Print Page     Close Window     

SEC Filings

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

 

ARTICLE VIII
CLOSING

 

8.1                               Closing.  Upon the terms and subject to the satisfaction of the conditions contained in this Agreement, the closing (“Closing”) of the sale and purchase of the Assets contemplated hereby shall take place at the offices of Vinson & Elkins, LLP, 1001 Fannin Street, Suite 2500, Houston, TX 77002-6760, at 10:00 am, local time, within three (3) Business Days after the Bankruptcy Court’s entry of the Sale Order and the satisfaction or waiver of the additional conditions set forth in Sections 7.1 and 7.2 (other than conditions that by their nature are to be satisfied at Closing, but subject to the satisfaction or waiver of those conditions at such time), unless another time, date or place is agreed to in writing by the Parties. The day of Closing is referred to hereinafter as the “Closing Date.” Except as otherwise expressly provided herein, all proceedings to be taken and all documents to be executed and delivered by all parties at the Closing will be deemed to have been taken and executed simultaneously and no proceedings will be deemed to have been taken nor documents executed or delivered until all have been taken, executed and delivered.

 

8.2                               Seller Deliverables.  At the Closing, Sellers will deliver the following documents and deliverables to Buyer or cause the following actions to occur:

 

(a)                                 an acknowledgment, duly executed by each Seller, of the Preliminary Settlement Statement;

 

(b)                                 counterparts, duly executed by each Seller, of the Assignment, in sufficient number to facilitate recording in the applicable counties and offices;

 

(c)                                  a certificate, duly executed by each Seller or the regarded owner of such Seller if such Seller is a disregarded entity, of non-foreign status in the form attached hereto as Exhibit D;

 

(d)                                 if applicable, a counterpart, duly executed by each Seller, of the Transition Services Agreement;

 

(e)                                  counterparts, duly executed by each Seller, of each other Transaction Document that is required by the terms of this Agreement to be executed and/or delivered by Sellers at the Closing;

 

(f)                                   executed documentation necessary to transfer title of the Vehicles from each applicable Seller to Buyer or its Affiliate Designees, as applicable;

 

(g)                                  one or more special warranty deeds or acts of cash sale, as applicable, duly executed by each Seller, necessary or required in connection with the conveyance of the Assets set forth on Schedule 8.2(g), each in substantially the form attached hereto as Exhibit I-1 or Exhibit I-2, as applicable; and

 

(h)                                 any other forms required by any Governmental Authority to be executed or delivered on the Closing Date relating to the conveyance of the Assets to Buyer or the transfer

 

35



© Copyright Azure Midstream Energy LLC. All Rights Reserved.