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SEC Filings

AZURE MIDSTREAM PARTNERS, LP filed this Form 8-K on 03/21/2017
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6.6                               Seller Marks.  Buyer shall obtain no right, title, interest, license or any other right whatsoever to use the terms “Azure” or any trademarks, service marks, slogans or logos containing or comprising the foregoing, or any trademark, service mark, slogan or logo confusingly similar thereto or dilutive thereof (collectively, the “Seller Marks”).  From and after the Closing, Buyer agrees (on behalf of itself and its Affiliates) that it shall (a) cease using the Seller Marks in any manner, directly or indirectly, as promptly as possible after the Closing and in any event within ninety (90) days following the Closing Date, and (b) remove, strike over or otherwise obliterate all Seller Marks from all Assets and all other materials owned, possessed or used by Buyer or its Affiliates within ninety (90) days following the Closing Date.  With respect to any Seller Mark that may appear on any of the physical assets constituting the Assets, Buyer is hereby granted a fully-paid-up, royalty-free, limited right and license solely to allow Buyer to display or retain such Seller Mark on such Assets, in the places and in the forms in which they appear on such Assets at Closing, for ninety (90) days following the Closing Date.


6.7                               Record Retention.  To the extent required by Law or otherwise, Sellers and Buyer agree that each of them shall use commercially reasonable efforts to preserve and keep the records held by them relating to the Business for a period of five (5) years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any insurance claims by, Actions against or governmental investigations of Sellers or Buyer or any of their Affiliates or in order to enable Sellers or Buyer to comply with their respective obligations under this Agreement and each other agreement, document or instrument contemplated hereby or thereby. In the event Sellers or Buyer wish to destroy (or permit to be destroyed, including pursuant to any liquidation or winding up of such Person) such records after that time, such Party shall first give forty-five (45) days prior written notice to the other, and such other Party shall have the right, at its option and expense, upon prior written notice given to such Party within that forty-five (45) day period, to take possession or make copies of the records within forty-five (45) days after the date of such notice. This covenant shall survive Closing.


6.8                               Bonds, Letters of Credit and Guarantees.  Buyer acknowledges that none of the Security Arrangements are transferable to Buyer.  Except to the extent that Buyer will, as of Closing, be covered by the Security Arrangements of the operators of the applicable Assets, then on or before the Closing Date, Buyer will obtain, or cause to be obtained in the name of Buyer, replacements for such Security Arrangements, to the extent such replacements are necessary to permit the cancellation as of Closing of the Security Arrangements posted by Sellers and/or their respective Affiliates.  To the extent cancellation of any Security Arrangement has not occurred as of the Closing Date, and Sellers waive compliance with this Section 6.8 at Closing, Buyer shall, after Closing, fully indemnify Sellers and their respective Affiliates for any claim made by any Third Party in respect of any such Security Arrangement until such time that such Security Arrangement is terminated. For the avoidance of doubt, this covenant shall survive the Closing.


6.9                               Assigned Permits.  Sellers shall, and shall cause their respective Affiliates to, take all commercially reasonable actions necessary or desirable under the applicable Laws with the appropriate Governmental Authorities to transfer the Assigned Permits to Buyer, and to assist Buyer in obtaining any other Permits required for the operation and conduct of the Business or the Assets.  If the applicable Laws require certain actions to be taken upon or after Closing, Sellers shall take all commercially reasonable actions necessary or desirable under the applicable



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