|PERNIX THERAPEUTICS HOLDINGS, INC. filed this Form 8-K on 02/19/2019|
asset designated as an Excluded Asset by the Buyer pursuant to Section 2.1(b) and any asset, permit, claim or right not transferred pursuant to Section 2.5 will immediately following the Closing be generally sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing.
Section 3.5 SEC Documents; Financial Statements; No Undisclosed Liabilities.
(a) Seller Parent has filed, furnished or otherwise transmitted on a timely basis all forms, reports, statements, certifications and other documents (including all exhibits, amendments and supplements thereto) required to be filed or furnished by it with the Securities and Exchange Commission (the "SEC") since January 1, 2017 (all such forms, reports, statements, certificates and other documents filed since January 1, 2017 and prior to the date hereof, collectively, the "Company SEC Documents"). As of their respective filing dates (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such amendment or superseding filing), each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended, and the regulations promulgated thereunder (the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the applicable rules and regulations promulgated thereunder, (the "Exchange Act") and the Sarbanes-Oxley Act of 2002 and any rules and regulations promulgated thereunder as the case may be, in each case, as in effect on the date so filed or furnished. As of their respective filing dates (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such amendment or superseding filing), the Company SEC Documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading in any material respect.
(b) Except as set forth on Section 3.5(b) of the Disclosure Letter, Seller Parent is in compliance in all material respects with the applicable current listing and corporate governance rules and regulations of The Nasdaq Stock Market LLC ("Nasdaq").
(c) The audited consolidated financial statements of Seller Parent (including any related notes thereto) included in Seller Parent's Annual Reports on Form 10-K filed with the SEC since January 1, 2018, including in each case a consolidated balance sheet, a consolidated statement of operations and comprehensive loss, a consolidated statement of stockholders' deficit and a consolidated statement of cash flows, and accompanying notes (the "Seller Financial Statements"), have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects, as applicable, the consolidated financial position of Seller Parent and its Subsidiaries at the respective dates thereof and the results of their operations and cash flows for the periods indicated. The consolidated balance sheets (including the related notes) included in the Seller Financial Statements fairly present in all material respects the consolidated financial position of Seller Parent and its Subsidiaries as at the respective dates thereof, and the consolidated statements of operations and comprehensive loss, consolidated statements of stockholders' deficit and consolidated statements of cash flows (in each case including the related notes) included in such Seller Financial Statements present fairly in all material respects the consolidated results of operations and comprehensive loss, stockholders' deficit and cash flows