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accurate and complete in all material respects with respect to the information for the applicable period, without representation as to any specific monthly volume.  Subsequent to June 30, 2016, there have been no material adverse changes in the volumes of Hydrocarbons (or products or derivatives thereof) or Salt Water gathered and transported by the Pipeline System, processed in the Plants or disposed in the SWD Wells.


4.17                        Employee Matters.


(a)                                 There does not now exist, nor do any circumstances exist that would reasonably be expected to result in, any material Liability under Title IV of ERISA, Section 302 of ERISA or Sections 412 and 4971 of the Code, in each case that could reasonably be expected to be a Liability of Buyer or any of its Affiliates following the Closing.


(b)                                 (i) Except as set forth on Schedule 4.17(b), none of Sellers is a party to any collective bargaining agreement or other labor union Contract; (ii) no Employee is represented by a union or labor organization with respect to his or her work for Sellers or their respective Affiliates and, to the Knowledge of Sellers, no union organizational campaign presently exists or has existed with respect to any Employees and no request or petition for union representation has been filed or made; (iii) no material work stoppage, work slowdown, walk-out, boycott, corporate campaign, sit-in, strike, lock-out, picket, demonstration, protest or other material labor unrest is threatened by or with respect to any Employee; and (iv) there are no pending or, to the Knowledge of Sellers, threatened matters involving Employees, before the National Labor Relations Board.


4.18                        Affiliate Interests.  All Contracts between any Seller, on the one hand, and (a) any Affiliate of any Seller or (b) any officer, director or employee of any Seller (any such officer, director, or employee, an “Insider”), on the other hand, are listed on Schedule 4.18 hereto.


4.19                        Intellectual Property.


(a)                                 Schedule 4.19(a) hereto sets forth all material Intellectual Property owned by or licensed to Sellers that is used in the operation of the Business as currently conducted, including each jurisdiction of registration for each patent and trademark.  Schedule 4.19(a) also identifies the name of the record owner of the applicable Intellectual Property.


(b)                                 Except for licenses set forth on Schedule 4.19(b) and licenses of non-customized commercially available off-the-shelf software subject to “shrink-wrap” or “click-wrap” license agreements, there are no licenses of Intellectual Property by a third party to Sellers or any of their Affiliates (including Insiders) that are material to the operation of the Business as currently conducted by Sellers and their respective Affiliates (including Insiders).


(c)                                  Except as set forth on Schedule 4.19(c), there are no Contracts, licenses, permissions or other agreements pursuant to which Sellers have granted any license or other right to use any such Sellers’ Intellectual Property. No claims have been asserted against Sellers by any Person with respect to the ownership, validity, enforceability or use of any such Intellectual Property, or challenging or questioning the validity or effectiveness of any such Intellectual Property in any jurisdiction. To the Knowledge of Sellers, (i) no Person is infringing upon the Intellectual Property of Sellers and (ii) the operation of the Business and the use of the



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