SEC Filings

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

 

(c)                 With respect to the Business, to the Knowledge of the Sellers, since January 1, 2017, there have been no material Personal Data breaches or material cybersecurity incidents (collectively, "Breaches") subject to any Information Privacy and Security Laws. No notice or claim has been received by any of the Sellers from a third party vendor or any other Person alleging any Breach, including those alleging any breach of the GDPR since January 1, 2017. With respect to the Business, to the Knowledge of the Sellers, none of the Sellers has experienced a loss, or an unauthorized disclosure, use, or breach of data protection, privacy or security, of any Sensitive Data that required notice to any Person (including any Governmental Authorities or parties to any Contract) under any applicable Information Privacy and Security Laws since January 1, 2017. No Person (including any Governmental Authority or parties to any Contract) has commenced any Action relating to any Seller's information privacy or data security practices with respect to the Business or, to the Knowledge of the Sellers, threatened any such Action or made any complaint, investigation, or inquiry relating to such practices since January 1, 2017. None of the Sellers has received any notice, request or other communication from any supervisory authority (as defined in the GDPR), or has been subject to any investigation or proceedings (whether of a criminal, civil or administrative nature) by any competent legal or regulatory authority, in each case relating to its processing of Personal Data with respect to the Business since January 1, 2017.

 

Section 3.16               Environmental Matters.

 

(a)                 Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Sellers and the Business are, and since January 1, 2017 have been, in compliance with all applicable Environmental Laws.

 

(b)                Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Sellers and the Business are, and have since January 1, 2017 been, in compliance with all Environmental Permits required in connection with the conduct or operation of the Business and the ownership or use of the Transferred Assets. All such Environmental Permits are in full force and effect and to the Knowledge of the Sellers, there is no claim or action currently pending or threatened that is or would reasonably be expected to result in a Material Adverse Effect.

 

(c)                 To the Knowledge of Sellers, there is no Environmental Claim pending or threatened against or affecting any Seller or the Business that is or would reasonably be expected to have a Material Adverse Effect.

 

Section 3.17               Material Contracts.

 

(a)                 Except as disclosed in any Company SEC Document filed and publicly available or as set forth on Section 3.17 of the Disclosure Letter (collectively, the "Material Contracts") and except for agreements entered into by any Seller (or any of their Subsidiaries) after the date hereof in accordance with Section 5.1 (each such agreement which would be required to be listed on Section 3.17 of the Disclosure Letter if in effect on the date hereof, also a "Material Contract"), no Seller is party to or bound by:

 

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