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SEC Filings

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

 

Section 10.1(b) shall not be available to a Party if such Order was primarily due to the failure of such Party to perform any of its obligations under this Agreement;

 

(c)                                  by Buyer, pursuant to written notice to Sellers:

 

(i)                                     if the Sale Order entered by the Bankruptcy Court shall have been vacated, or modified or supplemented in a manner, without Buyer’s prior written consent, that is material and adverse to Buyer;

 

(ii)                                  if prior to the Closing, (A) the Bankruptcy Cases are converted into cases under Chapter 7 of the Bankruptcy Code, (B) the Bankruptcy Cases are dismissed, or (C) if a trustee under Chapter 11 of the Bankruptcy Code is appointed in the Bankruptcy Cases;

 

(iii)                               if (A) Buyer is (1) not in material breach of this Agreement, and (2) ready and willing to close, (B) the conditions precedent to Closing set forth in Section 7.2 have been satisfied or waived in writing by Sellers, and (C) there has been a violation or breach by Sellers of any representation, warranty, or covenant contained in this Agreement that (x) would cause any of the conditions set forth in Section 7.1 to not be satisfied by the Outside Termination Date, (y) has not been waived by Buyer, and (z) Sellers have failed to cure within ten (10) Business Days following receipt of notification thereof by Buyer;

 

(iv)                              if Closing has not occurred by the Outside Termination Date; provided that the right to terminate this Agreement under this Section 10.1(c)(iv) shall not be available to Buyer if the failure to so close was primarily due to the failure of Buyer to perform any of its obligations under this Agreement; or

 

(v)                                 if an Alternative Transaction (including the Back-Up Bid) has been consummated; provided that such Alternative Transaction was proposed prior to the date of the Sale Order.

 

(d)                                 by Sellers pursuant to written notice to Buyer:

 

(i)                                     if the Sale Order entered by the Bankruptcy Court shall have been stayed or vacated, or modified or supplemented in a manner, without Sellers’ prior written consent, that is material and adverse to Sellers;

 

(ii)                                  if prior to the Closing, (A) the Bankruptcy Cases are, without Sellers’ consent, converted into cases under Chapter 7 of the Bankruptcy Code or dismissed, or (B) without Sellers’ consent, a trustee under Chapter 11 of the Bankruptcy Code is appointed in the Bankruptcy Cases;

 

(iii)                               if (A) Sellers are (1) not in material breach of this Agreement, and (2) ready and willing to close, (B) the conditions precedent to Closing set forth in Section 7.1 have been satisfied or waived in writing by Buyer, and (C) there has been a violation or breach by Buyer of any representation, warranty, or covenant contained in this Agreement that (x) would cause any of the conditions set forth in Section 7.2 to not

 

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