|PERNIX THERAPEUTICS HOLDINGS, INC. filed this Form 8-K on 02/19/2019|
Buyer. If Buyer reasonably believes that the Pre-Closing Statement has not been prepared in good faith by the Sellers in accordance with the Accounting Principles and the Reference Statement, Buyer shall be entitled to seek, and the Sellers shall cooperate in seeking, expedited review by the Bankruptcy Court to determine whether the Pre-Closing Statement has not been prepared in good faith by the Sellers in accordance with the Accounting Principles and the Reference Statement, in which case the Closing shall be delayed until such time as the Bankruptcy Court has made its determination with respect to the Pre-Closing Statement (and, notwithstanding anything to the contrary in this Agreement, the Outside Date shall be extended to account for such delay). The Pre-Closing Statement, as modified by the Sellers as requested or in good faith following (and in accordance with) any determination by the Bankruptcy Court or as approved by the Buyer, and the Excess Cash Amount, Net Product Working Capital, Seller-Paid Buyer Taxes, and Unpaid Seller Taxes amounts, as set forth on the Pre-Closing Statement (as so modified, if applicable) shall be deemed to be final and binding on the Parties for all purposes hereunder.
Section 2.9 Closing.
(a) The closing of the transactions contemplated by this Agreement (the "Closing") shall take place at the offices of Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, NY, at 10:00 a.m. New York time on the date that is the later of (i) the first Business Day that is at least seventy-five (75) calendar days after the date hereof (which period shall be extended, but not beyond the Outside Date, solely to the extent the Sellers' material breach of Section 5.5 has directly resulted in the failure to obtain from Governmental Authorities all consents, approvals, authorizations, qualifications and orders necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements and the Buyer's ownership and operation of the Transferred Assets and the Business immediately following the Closing) and (ii) the third (3rd) Business Day following the satisfaction or, to the extent permitted by applicable Law, waiver of all conditions to the obligations of the Parties set forth in Article VII (other than such conditions as may, by their terms, only be satisfied at the Closing but subject to the satisfaction or waiver thereof at the Closing), or at such other place or at such other time or on such other date as the Sellers and the Buyer mutually may agree in writing. The day on which the Closing takes place is referred to as the "Closing Date." Notwithstanding that the Closing shall take place at 10:00 a.m. New York time on the Closing Date, for purposes of this Agreement, the Closing shall be deemed to occur and be effective as of 12:01 a.m., New York time on the Closing Date.
(b) At or prior to the Closing, the Sellers shall deliver or cause to be delivered to the Buyer (or a Designated Buyer):
(i) one or more bills of sale substantially in the form of Exhibit 5 (the "Bill of Sale"), duly executed by the applicable Sellers;
(ii) one or more intellectual property assignment agreements substantially in the form of Exhibit 6 (the "IP Assignment Agreement"), duly executed by the applicable Sellers;