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SEC Filings

AZURE MIDSTREAM PARTNERS, LP filed this Form 8-K on 03/21/2017
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hereunder to Buyer, or the representations or warranties of, or the conditions to the obligations of, the Parties.  Buyer hereby indemnifies Sellers and their respective Affiliates and Representatives from and against any and all Damages (including any injury, loss or damage arising out of such entry that may occur to Buyer or any Representative of Buyer) caused by Buyer or any Representative of Buyer during any office visit, field visit, environmental property assessment or other due diligence activity conducted by Buyer or any Representative of Buyer with respect to the Assets, REGARDLESS OF ANY CONCURRENT NEGLIGENCE OR STRICT LIABILITY ON THE PART OF ANY SELLER OR ANY REPRESENTATIVE OF ANY SELLER AND REGARDLESS OF THE FORM OF CLAIM WHETHER AT COMMON LAW, STRICT LIABILITY, NEGLIGENCE OR UNDER ANY STATUTE OR REGULATION.


(b)                                 The Parties acknowledge and agree that after the Closing, Sellers, their respective Affiliates, successors to any of Sellers and their respective Affiliates (including, without limitation, any liquidating trustee or chapter 7 trustee subsequently appointed to administer Sellers’ bankruptcy estate or any assets that comprised such bankruptcy estate), Sellers’ prepetition lenders and designated agents and representatives thereof (each such party, an “Access Party” and collectively, the “Access Parties”), may need access to information or documents or other business records in the control or possession of Buyer and its Affiliates (whether such records are physical or electronic, including, without limitation, any records stored on any computer systems or similar information systems acquired by Buyer pursuant to this Agreement for one or more purposes, including without limitation: (i) preparing or filing Tax Returns; (ii) selling, using, monetizing or otherwise disposing of any Excluded Assets; and (iii) pursuing any Avoidance Actions or other claims or causes of action of any of Sellers or their bankruptcy estate (other than claims or causes of action against Buyer).  Buyer shall reasonably cooperate in connection with, and, during normal business hours, make available for inspection and copying by such Access Parties or their successors or representatives, upon prior written request and at their sole cost and expense, such information, documents, business records and other analogous information included in the Assets, as reasonably requested by such Access Parties.


6.3                               Regulatory Filings.  From the Execution Date until the Closing, each of Buyer and Sellers shall, and shall cause their respective Affiliates to, (a) make or cause to be made the filings required of such Party or any of its Affiliates under any applicable Laws, including the HSR Act, with respect to the transactions contemplated by this Agreement, and to pay any fees due of it in connection with such filings, as promptly as is reasonably practicable and in any event within ten (10) Business Days after the Execution Date (except for such filings that are customarily made after the assignment of properties similar to the Assets), (b) cooperate with and assist the other Party and furnish all information in such Party’s possession that is necessary in connection with such other Party’s filings and in obtaining the relevant Consent from the applicable Governmental Authority, (c) use commercially reasonable efforts to cause the expiration or termination of the notice or waiting periods under the HSR Act (including requesting early termination thereof) and any other Laws with respect to the transactions contemplated by this Agreement as promptly as is reasonably practicable, (d) to the extent permitted under applicable Law, promptly inform, and provide copies to, the other Party of any communication from or to, and any proposed understanding or agreement with, any Governmental Authority in respect of such filings, (e) to the extent permitted under applicable



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