|PERNIX THERAPEUTICS HOLDINGS, INC. filed this Form 8-K on 02/19/2019|
Section 3.3 No Conflict; Required Filings and Consents.
(a) Except for the Bankruptcy Case and to the extent that any Bankruptcy Court approval is required and except as set forth on Section 3.3(a) of the Disclosure Letter, the execution, delivery and performance by each Seller of this Agreement and each of the Ancillary Agreements to which such Seller will be a party, the consummation of the transactions contemplated hereby and thereby, or compliance by each Seller with any of the provisions hereof, (i) do not and will not conflict with, result in any breach of, constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, or give rise to a right of termination, modification, notice or cancellation or require any consent of any Person pursuant to (A) the Organizational Documents of such Seller, (B) any Law applicable to such Seller, the Business or any of the Transferred Assets, (C) any Order of any Governmental Authority or (D) any Transferred Contract of the Sellers, except in the case of clause (B), (C) or (D), for any such conflicts, breaches, defaults or other occurrences that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) do not and will not result in the creation of (or give rise to the right of any Person to require the grant of) any Encumbrance (other than a Permitted Encumbrance or an Assumed Liability) upon any of the assets of any Seller or any of its Subsidiaries.
(b) The Sellers are not required to file, seek or obtain any notice, authorization, approval, order, permit or consent of or with any Governmental Authority (provided that, the transfer of any Permits will be the obligation of the Buyer) in connection with the execution, delivery and performance by the Sellers of this Agreement and each of the Ancillary Agreements to which each Seller will be a party or the consummation of the transactions contemplated hereby or thereby, except (i) for any filings required to be made under the HSR Act or other applicable Antitrust law, (ii) for requisite Bankruptcy Court approval, (iii) for entry of the Sale Order and (iv) where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Section 3.4 Transferred Assets.
(a) Except as would not be expected to materially impact the Business, each Seller, as applicable, has good title to each of the owned Transferred Assets, or with respect to leased Transferred Assets, valid leasehold interests in, or with respect to licensed Transferred Assets, valid licenses to use.
(b) Except as set forth on Section 3.4(b) of the Disclosure Letter, this Agreement and the instruments and documents to be delivered by the Sellers to the Buyer at or following the Closing shall be adequate and sufficient to transfer to the Buyer good title to the Transferred Assets, or with respect to leased Transferred Assets, valid leasehold interests, free and clear of any and all Interests other than Permitted Encumbrances and Assumed Liabilities, subject to (A) the Bankruptcy Case and (B) entry of the Sale Order.
(c) Except as set forth on Section 3.4(c) of the Disclosure Letter, the Transferred Assets, together with the Treximet Assets, any Executory Contract not designated by the Buyer as a Transferred Contract pursuant to Section 2.6, the Excluded Assets, including any