SEC Filings

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


(ix)               any Contract with the customers and suppliers required to be listed on Section 3.19(a) or Section 3.19(b) of the Disclosure Letter;


(x)                any Contract with a sole source supplier, pursuant to which such supplier provides to a Seller equipment, materials or services that are necessary for the sale, performance, manufacturing or support of the Business;


(xi)               [intentionally omitted];


(xii)             any irrevocable power of attorney given by any Seller (or any of their Subsidiaries) to any Person for any purpose whatsoever with respect to any Seller (or any of their Subsidiaries); and


(xiii)           any material agreement relating to any strategic alliance, joint development, joint marketing, partnership, joint venture or similar arrangement.


(b)                Except as set forth on Section 3.17(b) of the Disclosure Letter Sellers have made available to Buyer a true, correct and complete copy of each Contract listed on Section 3.17 of the Disclosure Letter, as amended to date. As of the date hereof each Material Contract is, and as of the Closing Date and subject to approval of the Bankruptcy Court, assuming payment of the Cure Amounts, each Transferred Contract will be, valid and binding on the Sellers and, to the Knowledge of the Sellers, the counterparties thereto, and in full force and effect, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law. As of the date hereof, to the Knowledge of the Sellers, no party has repudiated in writing any material provision of a Material Contract or given written notice that a Material Contract has terminated or will be terminating and, excluding the effect of the Bankruptcy Case, no Seller is in breach of, or default under, in any material respect, a Material Contract to which it is a party. As of the date hereof, except for violations, breaches or defaults which have been cured and for which no Seller has any Liability, or which will be cured as a result of the payment of the applicable Cure Amount, no Seller and, to the Knowledge of the Sellers, no other party to any Material Contract, has breached or defaulted in any material respect under, or has improperly terminated, revoked or accelerated, any Material Contract, and there exists no condition or event which, after notice, lapse of time or both, would constitute any such breach, default, termination, revocation or acceleration, in each case except as would not reasonably be expected to be material to the Business (taken as a whole).


Section 3.18               Accounts Receivable; Inventory.


(a)                 The accounts receivable shown in the Seller Financial Statements or that constitute Transferred Assets arose in the Ordinary Course of Business. Allowances for doubtful accounts set forth in the Seller Financial Statements have been prepared and recorded in accordance with GAAP and in accordance with the past practices of the Sellers. The accounts receivable constituting Transferred Assets are not subject to any material claim of offset, recoupment, set off or counter-claim and, to the Knowledge of the Sellers, there are no specific facts or circumstances that would give rise to any such claim in any such case, except to the