|PERNIX THERAPEUTICS HOLDINGS, INC. filed this Form 8-K on 02/19/2019|
defined under Section 414(m) of the Code); or (d) any group specified in Treasury Regulations promulgated under Section 414(o) of the Code, any of which includes or included any Seller.
"Excess Cash Amount" means an amount (determined in accordance with Section 2.8) in cash equal to the sum of (i) 80% of all cash proceeds generated (or to be generated under committed cash bids) by the sale of any Collateral and (ii) the amount by which (a) (x) all other cash (including any uncleared checks, wire transfers and drafts deposited for the account of any Seller but excluding any issued but uncleared checks, wire transfers and drafts written or issued by any Seller) held by the Sellers or their estates as of the date of the Auction minus (y) without duplication (A) the amount of any unpaid claims owed to Nalpropion as of such date and (B) the amount of all Cure Claims paid or required to be paid by the Sellers (in each case of the foregoing clauses (A) and (B), solely to the extent that the payment of such claims is not provided for in the Approved Budget), exceeds (b) the projected cash balances of the Sellers set forth in the Approved Budget as of such date (on a pro forma basis accounting for professional fees attendant to Closing and applicable terminable items), in each case of the foregoing clauses (i) and (ii), excluding all Pernix Ireland DAC Cash.
“Excluded Designated Contract” means each Designated Contract that Buyer has not designated (or has designated and subsequently removed) as a Transferred Contract pursuant to Section 2.6(d) (it being understood and agreed, for the avoidance of doubt, that any Designated Contract that is not a Transferred Contract as of the Closing shall be an Excluded Designated Contract).
"FDA" means the United States Food and Drug Administration, and any successor thereto.
"FFDCA" means the Federal Food, Drug and Cosmetic Act, 21 USC Section 301, et seq.
"Final DIP Order" means an order, in form and substance reasonably acceptable to the Buyer, entered by the Bankruptcy Court authorizing the Sellers to, among other things, enter into the DIP Credit Agreement and to incur the DIP Obligations on a final basis.
"Final Order" means an order of the Bankruptcy Court or any other court of competent jurisdiction (a) as to which the time to appeal shall have expired and as to which no appeal shall then be pending or (b) if a timely appeal shall have been filed or sought, either (i) no stay of the Order shall be in effect, (ii) no motion or application for a stay of the Order shall be filed and pending or such motion or application shall have been denied, or (iii) if such a stay shall have been granted, then (A) the stay shall have been dissolved or (B) a final order of the district court or circuit court having jurisdiction to hear such appeal shall have affirmed the Order and the time allowed to appeal from such affirmance or to seek review or rehearing (other than a motion pursuant to Rule 60(b) of the Federal Rules of Civil Procedure) thereof shall have expired and the taking or granting of any further hearing, appeal or petition for certiorari shall not be permissible, and if a timely appeal of such district court or circuit court Order or timely motion to seek review or rehearing of such Order shall have been made, any appellate court having jurisdiction to hear such appeal or motion (or any subsequent appeal or motion to seek review or rehearing) shall have affirmed the district court's (or lower appellate court's) order upholding the Order of the Bankruptcy Court and the time allowed to appeal from such affirmance or to seek