SEC Filings

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

 

Section 9.12               Disclosure Generally. Notwithstanding anything to the contrary contained in the Disclosure Letter or in this Agreement, the information and disclosures contained in any Disclosure Letter shall be deemed to be disclosed and incorporated by reference in any other Disclosure Letter as though fully set forth in such Disclosure Letter for which applicability of such information and disclosure is reasonably apparent on its face. The information contained in this Agreement and in the Disclosure Letter and Exhibits hereto is disclosed solely for purposes of this Agreement, and no information contained herein or therein shall be deemed to be an admission by any party hereto to any third party of any matter whatsoever (including any violation of Law or breach of contract). Such information and the dollar thresholds set forth herein shall not be used as a basis for interpreting the terms "material" or "Material Adverse Effect" or other similar terms in this Agreement.

 

Section 9.13               Personal Liability; Non-recourse. This Agreement shall not create or be deemed to create or permit any personal liability or obligation on the part of any direct or indirect stockholder of the Sellers or the Buyers or any officer, director, employee, Representative or investor of any Party hereto. The Sellers covenant, agree and acknowledge that, except for the express obligations of the Commitment Parties and any Permitted Commitment Party Assignee under the Commitment Letters and the obligations of Buyer under this Agreement and any Ancillary Agreement, in each case on the terms and subject to the conditions set forth herein and therein, no Commitment Party Related Person has any obligation under the Commitment Letters, this Agreement or any document or instrument delivered in connection herewith or therewith or the transactions contemplated hereby or thereby and, notwithstanding that a Commitment Party may be a partnership or limited liability company, no recourse under the Commitment Letters, this Agreement or any document or instrument delivered in connection herewith or therewith or in connection with the transactions contemplated hereby or thereby shall be had against any Commitment Party Related Person, as such, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any Commitment Party Related Person, as such, for any obligations of the Commitment Parties under the Commitment Letters or of Buyer under this Agreement or any documents or instruments delivered in connection herewith or therewith or in connection with the transactions contemplated hereby or thereby, or for any claim based on, in respect of, or by reason of such obligation or their creation. For purposes of this Agreement, "Commitment Party Related Person" means (i) any Permitted Commitment Party Assignee (as defined in the respective Commitment Letter), (ii) any former, current or future director, officer, employee, agent, general or limited partner, manager, member, shareholder or Affiliate of a Commitment Party or any Permitted Commitment Party Assignee or (iii) any former, current or future director, officer, employee, agent, general or limited partner, manager, member, shareholder, or Affiliate of any of the Persons referred to in clause (ii) above.

 

Section 9.14               Assignment; Successors. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by any Seller without the prior written consent of the Buyer, and by the Buyer without the prior written consent of Seller Parent, and any such assignment without such prior written consent shall be null and void; provided, however, that no assignment shall limit the assignor's obligations hereunder. Notwithstanding the foregoing, Buyer may,

 

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