|PERNIX THERAPEUTICS HOLDINGS, INC. filed this Form 8-K on 02/19/2019|
duties, levies, tariffs, imposts, tolls, customs or other assessments, in each case, in the nature of a tax, imposed by any Governmental Authority, together with any interest, penalties, inflationary adjustments, additions to tax, fines or other additional amounts imposed thereon, with respect thereto, (b) any and all liability for the payment of any items described in clause (a) arising from as a result of being (or ceasing to be) a member of a fiscal unity, affiliated, consolidated, combined, unitary, or other similar group (or being included) in any Tax Return related to such group, (c) any and all liability for the payment of any amounts as a result of any successor or transferee liability, in respect of any items described in clause (a) or (b) above, and (d) any and all liability for the payment of any items described in clause (a) or (b) above as a result of, or with respect to, any express obligation to indemnify any other Person pursuant to any tax sharing, tax indemnity or tax allocation agreement or similar agreement or arrangement with respect to taxes (other than a commercial leasing or financing agreement or agreements entered into in the ordinary course of business that are not primarily related to Taxes).
"Term Sheet" means that certain Amended and Restated Final and Binding Term Sheet, delivered to Seller Parent by certain funds managed by Highbridge Capital Management, LLC on February 6, 2019.
"Transferred Contracts" means all Contracts of each Seller that are determined to be “Transferred Contracts” pursuant to Section 2.6.
"Transition Services Agreement" means the Transitional Distribution Services Agreement between Nalpropion and Pernix Therapeutics, LLC dated as of January 6, 2019.
"Treximet Assets" means the Treximet Intellectual Property, all Inventory used or held for use in the Treximet Business, all Contracts exclusively related to the Treximet Business and the assets identified as the Product Working Capital Assets in the Reference Statement, to the extent related to the Treximet Business; provided that no Shared Designated Contract shall be a Treximet Asset.
"Treximet Bid" means any bid contemplating a Treximet Sale.
"Treximet Business" means the business of, directly or indirectly, developing, making or having made, promoting or having promoted, using, licensing, selling or having sold, or otherwise commercializing, the Treximet Products.
“Treximet Consideration” means the discharge of $5 million of Treximet Secured Notes Obligations outstanding as of the Closing Date pursuant to Section 363(k) of the Bankruptcy Code.
"Treximet Indenture" means that certain Indenture, dated as of August 19, 2014, by and among Seller Parent, as issuer, the guarantors party thereto and U.S. Bank National Association, as trustee and collateral agent.
"Treximet Intellectual Property" means all Intellectual Property owned or controlled by the Sellers and primarily related to the Treximet Business, including the Intellectual Property set forth on Section 1.1(h) of the Disclosure Letter.