|PERNIX THERAPEUTICS HOLDINGS, INC. filed this Form 8-K on 02/19/2019|
(I) The Sellers amend or file a motion seeking authority from the Bankruptcy Court to amend or modify this Agreement or any Ancillary Agreement unless such amendment is consistent with the Term Sheet; or
(J) The Bankruptcy Court enters an order or grants a request to amend or modify this Agreement or any Ancillary Agreement unless such amendment or modification is consistent with the Term Sheet.
(iv) by Seller Parent, if:
(A) Sellers are not in material breach of this Agreement and the Buyer breaches or fails to perform in any respect any of its representations, warranties or covenants contained in this Agreement or any Ancillary Agreement and such breach or failure to perform (A) has rendered the satisfaction of any condition set forth in Section 7.2 impossible and (B) Buyer has failed to cure such breach within fifteen (15) days following receipt of notification thereof by Seller; or
(B) the Closing shall not have occurred by the Outside Date; provided, that the right to terminate under this Section 8.1(a)(iv)(B) shall not be available to the Seller Parent if any Seller shall have been the cause of the failure of the Closing to occur on or prior to such date; provided, that notwithstanding anything to the contrary herein, under no circumstances may the Outside Date may be extended without the mutual agreement of the Parties; provided, further, that if the Outside Date would otherwise fall on a day that is not a Business Day it will fall on the next day that is a Business Day.
(b) The Party seeking to terminate this Agreement pursuant to this Section 8.1 (other than Section 8.1(a)(i)) shall, if such Party is Seller Parent, give prompt written notice of such termination to the Buyer, and if such Party is a Buyer, give prompt written notice of such termination to the Sellers.
Section 8.2 Effect of Termination.
(a) In the event of termination of this Agreement as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability on the part of any Party except (i) for the provisions of Section 3.21 and Section 4.5 relating to broker's fees and finder's fees, Section 5.7 relating to public announcements, Section 9.2 relating to fees and expenses, Section 9.6 relating to notices, Section 9.9 relating to third-party beneficiaries, Section 9.10 relating to governing law, Section 9.11 relating to submission to jurisdiction, Section 9.15 relating to enforcement and this Article VIII and (ii) that nothing herein shall relieve any Party from liability for Fraud or any willful and intentional material breach of this Agreement or any Ancillary Agreement; provided, that the Sellers shall not be liable for any breach of their Competing Bid Obligations.
(b) If, following entry of the Sale Procedures Order, this Agreement is terminated in the circumstances set forth in Section 8.3(a), then the Sellers, jointly and severally, shall pay to Buyer the Expense Reimbursement Amount, as applicable, subject to and in accordance with Section 8.3(a) and Section 8.3(b), and Buyer' right to enforce payment thereof shall survive the termination of this Agreement.