SEC Filings

PERNIX THERAPEUTICS HOLDINGS, INC. filed this Form 8-K on 02/19/2019
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(b)                Notwithstanding anything in this Agreement to the contrary, the Sellers hereby acknowledge and agree that the Buyer is not assuming from the Sellers, nor are in any way responsible for, the Excluded Liabilities. The transactions contemplated by this Agreement shall in no way expand the rights or remedies of any third party against the Buyer or the Sellers as compared to the rights and remedies that such third party would have had against the Sellers or the Buyer absent the Bankruptcy Case or the Buyer's assumption of the applicable Assumed Liabilities. Other than the Assumed Liabilities, the Buyer is not assuming and shall not be liable for any Liabilities of the Sellers.


Section 2.4                  Excluded Liabilities. Notwithstanding any other provision of this Agreement to the contrary, the Buyer is not assuming any Liability that is not an Assumed Liability (the "Excluded Liabilities"), including the following:


(a)                 any and all Liabilities for Taxes (i) related to the Transferred Assets or the operation of the Business that are incurred in, or attributable to, any taxable period, or portion thereof, ending on or prior to the Closing Date, (ii) of or imposed on any of the Sellers or their Affiliates and not related to the Transferred Assets or the Business, (iii) in respect of any Excluded Assets, or (iv) arising from or attributable to the transactions contemplated by this Agreement that occur on the Closing Date, other than Transfer Taxes for which Buyer is responsible pursuant to Section 6.1;


(b)                in the event the Bankruptcy Court approves a Treximet Sale, the Treximet Working Capital Liabilities;


(c)                 any and all Liabilities of the Sellers under any Contract of the Sellers that is not a Transferred Contract whether accruing prior to, at, or after the Closing Date;


(d)                any and all Liabilities of any Seller resulting from the failure to comply with any applicable "bulk sales," "bulk transfer" or similar Law;


(e)                 any and all Liabilities (i) retained by the Sellers pursuant to Section 5.4 and (ii) arising in respect of or relating to any Transferred Employee to the extent arising at or prior to the Closing, except for Liabilities assumed by the Buyer pursuant to Section 2.3(a)(iv), Section 2.3(a)(v) and Section 5.4;


(f)                  any and all Liabilities in any way attributable to (i) the employment or service of current or former employees, directors or consultants of the Sellers or any current or former Subsidiary of the Sellers who is not a Transferred Employee, regardless of whether such Liability is attributable to the period before, at or after the Closing Date except for the Buyer's obligation to provide COBRA continuation coverage as described in Section 5.4, and (ii) any Employee Plans other than the Employee Incentive Plan and the Assumed Plans to the extent assumed by the Buyer pursuant to Section 2.3(a)(iv) and Section 2.3(a)(v);


(g)                without impacting the scope of Section 2.4(f), any pension or retirement Liability of the Sellers to their current or former employees;


(h)                   all Liabilities arising under any collective bargaining laws, agreements or arrangements;