|PERNIX THERAPEUTICS HOLDINGS, INC. filed this Form 8-K on 02/19/2019|
(a) Since January 1, 2017, the Business has been conducted in compliance with, and the Sellers have complied with, in all material respects, all applicable Laws relating to the operation of the Business and the Transferred Assets. Since January 1, 2017, no Seller (i) has received any written communication (or, to the Knowledge of Sellers, any other communication) from any Governmental Authority or private party alleging noncompliance in any material respect with any applicable Law or (ii) has incurred any material Liability for failure to comply with any applicable Law. To the Knowledge of Sellers, there is no investigation, proceeding or disciplinary action currently pending or threatened against any Seller by a Governmental Authority, except, in each case, for any such investigation, proceeding or disciplinary action that, if adversely determined, would not reasonably be expected to be material to the Business (taken as a whole). Since January 1, 2017, each Seller has filed all material reports, notifications and other filings required to be filed with any Governmental Authority pursuant to applicable Law, and has paid all material fees and assessments due and payable in connection therewith.
(b) The Sellers are in possession of all permits, licenses, franchises, approvals, certificates, consents, waivers, concessions, exemptions, orders, registrations, notices or other authorizations of any Governmental Authority (the "Permits") necessary for them to own, lease and operate the Transferred Assets and to carry on the Business as currently conducted, except for Permits that the failure to be in possession of would not reasonably be expected to be material to the Business (taken as a whole). All material Permits held by the Sellers are valid and in full force and effect and no Seller is in default under, or in violation of, any such Permit, except for such defaults or violations which would not reasonably be expected, individually or in the aggregate, to materially restrict or interfere with Buyer' ability to operate the Business as currently operated and, to the Knowledge of Sellers, no suspension or cancellation of any such Permit is pending (other than pursuant to its terms or threatened).
Section 3.8 Litigation. Except for the Bankruptcy Case, and any Order entered in the Bankruptcy Case, there is no Action by or against any Seller in connection with the Business or the Transferred Assets pending, or to the Knowledge of the Sellers, threatened that would reasonably be expected to be material to the Business (taken as a whole). No Seller is subject to any outstanding Order of any court or other Governmental Authority, or any settlement with a third party, that would reasonably be expected to be material to the Business (taken as a whole).
Section 3.9 Employee Plans.
(a) Section 3.9 of the Disclosure Letter sets forth a true, complete and correct list of each material Employee Plan. As applicable with respect to each material Employee Plan, the Sellers have made available to the Buyer a true and complete copy of the following documents: (i) the most recent plan document, including all amendments thereto, and in the case of an unwritten plan, a written description thereof and (ii) the current summary description of each material Employee Plan and any material modifications thereto. As applicable with respect to each Assumed Plan, the Sellers shall make available to the Buyer as specified in Section 5.4(d) a true and complete copy of the following documents: (i) all current trust documents and funding vehicles relating thereto, (ii) the most recently filed annual report (Form 5500 and all Sections thereto), (iii) the most recent determination or opinion letter from the IRS, if any, with respect to any Employee Plan intended to be qualified under Section 401(a) of the Code and (iv) the most recent summary annual report and actuarial report.