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SEC Filings

AZURE MIDSTREAM PARTNERS, LP filed this Form 8-K on 03/21/2017
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5.6                               Brokers’ Fees.  Neither Buyer nor any of its Affiliates has any liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to the transactions contemplated hereby for which Sellers will become liable or obligated.


5.7                               Financing.  Buyer has, and, on the Closing Date, shall have all of the funds necessary for the acquisition of the Assets and the assumption of the Assumed Liabilities pursuant to this Agreement, as and when needed, and to perform its obligations under this Agreement.


5.8                               Independent Evaluation.  Buyer (a) is experienced in the evaluation, purchase, ownership and operation of Hydrocarbon gathering, processing and treating assets and is aware of the risks associated with the purchase, ownership and operation of such assets and interests related thereto, (b) is capable of evaluating, and hereby acknowledges that it has so evaluated, the merits and risks of the Assets, ownership and operation thereof and its obligations hereunder, and (c) is able to bear the economic risks associated with the Assets, ownership and operation thereof and its obligations hereunder. In entering into this Agreement and except for the representations and warranties set forth in Article IV of this Agreement, Buyer acknowledges and affirms that it has relied and will rely solely on the terms of this Agreement and the Transaction Documents and upon its independent analysis, evaluation and investigation of, and judgment with respect to, the business, economic, legal, tax or other consequences of the transactions contemplated by this Agreement.




6.1                               Conduct of Business, Operation of Assets.


(a)                                 From the Execution Date until the earlier of the Closing or the termination of this Agreement in accordance with Article X, except (i) for Emergency Operations, (ii) for any capital expenditures described in Schedule 4.12, (iii) actions consented to in writing by Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), or (iv) required or prohibited pursuant to a Bankruptcy Court Order or the Bankruptcy Cases, Sellers, in their capacity as owners of the Assets, shall:


(i)                                     operate the Business and maintain the books of account and Records in the ordinary course of business and confer with Buyer and its Representatives, as reasonably requested, to report on operational matters and the general status of ongoing operations;


(ii)                                  conduct the Business in compliance with all applicable Laws, rules and regulations including using their best efforts to maintain all material Assigned Permits;


(iii)                               use commercially reasonable efforts to (A) preserve the present business operations, organization (including officers and employees) and goodwill of the Business and (B) preserve the present relationships with Persons having business dealings with the Business (including clients, customers and suppliers and service providers);



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