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SEC Filings

8-K
AZURE MIDSTREAM PARTNERS, LP filed this Form 8-K on 03/21/2017
Entire Document
 

 

respect to the Preferential Right Asset; (iii) the time period for exercise of the valid and enforceable preferential purchase right under the Preferential Right Contract shall have expired pursuant to its terms without exercise by BP and no other Person has asserted that it is the beneficiary of a valid and enforceable preferential purchase right with respect to the Preferential Right Asset; or (iv) the preferential purchase right under the Preferential Right Contract shall have been exercised by BP (or any other Person that asserts that it is the beneficiary of a valid and enforceable preferential purchase right with respect to the Preferential Right Asset).

 

(j)                                    Deliveries.  Sellers shall have delivered (or be ready, willing and able to deliver at Closing) the documents and other items required to be delivered by Seller under Section 8.2.

 

7.2                               Sellers’ Conditions to Closing.  The obligation of Sellers 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 Sellers:

 

(a)                                 Bankruptcy Approval. The Sale Order authorizing the sale of the Assets to the Buyer and its Affiliate Designees shall have been entered by the Bankruptcy Court and shall be a Final Order as of the Closing.

 

(b)                                 HSR Act.  To the extent applicable, all waiting periods (and any extensions thereof) under the HSR Act shall have expired or otherwise been terminated.

 

(c)                                  Representations.  Each of Buyer’s representations and warranties shall be true and correct in all material respects as of the Closing, as if made at and as of that time (other than such representations and warranties that expressly address matters only as of a certain date, which need only be true and correct in all material respects as of such certain date) without giving effect to the words “material,” or “material adverse effect” contained in such representations and warranties.

 

(d)                                 Performance.  Each of Guarantor and Buyer shall have performed or complied in all material respects with all of the covenants and agreements required by this Agreement to be performed or complied with by Buyer prior to the Closing.

 

(e)                                  Closing Certificate.  Buyer shall have delivered (or be ready, willing and able to deliver at Closing) to Sellers a certificate dated the Closing Date certifying that the conditions specified in Sections 7.2(c) and 7.2(d) have been fulfilled.

 

(f)                                   No Order.  No preliminary or permanent injunction or other Order by a Governmental Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby shall be in effect.

 

(g)                                  Deliveries.  Buyer shall have delivered (or be ready, willing and able to deliver at Closing) the documents and other items required to be delivered by Buyer under Section 8.3.

 

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