|PERNIX THERAPEUTICS HOLDINGS, INC. filed this Form 8-K on 02/27/2019|
agreed to be bound by the terms of the Intercreditor Agreement, which is binding and enforceable against the DIP Loan Parties.
(xiii) No Claims. The Debtors have no valid claims (as such term is defined in Bankruptcy Code section 101(5)) or causes of action against, or with respect to, the Prepetition Revolving Lenders, Prepetition Term Lenders, Nalpropion (collectively, with the Prepetition Revolving Lenders and the Prepetition Term Lenders, the “Prepetition Secured Parties”), the Prepetition Agents, the Prepetition Treximet Notes Trustee or the Prepetition Treximet Noteholders under any agreements by and among the Debtors and any party that is in existence as of the Petition Date, including without limitation, any challenge, recharacterization, subordination, avoidance or other claims arising under or pursuant to Bankruptcy Code sections 105, 510, 541 or 542 through 553, other than any claim that constitutes a right to payment arising pursuant to and in accordance with the terms of the Services Agreement (as defined in the Sedor Declaration) or the TSA. As of the date hereof, the net balance of such claims due and owing to the Debtors by Nalpropion under the Services Agreement or the TSA is equal to $0.
(xiv) Indemnity. The Debtors shall indemnify and hold harmless the DIP Agent, the DIP Lenders and each other Indemnified Person (as defined in the DIP Credit Agreement) in accordance with the terms and conditions of the DIP Credit Agreement.
(xv) Release. The Debtors hereby stipulate and agree that they forever and irrevocably release, discharge and acquit the DIP Agent, Prepetition Agents, Prepetition Treximet Notes Trustee, all former, current and future Prepetition Secured Parties, Prepetition Treximet Noteholders and DIP Lenders, in each case in their capacities as such, and each of their respective successors, assigns, affiliates, subsidiaries, parents, officers, shareholders, directors, employees, attorneys and agents, past, present and future, and their respective heirs,