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SEC Filings

AZURE MIDSTREAM PARTNERS, LP filed this Form 8-K on 03/21/2017
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of, directly or indirectly, including through an asset sale, stock sale, merger, foreclosure, reorganization or other similar transaction, including pursuant to a stand-alone plan of reorganization or refinancing, directly or indirectly, all or a portion of the Assets (or agreement to do any of the foregoing) to a Person or Persons other than Buyer or to effect any other transaction the consummation of which would be substantially inconsistent with the terms of this Agreement (such a transaction, an “Alternative Transaction”), other than the Back-Up Bid; provided, that the delivery of any notice pursuant to this Section 6.12 shall not limit or otherwise affect the remedies available hereunder to the Party receiving such notice, or the representations or warranties of, or the conditions to the obligations of, the Parties.


6.13                        Employee Matters.


(a)                                 Promptly after the execution and delivery of this Agreement, Sellers shall provide Buyer with the contact information for each then-current Employee.  Additionally, after the Execution Date, Sellers shall provide Buyer with reasonable access during normal business hours to additional employee information relating to each Employee, in each case to the extent permissible under applicable Laws (including any limitations applicable to medical or any other records) and as necessary in order to assist Buyer in satisfying its obligations pursuant to this Section 6.13.  At least five (5) Business Days prior to the Closing, Buyer or its Affiliate may make offers to hire any of the Employees, subject to any such Employee satisfying Buyer’s lawful pre-employment screening process and the occurrence of the Closing, with such offers to become effective on the Closing Date and at base salaries or hourly rates of pay (as applicable), bonuses and other compensation opportunities, and employee benefits that are set in Buyer’s sole and absolute discretion.  For the avoidance of doubt, Buyer shall be under no obligation whatsoever to hire or offer to hire any or all of the Employees.


(b)                                 This Section 6.13 shall be binding upon and inure solely to the benefit of each of the Parties to this Agreement, and nothing in this Section 6.13, express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 6.13.  Nothing contained herein, express or implied, shall be construed to establish, amend, or modify any benefit plan, program, agreement, or arrangement.  The Parties acknowledge and agree that the terms set forth in this Section 6.13 shall not create any right of any employee or any other Person to any continued employment with Sellers, Buyer or any of their respective Affiliates or compensation or benefits of any nature or kind whatsoever.


6.14                        No Dismissal.  During the period commencing on the Execution Date and ending on the earlier of (a) the consummation of the transactions contemplated hereby and (b) the termination of this Agreement pursuant to Section 10.1, Sellers covenant that, without Buyer’s prior written consent, none of Sellers nor any of their appointees, Representatives (including legal counsel), agents, trustees, or other similar Person shall take any action designed to (i) dismiss the Bankruptcy Cases (including making any request to the Bankruptcy Court in relation to any such dismissal), or (ii) convert the Bankruptcy Cases to cases under Chapter 7 of the Bankruptcy Code (including making any request to the Bankruptcy Court in relation to any such conversion), in the case of either (i) or (ii), at any time prior to the Closing Date.



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