|PERNIX THERAPEUTICS HOLDINGS, INC. filed this Form 8-K on 02/19/2019|
"Company Group" means Seller Parent and its Subsidiaries.
"Competing Bid" shall mean any bid contemplating an Alternative Transaction.
"Contract" means any contract, agreement, Lease, insurance policy, capitalized lease, license, sublicense, sales order, purchase order, instrument, or other commitment, that is binding under applicable Law.
"control," including the terms "controlled by" and "under common control with," means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, as trustee or executor, as general partner or managing member, by contract or otherwise.
"Cure Claims" means amounts that must be paid and obligations that otherwise must be satisfied, pursuant to Sections 365(b)(1)(A) and (B) of the Bankruptcy Code, in connection with the assumption and assignment of the Transferred Contracts to be assumed and assigned to the Buyer, as determined (other than in the case of any Transferred Contracts that may be assumed and assigned pursuant to Section 5.6) pursuant to the process set forth in the Sale Procedures Order.
"Designated Contract Make-Whole Amount" means, with respect to each Designated Contract, an amount in cash equal to a good-faith estimate (as determined by Seller Parent in its reasonable discretion) of the Liabilities as of the Closing under such Contract of the type included in the calculation of Net Product Working Capital that are calculated in accordance with the Accounting Principles and the Reference Balance Sheet and will have administrative priority in the cases, and that, had such Contract been rejected by Sellers effective as of the Petition Date, would have either (a) not had administrative priority status or (b) not have arisen at all, in each case assuming the Sellers would use commercially reasonable efforts to mitigate such Liabilities from and after the Closing (but, for the avoidance of doubt, including all Liabilities that would arise out of, result from, or otherwise relate to, such mitigation efforts).
"Designated Contracts" means the Contracts described on Section 1.1(a).
"DIP Credit Agreement" means that certain Senior Secured Superpriority Debtor-In-Possession Credit Agreement, dated on or about the date hereof, by and among the Seller Parent, as the borrower, and the DIP Secured Parties party thereto from time to time.
"DIP Loan Document" means the "Loan Documents" as defined in the DIP Credit Agreement.
"DIP Loan Parties" means the "Loan Parties" as is defined in the DIP Credit Agreement.
"DIP Obligations" has the meaning given to it in the Interim DIP Order as it may be modified by the Final DIP Order.
"DIP Secured Parties" means, collectively, the DIP Lenders and the DIP Agent (as defined in the Interim DIP Order, and as such definitions may be modified by the Final DIP Order).