SEC Filings

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

 

Transferred Assets, and without limiting the generality of the foregoing, the term "Transferred Assets" shall expressly exclude the following assets of the Sellers, all of which shall be retained by the Sellers (collectively, the "Excluded Assets"):

 

(a)                 all of the cash and cash equivalents, and bank accounts, of any Seller, other than the Pernix Ireland DAC Cash and, subject to the proviso in Section 2.1(a)(xxiii), the Lockbox Accounts (including any cash contained therein as of the Closing);

 

(b)                the Sellers' documents prepared in connection with this Agreement or the transactions contemplated hereby or relating to the Bankruptcy Case, and any books and records that any Seller is required by Law to retain;

 

(c)                 all Books and Records to the extent relating to the business activities of the Sellers that are not the Business or relating to Excluded Assets;

 

(d)                except those described in Section 2.1(a)(xvii) and Section 2.1(a)(xix), all Avoidance Actions;

 

(e)                 all insurance claims and proceeds under the Excluded Insurance;

 

(f)                  the Excluded Insurance;

 

(g)                all rights, claims and causes of action (including all insurance claims and proceeds) to the extent relating to any Excluded Asset or any Excluded Liability;

 

(h)                except those described in Section 2.1(a)(vi), shares of capital stock or other equity interests of any Seller or securities convertible into or exchangeable or exercisable for shares of capital stock or other equity interests of any Seller;

 

(i)                  all Employee Plans, together with all funding arrangements relating thereto (including but not limited to all assets, trusts, insurance policies and administration service contracts related thereto), except for Assumed Plans, together with any funding arrangements relating thereto (including but not limited to all assets, trusts, insurance policies and administration service contracts related thereto) and all rights and obligations thereunder to the extent relating to Transferred Employees;

 

(j)                  except to the extent designated as a Transferred Contract at Closing and except for the Nalpropion Loan Documents, all contracts between a Seller, on the one hand, and any direct or indirect Affiliate of such Seller, on the other hand, and all intercompany receivables owed to a Seller by any direct or indirect Affiliate of such Seller, including contracts or intercompany receivables relating to Taxes;

 

(k)                all rights to Tax refunds, rebates, credits or similar benefits relating to the Transferred Assets or the Business attributable to any period of time (or portion thereof) ending on or prior to the Closing Date;

 

(l)                  all rights of the Sellers under this Agreement and the Ancillary Agreements;

 

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