6.16 Transition Services; Non-Solicitation. Sellers and Buyer shall use commercially reasonable efforts to negotiate in good faith and enter into a Transition Services Agreement, effective as of the Closing Date, pursuant to which Sellers and their Affiliates will provide certain services to Buyer for a period to be mutually agreed by the Parties of up to six (6) months after the Closing for a monthly fee to be mutually agreed by the Parties. Buyer agrees that such Transition Services Agreement will contain payment terms that require prepayment of each months services on the first day of such month. Buyer agrees that during such mutually agreed period and for twelve (12) months thereafter, Buyer shall not, without Sellers (or their applicable Affiliates) prior written consent, directly or indirectly, (a) solicit, encourage, entice or induce any employee of Sellers providing such services to terminate his or her employment or engagement with any Seller or (b) hire any such employee.
6.17 BP Gas Gathering Agreement.
(a) From the date of this Agreement through the date that is six (6) months after Closing, Sellers shall use commercially reasonable efforts to negotiate and enter into, and Buyer may participate and, at Sellers request, reasonably assist Sellers in negotiating and entering into, a BP Partial Assignment; provided, however, that nothing in this Agreement shall be deemed to require Buyer to expend any costs or expenses or make any commercial concession with respect to any such assistance or participation, whether before or after the Closing. If the BP Partial Assignment is not obtained prior to or at Closing, Buyer shall assume the BP Back-to-Back Agreement and the BP Back-to-Back Agreement shall continue in full force and effect in accordance with its terms.
(b) Unless the BP Partial Assignment is obtained prior to Closing, Sellers shall use commercially reasonable efforts to cause the BP Back-to-Back Agreement to be amended, effective as of the Closing, to afford Buyer reasonable audit rights of the accounts of (i) Azure Shelby and (ii) Azure Midstream Energy, LLC related to the BP Gas Gathering Agreement; provided, that the failure to obtain such amendment shall not be deemed to be a failure of any of the conditions set forth in Section 7.1 to be satisfied.
6.18 Bankruptcy Deposits. From and after the Closing, Buyer shall, at Sellers sole cost and expense, reasonably assist, but shall have no obligation to substitute, Sellers in obtaining the return of any and all outstanding Bankruptcy Deposits and shall promptly (but no later than three (3) Business Days following receipt of any such Bankruptcy Deposit) deliver such Bankruptcy Deposit to the account designated by Sellers or a successor entity, by wire transfer of same day funds.
CONDITIONS TO CLOSING
7.1 Buyers Conditions to Closing. The obligation of each of Guarantor and Buyer to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by Buyer: