|PERNIX THERAPEUTICS HOLDINGS, INC. filed this Form 8-K on 02/19/2019|
"Sensitive Data" means all (a) Personal Data, (b) trade secrets and other confidential information regarding the products, services, technology, operations and clients of any Seller and (c) information required by any applicable Law, Contract, industry standard or other requirement to be encrypted, masked or otherwise protected from disclosure, in each case of (a), (b) and (c) that is collected, used, processed, transmitted, stored or protected by any Seller.
"Services Agreement" means that certain Services Agreement, dated as of July 27, 2018, between Nalpropion and Pernix Therapeutics, LLC (as amended from time to time).
"Shared Designated Contracts" means those Designated Contracts that relate to both the Treximet Business and the Business (excluding the Treximet Business).
"Specified DIP Credit Bid Consideration" means the discharge of the DIP Obligations pursuant to Section 363(k) of the Bankruptcy Code in an aggregate amount equal to the greater of (a) $15,000,000 (fifteen million dollars) and (b) the difference of (x) the total outstanding DIP Obligations as of the Closing Date minus (y) the Excess Cash Amount.
"Specified Interests" means: (a) solely with respect to the period prior to Closing, Permitted Encumbrances, Assumed Liabilities, Excluded Liabilities, Encumbrances set forth in Section 1.1(f) of the Disclosure Letter, Encumbrances disclosed on the Seller Financial Statements or notes thereto or securing Liabilities reflected in the Seller Financial Statements or notes thereto, Encumbrances incurred in the Ordinary Course of Business since the date of the Balance Sheet, non-exclusive licenses of Intellectual Property relating to the development, manufacture, distribution, sale or other commercialization of Products granted in the Ordinary Course of Business, and Encumbrances which would not reasonably be expected to be material to (A) the Business (taken as a whole) or (B) any Asset Class (taken as a whole) and (b) from and after the Closing, after giving effect to the Sale Order, Permitted Encumbrances and Assumed Liabilities.
"Specified Prepetition Credit Bid Consideration" means the discharge of all of the Prepetition DDTL Obligations outstanding as of the Closing Date pursuant to Section 363(k) of the Bankruptcy Code.
"Subsidiary" means, with respect to any Person, any other Person of which at least 50% of the outstanding voting securities or other voting equity interests are owned or controlled by such Person or by one or more of its respective Subsidiaries.
"Successful Bidder" shall have the meaning set forth in the Sale Procedures.
"Tax Return" means any return, declaration, report, statement, information statement and other document, including any section or attachment thereto or amendment thereof, filed or required to be filed with any Governmental Authority with respect to Taxes.
"Taxes" means (a) any and all U.S. federal, state and local, non-U.S., and other taxes, including all net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, branch profits, profit share, license, lease, service, service use, value added, withholding, payroll, employment, fringe, fringe benefits, excise, estimated, severance, stamp, occupation, premium, property, windfall profits, wealth, net wealth, net worth, or other taxes or charges, fees,