|PERNIX THERAPEUTICS HOLDINGS, INC. filed this Form 8-K on 02/19/2019|
Assets and the Generics Assets, in each case as defined herein or, if not defined herein, as defined in the Sale Procedures.
"Assumed Plan" means each Employee Plan, or portion thereof, expressly assumed by Buyer pursuant to the terms of this Agreement.
"Auction" shall have the meaning set forth in the Sale Procedures.
"Avoidance Actions" means any and all claims for relief of the Sellers under chapter 5 of the Bankruptcy Code, or state fraudulent conveyance, fraudulent transfer, or similar laws.
"Bankruptcy Case" means the bankruptcy cases commenced by the Sellers under chapter 11 of the Bankruptcy Code in the Bankruptcy Court.
"Bankruptcy Code" means Title 11 of the United States Code, Sections 101 et seq., as in effect or as may be amended from time to time.
"Books and Records" means all current and historical books and records in the possession or control of Sellers relating to the Business, in whatever form kept (including electronic form) including the financial, corporate, operations and sale books, records, files, research, documents, clinical studies, books of account, sales and purchase records, lists of suppliers and customers, business reports, plans, projections and manuals, surveys, plans, files, records, assessments, correspondence, and other data and information, financial or otherwise relating to the Business.
"Business Day" means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by Law to be closed in the city of New York, New York, Wilmington, Delaware or Dublin, Ireland.
"Business Employee" means each individual who, as of the applicable date, is employed by the Sellers in connection with the Business.
"Buyer Material Adverse Effect" means any event, change, occurrence or effect that would prevent, materially delay or materially impede the performance by the Buyer of its obligations under this Agreement or the Ancillary Agreements or the timely consummation of the transactions contemplated hereby or thereby.
"Buyer Taxes" means any and all Taxes for which Buyer is responsible pursuant to Section 6.1 or Section 6.4.
"Claim" has the meaning set forth in Section 101(5) of the Bankruptcy Code.
"COBRA" means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and any rules or regulations promulgated thereunder.
"Code" means the Internal Revenue Code of 1986, as amended.
"Collateral" has the meaning given to it in the DIP Credit Agreement.