SEC Filings

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

 

(ii)                the Product Intellectual Property and the Pernix Marks;

 

(iii)              the Product Marketing Materials;

 

(iv)               the Product Regulatory Materials;

 

(v)                the Product Working Capital Assets;

 

(vi)               the Nalpropion Shares;

 

(vii)             the Nalpropion Loan Documents and the Nalpropion Loan Indebtedness;

 

(viii)           all Pernix Ireland DAC Cash;

 

(ix)               the Services Agreement;

 

(x)                the Transferred Contracts;

 

(xi)               the Books and Records;

 

(xii)             Goodwill;

 

(xiii)           all machinery, equipment, furniture, furnishings, parts, spare parts, vehicles and other tangible personal property owned by the Sellers;

 

(xiv)           all Permits and Regulatory Approvals held by the Sellers ("Business Permits") but only to the extent such Permits and Regulatory Approvals may be transferred under applicable Law;

 

(xv)             all insurance policies and binders, other than those insurance policies and binders listed in Section 2.1(a)(xiv) of the Disclosure Letter (the "Excluded Insurance"), to the extent transferable;

 

(xvi)           telephone, telex and telephonic facsimile numbers and other directory listings used by the Sellers;

 

(xvii)         (A) to the extent related to the Transferred Assets, the Business or the obligations giving rise to the Credit Bid Consideration, all rights, claims or causes of action of the Sellers against third parties arising out of events occurring prior to the Closing, including and, for the avoidance of doubt, arising out of events occurring prior to the Petition Date, and including any rights under or pursuant to any and all warranties, representations and guarantees made by suppliers, manufacturers and contractors relating to products sold, or services provided, to the Sellers; and (B) to the extent not covered in clause (A), all other rights, claims or causes of action of the Sellers against third parties except to the extent related to Excluded Assets;

 

(xviii)        all copies of Tax records related to the Transferred Assets or the Business;

 

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