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SEC Filings

AZURE MIDSTREAM PARTNERS, LP filed this Form 8-K on 03/21/2017
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Laws with the appropriate Governmental Authorities to transfer the Assigned Permits to Buyer as promptly as reasonably practicable after the Closing.  Any and all fees required by any Governmental Authority or any Person to obtain or for the transfer of a Permit shall be paid directly by and be the sole responsibility of Buyer.


6.10                        Access to Title Records.  From the date hereof until Closing, Sellers will make available to Buyer for Buyer’s inspection copies of all deeds, easements, rights-of-way, leases, surveys, title policies, title reports and other records in Sellers’ or any of their Affiliates’ possession or control relating to the title to the Real Property Interests (the “Title Records”). Sellers will cooperate with Buyer and use its commercially reasonable efforts to facilitate Buyer’s inspection of the Title Records; provided, however, that Sellers shall have no obligation to cure, correct or remove, or cause the cure, correction or removal of, any purported Liens or other title defects disclosed in the Title Records.


6.11                        Post-Closing Confidentiality.  From and after the Closing, Sellers shall, and shall direct its Representatives and Affiliates to, keep confidential and not disclose any and all information relating to the Assets (the “Restricted Information”), and shall not, directly or indirectly, use such Restricted Information for any purpose, except as and to the extent permitted by the terms of this Agreement or the Transaction Documents.  The obligation shall continue indefinitely from the Closing Date and shall not apply to any information that (a) is in the public domain, (b) is published or otherwise becomes part of the public domain through no fault of Sellers or any of their respective Affiliates or (c) becomes available to Sellers or any of their respective Affiliates on a non-confidential basis from a source that did not acquire such information (directly or indirectly) on a confidential basis.  Notwithstanding the foregoing, Sellers may make disclosures required by applicable Law or as is necessary to enforce this Agreement; provided, however, that Sellers, to the extent practicable, shall provide Buyer with prompt notice thereof so that Buyer, at its sole cost and expense, may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Section 6.11.  In the event that such protective order or other remedy is not obtained or Buyer waives compliance with the provisions of this Section 6.11, Sellers shall or shall cause the Person required to disclose such Restricted Information to furnish only that portion of the information that such Person is legally required, and, to the extent practicable, Sellers shall exercise commercially reasonable efforts to obtain reliable assurance that confidential treatment is accorded the Restricted Information so furnished.


6.12                        Notification of Certain Matters.  Sellers shall give notice to Buyer as promptly as reasonably practicable upon becoming aware of, and in any event (x) prior to Closing of (a) any fact, change, condition, circumstance, event, occurrence or non-occurrence that has caused or is reasonably likely to cause any representation or warranty in this Agreement made by Sellers to be untrue or inaccurate in any material respect at any time after the date hereof and prior to the Closing, (b) any material failure on its part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, (c) the institution of, written threat or, to the Knowledge of Sellers, oral threat of institution of any Proceeding against Sellers related to this Agreement or the transactions contemplated hereby, or (d) any material theft, damage, condemnation, taking, destruction or Casualty or Condemnation Proceeding relating to the Assets; and (y) prior to the Sale Order or the receipt of any proposal from a Third Party for any transaction (or series of transactions) involving the sale, transfer, lease or other disposition



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