|PERNIX THERAPEUTICS HOLDINGS, INC. filed this Form 8-K on 02/19/2019|
extent collected or otherwise reflected in the allowances for doubtful accounts or returns reserve as provided for in the Seller Financial Statements or, with respect to the Transferred Assets, as reflected in the Net Product Working Capital.
(b) The Inventory is, in all material respects, of a quality and quantity usable and, in the case of finished goods, saleable, in the Ordinary Course of Business, except for obsolete, damaged, defective or slow moving items as reflected in the reserves in the Seller Financial Statements.
Section 3.19 Customers and Suppliers.
(a) Listed in Section 3.19(a) of the Disclosure Letter are (i) (i) the ten (10) largest customers of the Business, taken as a whole by revenue for the year ended December 31, 2018. As of the date hereof, no Seller has received any written notice, or to the Knowledge of the Sellers, oral notice, that any of the customers listed on Section 3.19(a) of the Disclosure Letter has materially decreased since January 1, 2018, or will materially decrease, its purchase of the products, equipment, goods and services of the Business. From January 1, 2018, to the date hereof, to the Knowledge of Sellers, there has been no termination, cancellation, or material limitation of, or any material modification or change in, the business relationship between any Seller and any customer listed on Section 3.19(a) of the Disclosure Letter.
(b) Listed in Section 3.19(b) of the Disclosure Letter are the ten (10) largest suppliers of services, raw materials, supplies, merchandise and other goods for the Business, taken as a whole by cost for the year ended December 31, 2018. As of the date hereof, no Seller has received any written notice or, to the Knowledge of the Sellers, oral notice that any such supplier will not provide such services or sell such raw materials, supplies, merchandise and other goods to the Business at any time after the Closing on terms and conditions materially similar to those used in its current sales to the Sellers, subject only to general and customary price increases or decreases and the effects of the filing and administration of the Bankruptcy Cases.
Section 3.20 Certain Payments. Since January 1, 2017, none of the Sellers (nor, to the Knowledge of the Sellers, any of their respective directors, executives, representatives, agents or employees, in the course of their actions for, or on behalf of, any of the Sellers) (a) has used or is using any corporate funds for any illegal contributions, gifts, entertainment or other unlawful expenses relating to political activity; (b) has used or is using any corporate funds for any direct or indirect unlawful payments to any foreign or domestic governmental officials or employees; (c) has violated or is violating any material provision of the Foreign Corrupt Practices Act of 1977; (d) has established or maintained, or is maintaining, any unlawful fund of corporate monies or other properties; or (e) has made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment of any nature to any foreign or domestic government official or employee.
Section 3.21 Brokers. Except for Guggenheim Securities, LLC and Ducera Partners LLC, the fees, commissions and expenses of which will be paid by the Sellers, no broker, finder or investment banker engaged by or on behalf of the Sellers is entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated hereby.