SEC Filings

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

 

determined by Buyer, deliver the Treximet Letter of Credit to Buyer, (ii) reimburse Buyer for any Cure Claims (or portion thereof) actually paid by Buyer in respect of each Shared Designated Contract to the extent related to the Treximet Business, (iii) if the Qualified Bidder or any of its Affiliates receive any refund or other amount, or any refund or other amount under any Shared Designated Contract in each case to the extent such refund or other amount results from, arises out of or otherwise relates to the Business (excluding the Treximet Business), the Qualified Bidder shall promptly remit (or cause to be remitted), such refund or amount to the Buyer and (iv) not knowingly take any action (or omit to take any action) that is reasonably likely to result in any Liabilities under a Shared Designated Contract other than Treximet-Related Shared Contract Liabilities that are indemnified or reimbursed by the Qualified Bidder in accordance with this Section 5.16(a). Buyer acknowledges and agrees that, from and after the Closing, it will not knowingly take any action (or omit to take any action) that is reasonably likely to result in any Treximet-Related Shared Contract Liabilities.

 

(b)                In the event the Bankruptcy Court approves a Treximet Sale, from and after the Closing, (i) subject to Section 5.6 if the Buyer or any of its Affiliates receive any refund or other amount, or any refund or other amount that is a Treximet Asset under any Shared Designated Contract in each case to the extent such refund or other amount results from, arises out of or otherwise relates to the Treximet Business (but only to the extent such refund or other amount results from, arises out of or otherwise relates to the Treximet Business), the Buyer shall promptly remit (or cause to be remitted), such amount to the Treximet Buyer; and (ii) Buyer shall indemnify the Qualified Bidder in such Treximet Sale for any Assumed Liabilities under any Shared Designated Contact incurred by such Qualified Buyer to the extent arising out of, resulting from or otherwise relating to the Business (excluding the Treximet Business).

 

Section 5.17               Corporate Existence. The parties acknowledge and agree that nothing in this Agreement or any Ancillary Agreement shall require any Seller to maintain its corporate (or similar) existence, or prevent any Seller from winding down its operations, for more than 30 days following the Closing Date.

 

Article VI
TAX MATTERS

 

Section 6.1                  Transfer Taxes. Any and all value added tax, sales, use, excise, stock transfer, real property transfer, transfer stamp, registration, documentary, recording or similar Taxes payable solely as a result of the sale or transfer of the Transferred Assets and the assumption of the Assumed Liabilities pursuant to this Agreement ("Transfer Taxes") shall (to the extent not subject to an exemption under the Bankruptcy Code) be borne equally by the Buyer, on the one hand, and by the Sellers, on the other hand. The Sellers and the Buyer shall use commercially reasonable efforts and cooperate in good faith to mitigate, reduce, or eliminate any such Transfer Taxes. All Tax Returns with respect to Transfer Taxes shall be timely filed by the party responsible for such filing under applicable Law.

 

Section 6.2                  Tax Cooperation. The Buyer and the Sellers agree to furnish or cause to be furnished to each other, upon reasonable request, as promptly as practicable, such information and assistance relating to the Business, the Transferred Assets and the Assumed Liabilities as is reasonably necessary for the filing of all Tax Returns, the making of any election relating to

 

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