|PERNIX THERAPEUTICS HOLDINGS, INC. filed this Form 8-K on 02/19/2019|
the case of the Sellers with respect to any Contracts identified as Transferred Contracts after the Closing Date make the requisite filings with the Bankruptcy Court and deliver the requisite notices to counterparties under any such Transferred Contracts, in order to assign and transfer such Transferred Asset to the Buyer or its designees or (ii) an Excluded Asset has been conveyed to the Buyer or any of its Affiliates, the Buyer shall (or shall cause its Affiliate to), for no consideration, convey, assign or transfer promptly such Excluded Asset to the Sellers, and the Parties shall execute all other documents and instruments, and take all other lawful actions reasonably requested, in order to assign and transfer such Excluded Asset to Sellers or their designee.
Section 5.7 Public Announcements. On and after the date hereof and through the Closing Date, the Parties shall consult with each other before making any press release, securities filing or otherwise making any public statements with respect to this Agreement or the transactions contemplated hereby, and neither the Buyer nor the Sellers shall make any press release, securities filing or any public statement prior to obtaining the Seller Parent's (in the case of the Buyer) or the Buyer's (in the case of the Sellers) written approval, which approval shall not be unreasonably withheld, except that no such approval shall be necessary to the extent disclosure may be required by applicable Law or any listing agreement of any party hereto.
Section 5.8 Bankruptcy Court Filings and Approval.
(a) Not later than March 3, 2019, Seller Parent and each of the other Sellers shall file voluntary petitions for relief commencing a case under chapter 11 of the Bankruptcy Code in the Bankruptcy Court, and file and serve one or more motions, each in form and substance reasonably acceptable to the Buyer, seeking approval of (i) the DIP Credit Agreement and the related guarantees and liens contemplated to be provided with respect to the DIP Credit Agreement on an interim and final basis, (ii) the Sale Procedures Order and the Sale Order (the motion filed pursuant to this clause (ii), the "Sale Motion") and (iii) the assumption of the Services Agreement (if not earlier terminated).
(b) Not later than five (5) days following the Petition Date, the Bankruptcy Court shall have entered the Interim DIP Order.
(c) Not later than thirty-five (35) days after the Petition Date, the Bankruptcy Court shall have entered the Final DIP Order and the Sale Procedures Order.
(d) Not later than sixty (60) days after the Petition Date, the Auction (if necessary) shall have been held pursuant to the Sale Procedures Order.
(e) Not later than seventy-five (75) days following the Petition Date, the Bankruptcy Court shall have entered the Sale Order.
(f) The Buyer agrees and acknowledges that the Sellers and their Affiliates shall be permitted, and shall be permitted to cause their Representatives, to initiate contact with, solicit or encourage submission of any inquiries, proposals or offers by, respond to any unsolicited inquiries, proposals or offers submitted by, and enter into any discussions or negotiations regarding any of the foregoing with, any Person (in addition to the Buyer and its Affiliates and Representatives) relating to a Competing Bid or a Treximet Bid; provided, that