SEC Filings

PERNIX THERAPEUTICS HOLDINGS, INC. filed this Form 8-K on 02/19/2019
Entire Document


Specified Interests 1.1
Specified Prepetition Credit Bid Consideration 1.1
Subsidiary 1.1
Successful Bidder 1.1
Tax Return 1.1
Taxes 1.1
Term Sheet 1.1
Termination Date 8.1(a)
Trade Secrets 1.1
Trademarks 1.1
Transfer Taxes 6.1
Transferred Assets 2.1(a)
Transferred Contracts 1.1
Transferred Employee 5.4(b)
Transition Services Agreement 1.1
Treximet Assets 1.1
Treximet Bid 1.1
Treximet Business 1.1
Treximet Indenture 1.1
Treximet Intellectual Property 1.1
Treximet Letter of Credit 1.1
Treximet Products 1.1
Treximet Sale 1.1
Treximet Working Capital Liabilities 1.1
Treximet-Related Shared Contract Liabilities 5.17(a)
under common control with 1.1
Undisputed Cure Claims 2.6(a)
Unpaid Seller Taxes 2.7(a)



Section 2.1                  Purchase and Sale of Assets.


(a)                 Upon the terms and subject to the conditions of this Agreement, at the Closing, the Sellers shall sell, assign, transfer, convey and deliver to the Buyer the Sellers' right, title and interest as of the Closing Date in and to the Transferred Assets (in each case, free and clear of any and all Interests, other than Permitted Encumbrances and Assumed Liabilities) and the Buyer shall purchase, acquire and accept the Transferred Assets and assume the Assumed Liabilities. Subject to Section 2.1(b) and Section 2.1(c), "Transferred Assets" shall mean all right, title and interest of the Sellers in, to or under the properties and assets of Sellers of every kind and description, wherever located, whether real, personal or mixed, tangible or intangible (but excluding in each case, for the avoidance of doubt, any Excluded Assets) consisting of, relating to or developed or used in connection with the Business, including all right, title and interest of the Sellers in, to or under:


(i)                  the Product Approvals;