|PERNIX THERAPEUTICS HOLDINGS, INC. filed this Form 8-K on 02/19/2019|
disclose any information to the Buyer or its Representatives if such disclosure would reasonably be expected to adversely affect any attorney-client or other legal privilege or contravene any applicable Laws.
(b) For a period of one (1) year following the Closing Date, upon reasonable request, the Seller shall afford the Buyer and its Representatives reasonable access during normal business hours to the books and records (including Tax records) of the Sellers and the Buyer shall afford the Sellers and its Representatives reasonable access during normal business hours to the Books and Records.
(c) By no later than March 30, 2019, Sellers shall deliver or cause to be delivered to Buyer (i) an unaudited consolidated monthly balance sheet and related consolidated statements of income and cash flows for the month ended February 28, 2019, in each case prepared in accordance with GAAP applied on a consistent basis throughout the periods involved and in a manner consistent with the Unaudited Financial Statements; and (ii) a written statement setting forth Sellers' good faith estimate of the Excess Cash Amount, Net Product Working Capital, Seller-Paid Buyer Taxes and Unpaid Seller Taxes as of February 15, 2019 and February 28, 2019, together with reasonable supporting evidence that such estimate has been prepared in accordance with the Accounting Principles and the Reference Statement. Sellers shall deliver or cause to be delivered the aforementioned information for each subsequent month-end following February 2019 by no later than 25 days after the end of such month.
Section 5.3 Notification of Certain Matters. Until the Closing, each party hereto shall promptly notify the other party in writing of any fact, change, condition, circumstance or occurrence or nonoccurrence of any event of which it is aware that will or is reasonably likely to result in any of the conditions set forth in Article VII of this Agreement becoming incapable of being satisfied.
Section 5.4 Employee Matters.
(a) Sellers shall update the Employee Census as of five (5) days prior to the Closing Date. Within ten (10) days prior to the anticipated Closing Date, Sellers shall provide the Buyer with a list of any applicable individuals who are expected to be Qualified Leave Recipients as of the Closing Date and shall update that list from time to time through the Closing Date as necessary.
(b) Prior to the Closing, the Buyer shall provide (or cause one of its Affiliates to provide) to each Business Employee set forth in Section 5.4(b) of the Disclosure Letter (other than a Qualified Leave Recipient) an offer of employment on an "at will" basis, in each case to commence immediately following the Closing. With respect to each Qualified Leave Recipient set forth in Section 5.4(b) of the Disclosure Letter, Buyer shall provide (or cause one of its Affiliates to provide) such Qualified Leave Recipient an offer of employment on an "at will" basis, in each case to commence on the date of his or her return to active employment; provided, that such Qualified Leave Recipient returns to active status within ninety (90) days following the Closing Date, or such longer period of time required by applicable Law. Each Business Employee who accepts an offer of employment made pursuant to this Section 5.4 and who becomes an active employee of the Buyer or of one of its Affiliates shall be a "Transferred