|PERNIX THERAPEUTICS HOLDINGS, INC. filed this Form 8-K on 02/19/2019|
them prior to or at the Closing; provided, that the Sellers' performance of Competing Bid Obligations shall be disregarded for the purpose of determining whether this condition has been satisfied.
(b) The Buyer shall have received an executed counterpart of each document listed in Section 2.9(b), signed by each party other than the Buyer (to the extent applicable).
(c) The Bankruptcy Court shall have approved and authorized the assumption and assignment of the Transferred Contracts and the Sellers shall have paid or otherwise satisfied the Cure Claims expressly required to be paid or otherwise satisfied by the Sellers pursuant to Section 2.6.
(d) No "Event of Default" (as such term is defined in the DIP Credit Agreement) shall have occurred and be continuing as of the Closing Date.
(e) Net Product Working Capital shall not be less than an amount equal to the Applicable Projected Net Product Working Capital Forecast Amount less $8,000,000 (eight million dollars). By way of illustration, a Net Product Working Capital of -$100 shall be less than a Net Product Working Capital of -$90.
(f) There shall not have occurred and be continuing any changes, effects or circumstances constituting, or which would reasonably be likely to result in, individually or in the aggregate, a Material Adverse Effect.
(g) The Sellers shall have paid the Excess Cash Amount to the DIP Secured Parties.
(h) All amounts owed to Nalproprion under the Transition Services Agreement shall have been paid.
Section 8.1 Termination.
(a) This Agreement may be terminated at any time prior to the Closing (the date on which this Agreement terminates in accordance with its terms, the "Termination Date"):
(i) by mutual written consent of the Buyer and Seller Parent;
(ii) by either Seller Parent or Buyer, if:
(A) any Governmental Authority shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; provided, that the Party so requesting termination shall have complied with Section 5.5; or