|PERNIX THERAPEUTICS HOLDINGS, INC. filed this Form 8-K on 02/19/2019|
(iii) if the Treximet Assets are Excluded Assets pursuant to Section 2.2(o) or any other assets are designated as Excluded Assets pursuant to Section 2.1(b), the intellectual property license agreement substantially in the form of Exhibit 7 (the "IP License Agreement"), duly executed by the applicable Sellers;
(iv) a certified copy of the Sale Order;
(v) in respect of each Seller that is a U.S. person for purposes of Section 1445 of the Code, a certificate, in form and substance as prescribed by Treasury Regulations promulgated under Section 1445 of the Code and reasonably acceptable to Buyer, stating that such Seller is not a "foreign person" as defined in Section 1445 of the Code;
(vi) a duly executed certificate of an executive officer of Seller Parent certifying the fulfillment of the conditions set forth in Section 7.3(a); and
(vii) stock certificates representing all the Nalpropion Shares, duly endorsed in blank or with stock powers duly executed by Pernix Ireland DAC in proper form for transfer; and
(viii) all other documents, instruments or writings of conveyance reasonably necessary or customary to consummate the Agreement to be prepared by the Buyer; provided such documents are (A) in form and substance reasonably acceptable to the applicable Seller, (B) required to be executed only by the Sellers or an agent of Sellers (in his or her capacity as such) and (C) identified and provided by Buyer to Sellers in a form acceptable to such Buyer at least seven (7) Business Days before the Closing Date.
(c) At or prior to the Closing, the Buyer shall deliver or cause to be delivered:
(i) to Seller Parent,
(A) evidence reasonably acceptable to Seller Parent that the Specified DIP Credit Bid Consideration, the Specified Prepetition Credit Bid Consideration and, if applicable, the Positive Product Working Capital Credit Bid Consideration and the Treximet Consideration (collectively, the "Credit Bid Consideration") shall each be credited on a dollar-for-dollar basis against the aggregate outstanding amount of the DIP Obligations or the Prepetition DDTL Obligations, as applicable (which evidence, for the avoidance of doubt, may be provided in the form of the Sale Order as entered by the Bankruptcy Court).
(B) the Cash Component and the Lockbox Cash Amount, in each case by wire transfer of immediately available funds to a bank account or bank accounts designated in writing by Seller Parent to the Buyer at least two (2) Business Days prior to the Closing Date; and
(C) the Designated Contract Make-Whole Amount for each Excluded Designated Contract, delivered in accordance with Section 2.13;
(ii) to the Sellers, the Bill(s) of Sale, duly executed by the Buyer;