SEC Filings

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


(iii)              to the Sellers, the IP Assignment Agreement(s), duly executed by the Buyer;


(iv)               to the Sellers, if the Treximet Assets are Excluded Assets pursuant to Section 2.2(o) or any other Transferred Assets are designated as Excluded Assets pursuant to Section 2.1(b), the IP License Agreement, duly executed by the Buyer;


(v)                to the Sellers, a duly executed certificate of an executive officer of the Buyer certifying the fulfillment of the conditions set forth in Section 7.2(a); and


(vi)               all other documents, instruments or writings of conveyance reasonably necessary or customary to consummate the Agreement to be prepared by the Sellers; provided such documents are (A) in form and substance reasonably acceptable to Buyer, (B) required to be executed only by the Buyer or an agent of Buyer (in his or her capacity as such) and (C) identified and provided by Sellers to Buyer in a form acceptable to such Buyer at least seven (7) Business Days before the Closing Date.


Section 2.10               Purchase Price Allocation. Within 30 days of the Closing Date, the Buyer shall provide Seller Parent with an allocation of the applicable consideration amongst the Transferred Assets in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the "Purchase Price Allocation"). Seller Parent shall review the Purchase Price Allocation and, to the extent Seller Parent disagrees with the content of the Purchase Price Allocation, shall inform Buyer of such disagreement within 30 days after receipt of the Purchase Price Allocation. Seller Parent and the Buyer will attempt in good faith to resolve any such disagreement. If Seller Parent and the Buyer are unable to reach a good faith agreement on the content of the Purchase Price Allocation within 90 days of the Closing Date, Seller Parent and the Buyer will each use its own allocation statement. If Seller Parent and the Buyer agree on the Purchase Price Allocation, then the Parties shall file all Tax Returns in a manner consistent with the Purchase Price Allocation and shall not take a position inconsistent with the Purchase Price Allocation in any proceeding, audit or investigation with respect to Taxes, unless otherwise required by applicable Law.


Section 2.11               Designated Buyer(s).


(a)                 In connection with the Closing, the Buyer shall be entitled to designate, in accordance with the terms and subject to the limitations set forth in this Section 2.11, one (1) or more Affiliates to (i) purchase specified Transferred Assets (including specified Transferred Contracts) and pay or cause to be paid the corresponding portion of the Purchase Price, as applicable, (ii) assume specified Assumed Liabilities, and/or (iii) employ specified Transferred Employees on and after the Closing Date (any such Affiliate of the Buyer that shall be properly designated by the Buyer in accordance with this clause, a "Designated Buyer"). At the Closing, the Buyer shall, or shall cause each Designated Buyer(s) to, honor its obligations at the Closing. Any reference to the Buyer made in this Agreement in respect of any purchase, assumption or employment referred to in this Agreement shall include reference to the appropriate Designated Buyer(s), if any. After the Closing, all obligations of the Buyer and any Designated Buyer(s) under this Agreement shall be several and not joint as amongst the Designated Buyers and the only party with Liability as to a particular Assumed Liability shall be the Buyer or the