|PERNIX THERAPEUTICS HOLDINGS, INC. filed this Form 8-K on 02/19/2019|
(m) all credits, prepaid expenses, security deposits, other deposits, refunds, prepaid assets or charges, rebates, setoffs, and loss carryforwards of the Sellers, except to the extent related to the Transferred Assets or the Assumed Liabilities (other than, in each case, with respect to Taxes);
(n) all Contracts that are not Transferred Contracts;
(o) in the event the Bankruptcy Court approves a Treximet Sale, the Treximet Assets; and
(p) all assets specifically listed as Excluded Assets on Section 2.2(p) of the Disclosure Letter.
Section 2.3 Assumed Liabilities.
(a) In connection with the purchase and sale of the Transferred Assets pursuant to this Agreement, at the Closing, the Buyer shall assume and pay, discharge, perform or otherwise satisfy only the following Liabilities (excluding in each case, for the avoidance of doubt, any Excluded Liabilities) (the "Assumed Liabilities"):
(i) any Liabilities for Transfer Taxes to be paid by such Buyer pursuant to Section 6.1;
(ii) all Liabilities of the Sellers under the Transferred Contracts and the transferred Business Permits, in each case arising, to be performed or that become due on or after, or in respect of periods following, the Closing Date;
(iii) all Product Working Capital Liabilities other than, in the event the Bankruptcy Court approves a Treximet Sale, the Treximet Working Capital Liabilities;
(iv) all Liabilities (A) arising under the Employee Incentive Plan to the extent not paid pursuant to the Approved Budget; and (B) assumed by the Buyer pursuant to Section 5.4;
(v) (A) all Liabilities with respect to Transferred Employees which arise at or prior to the Closing under the terms of any Assumed Plan to the extent the assets of such Assumed Plan are transferred to the Buyer in an amount sufficient to satisfy such Liabilities, (B) the Buyer's obligation to provide COBRA continuation coverage as described in Section 5.4(i) and (C) all Liabilities with respect to Transferred Employees to the extent arising following the Closing or assumed by the Buyer pursuant to Section 5.4; and
(vi) all Liabilities (including, without limitation, under the applicable NDAs and INDs relating to the Products) arising out of, relating to or incurred in connection with the conduct or ownership of the Business or the Transferred Assets from and after the Closing.