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SEC Filings

AZURE MIDSTREAM PARTNERS, LP filed this Form 8-K on 03/21/2017
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Law, consult and cooperate in advance with the other Party prior to making, and consider in good faith the views of the other Party in connection with, any analyses, appearances, presentations, memoranda, briefs, arguments and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions and proceedings with Governmental Authorities relating to such filings, and (f) comply, as promptly as is reasonably practicable, with any requests received by such Party or any of its Affiliates under the HSR Act and any other Laws for additional information, documents or other materials.  Neither Party shall participate in any meeting or discussion with any Governmental Authority with respect to such filings or the transactions contemplated by this Agreement, or enter into any agreement with any Governmental Authority, unless, to the extent permitted under applicable Law, it consults with the other Party in advance and, to the extent permitted by the Governmental Authority, gives the other Party reasonable prior notice of, and an opportunity to attend and participate in, such meeting.  Notwithstanding the foregoing, nothing contained in this Agreement shall be construed so as to require Buyer or Sellers, or any of their respective Affiliates, without its written consent, to sell, license, dispose of, hold separate or operate in any specified manner any assets or businesses of Buyer or Sellers (or to require Buyer or Sellers or any of their respective Affiliates to agree to any of the foregoing). The obligations of each party under this Section 6.3 to use commercially reasonable efforts with respect to antitrust matters shall be limited to compliance with the reporting provisions of the HSR Act and other applicable Laws and with its obligations under this Section 6.3.


6.4                               Governmental Consents.  Without limiting the generality of Section 6.3, Sellers and Buyer shall each use their commercially reasonable efforts to obtain at the earliest practical date all Consents, waivers, approvals, orders, Permits, authorizations and declarations from, make all filings with, and provide all notices to, all Governmental Authorities (including Bankruptcy Court approvals) which are required to consummate, or in connection with, the transactions contemplated by this Agreement.


6.5                               Casualty or Condemnation Loss.  If, after the Execution Date but prior to the Closing Date, all or any portion of the Assets is damaged or destroyed by fire or other casualty (a “Casualty”) or is taken in condemnation or under right of eminent domain (a “Condemnation Proceeding”), then Buyer shall nevertheless be required to close and Sellers, at Closing, shall pay to Buyer (or its designee) all sums paid to Sellers by Third Parties by reason of such Casualty or Condemnation Proceeding with respect to the affected Assets and shall assign, transfer and set over to Buyer or Buyer’s designee all of Sellers’ right, title and interest (if any) in recovery proceeds, unpaid awards and other rights against Third Parties (excluding any liabilities or claims of or against Sellers or any of their respective Affiliates and Representatives) arising out of such Casualty or Condemnation Proceeding with respect to the affected Assets; provided, however, that Sellers shall reserve and retain (and Buyer shall assign to Sellers) all rights, title, interests and claims against Third Parties for the recovery of Sellers’ costs and expenses incurred prior to the Closing in pursuing or asserting any such insurance claims or other rights against Third Parties or in defending or asserting rights in connection with such Casualty or Condemnation Proceeding; provided, further, if the costs and expenses associated with any such Casualty and/or Condemnation Proceedings exceed (or are likely to exceed), in aggregate, ten percent (10%) of the Purchase Price, either Party may terminate this Agreement upon written notice to the other Party prior to Closing.



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