|PERNIX THERAPEUTICS HOLDINGS, INC. filed this Form 8-K on 02/19/2019|
"Liability" means any debt, loss, claim, damage, demand, fine, judgment, penalty, liability or obligation of any kind (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due).
"Lockbox Accounts" means (i) that certain bank account held by Pernix Therapeutics, LLC with Wells Fargo with account number ending in 2816 and (ii) that certain bank account held by Cypress Pharmaceuticals, Inc. with Wells Fargo with account number ending in 5673.
“Lockbox Cash Amount” means an amount in cash equal to the balances (as of 12:01 a.m. New York time on the Closing Date) of the Lockbox Accounts that are Transferred Assets at the Closing (including any uncleared checks, wire transfers and drafts deposited in such Lockbox Accounts but excluding any issued but uncleared checks, wire transfers and drafts written or issued out of such Lockbox Accounts).
"Material Adverse Effect" means any event, change, condition, occurrence or effect that has individually or in the aggregate (a) resulted in, or would be reasonably likely to result in, a material adverse effect on the business, properties, financial condition or results of operations of the Business, taken as a whole, or (b) prevented, materially delayed or materially impeded the performance by the Sellers of their obligations under this Agreement or the consummation of the transactions contemplated hereby, other than, in the case of clause (a), any event, change, condition, occurrence or effect to the extent arising out of, attributable to or resulting from, alone or in combination, any of the following (none of which, to the applicable extent, will constitute or be considered in determining whether there has been, a Material Adverse Effect): (i) general changes or developments in the industries in which the Business operates, (ii) changes in general economic, financial market or geopolitical conditions or political conditions, (iii) natural or manmade disasters, calamities, major hostilities, outbreak or escalation of war or any act of terrorism or sabotage, (iv) changes in any applicable Laws or GAAP or in the administrative or judicial enforcement or interpretation thereof, (v) the announcement or other publicity, pendency or consummation of the transactions contemplated by this Agreement (it being understood that the exception in this clause (vi) shall not apply with respect to the representations and warranties in Section 3.3(a) intended to address the consequences of the execution or delivery of this Agreement or the consummation of the transactions contemplated by this Agreement), (vii) the filing or continuation of the Bankruptcy Case and any Orders of, or action or omission approved by, the Bankruptcy Court (or any other Governmental Authority of competent jurisdiction in connection with any such Action), (viii) any action taken or not taken by the Sellers which act or omission is required by this Agreement or requested by or consented to in writing by the Buyer, (ix) a decline in the trading price or trading volume of any securities issued by the Seller Parent or any change in the ratings or ratings outlook for the Seller Parent (provided that the underlying causes thereof, to the extent not otherwise excluded by this definition, may be deemed to contribute to a Material Adverse Effect), or (x) the failure to meet any projections, guidance, budgets, forecasts or estimates with respect to the Seller Parent (provided that the underlying causes thereof, to the extent not otherwise excluded by this definition, may be deemed to contribute to a Material Adverse Effect); provided, however, that any event, change, condition, occurrence or effect set forth in clauses (i), (ii), (iii) or (iv) may be taken into account in determining whether there has been or is a Material Adverse Effect to the extent any such event, change, condition, occurrence or effect has a material and disproportionate adverse impact on the Business, taken as a whole, relative to the other participants in the industries and markets in