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SEC Filings

AZURE MIDSTREAM PARTNERS, LP filed this Form 8-K on 03/21/2017
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(iv)                              use commercially reasonable efforts to maintain, in all materials respects, (A) all of the assets and properties of, or used by, Sellers and related to the Business in their current condition, ordinary wear and tear excepted, and (B) all insurance policies currently in place, or suitable replacements therefor;


(v)                                 give written notice to Buyer as soon as is reasonably practicable of any written notice received or given by Sellers with respect to any alleged material breach by Sellers or other Person of any Assigned Contract or Assigned Permit;


(vi)                              with respect to Emergency Operations, notify Buyer of such emergency and the related Emergency Operations as soon as reasonably practicable;


(vii)                           timely pay all Employee’s salaries, wages and other compensation and employee benefits (subject to obtaining any requisite approvals of the Bankruptcy Court); and


(viii)                        give prompt notice to Buyer of (A) any written notice of any material damage or any material Casualty to any of the Assets and (B) any written notice received or made by Sellers of any material claim asserting any material tort or violation of Law or any new Proceeding, that (in each case) relates to the Assets.


(b)                                 Without limiting the generality or effect of Section 6.1(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) for actions consented to in writing by Buyer (which 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 owner of the Assets, shall not:


(A)                               liquidate, dissolve, recapitalize or otherwise wind up its business as it relates to the Assets;


(B)                               materially change its accounting methods, policies or practices, in each case as it relates to the Assets;


(C)                               sell, assign, transfer, suffer any Lien (other than a Permitted Lien) upon, grant or otherwise dispose of any material Asset or any material right regarding the Assets to any Person;


(D)                               (1) enter into any Applicable Contract that would be required to be listed on Schedule 4.5(a) as a “Material Contract” if such Applicable Contract was in existence as of the Execution Date, or (2) amend, modify or waive, in any material respect, any rights or obligations under any Material Contract or Executory Contract or terminate any Material Contract or Executory Contract before the expiration of the terms thereof, other than to the extent any such Material Contract or Executory Contract terminates pursuant to its terms;



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