|PERNIX THERAPEUTICS HOLDINGS, INC. filed this Form 8-K on 02/19/2019|
as a result of the Bankruptcy Case, subject to (a) the filing of the Bankruptcy Case, (b) any Orders of the Bankruptcy Court, and (c) the conduct of the Auction in accordance with the bidding procedures set forth in the Sale Procedures Order.
"Organizational Documents" means, with respect to any Person (other than an individual), (i) the certificate or articles of association or incorporation or organization or limited partnership or limited liability company, and any joint venture, limited liability company, operating, stockholders or partnership agreement and other similar documents adopted or filed in connection with the creation, formation or organization of such Person; and (ii) all by-laws of such Person and voting agreements to which such Person is a party relating to the organization or governance of such Person.
"Party" or "Parties" means, individually or collectively, the Buyer and the Sellers.
"Permitted Encumbrance" means (a) statutory liens for unpaid Taxes that are (x) not yet delinquent or (y) which are being contested in good faith and for which adequate reserves have been established in the Seller Financial Statements in accordance with GAAP, (b) liens arising by operation of law in favor of warehousemen, landlords, carriers, mechanics, materialmen, laborers, or suppliers, incurred in the Ordinary Course of Business, (c) liens on amounts deposited to secure any Seller's obligations in connection with worker's compensation or other unemployment insurance (but excluding Encumbrances arising under ERISA) pertaining to any Seller's employees in the Ordinary Course of Business and not in connection with the borrowing of money relating to obligations as to which there is no default on the part of the Seller for a period with respect to amounts not yet overdue or which are being contested in good faith and for which adequate reserves have been established in the Seller Financial Statements in accordance with GAAP, (d) liens on amounts deposited to secure any Seller's obligations in connection with the making or entering into of bids, tenders, or leases in the Ordinary Course of Business and not in connection with the borrowing of money or the deferred purchase price of property or services, (e) as to any Lease, any Encumbrance in the Ordinary Course of Business affecting solely the interest of the landlord or lessor thereunder and not the interest of the tenant or lessee thereunder, which do not materially impair the value or use of such Lease, (f) with respect to any Real Property that is a Transferred Asset, easements, rights of way, zoning restrictions and minor title defects or irregularities that do not, individually or in the aggregate, materially affect the value of such property based upon its current use or materially impair the current use or operation thereof, and (g) in the case of the Nalpropion Shares, restrictions on transfer arising under applicable federal and state securities Laws.
"Pernix Ireland DAC" means Pernix Ireland Pain Designated Activity Company, a Party hereto.
"Pernix Ireland DAC Cash" means, as of the Closing, all cash and cash equivalents of Pernix Ireland DAC including any uncleared checks, wire transfers and drafts deposited for the account of Pernix Ireland DAC but excluding any issued but uncleared checks, wire transfers and drafts written or issued by Pernix Ireland DAC, as determined in accordance with Section 2.8.
"Pernix Marks" means all Trademarks owned by Sellers that contain "Pernix", including the Trademarks set forth on Section 1.1(c) of the Disclosure Letter.