|PERNIX THERAPEUTICS HOLDINGS, INC. filed this Form 8-K on 02/19/2019|
(B) (1) the Auction has concluded and Buyer was not the Successful Bidder, (2) any of the Sellers enters into a definitive agreement for an Alternative Transaction or consummates any Alternative Transaction, or (3) the Bankruptcy Court enters an Order approving an Alternative Transaction or denying the Sale Motion as it relates to authorizing the Sellers to consummate the transactions contemplated pursuant to this Agreement.
(iii) by the Buyer, if:
(A) the Buyer is not in material breach of this Agreement and the Sellers breach or fail to perform in any respect any of their representations, warranties or covenants contained in this Agreement or any Ancillary Agreement and such breach or failure to perform (A) would give rise to the failure of a condition set forth in Section 7.3, (B) cannot be or has not been cured within fifteen (15) days following delivery of written notice of such breach or failure to perform and (C) has not been waived by the Buyer;
(B) any Milestone has not been satisfied; provided, that the right to terminate under this Section 8.1(a)(iii)(B) shall not be available to the Buyer if the Buyer shall have been the primary cause of the failure of such Milestone to have been satisfied;
(C) the Closing shall not have occurred by the date that is ninety (90) days after the Petition Date (the "Outside Date"); provided, that the right to terminate under this Section 8.1(a)(iii)(C) shall not be available to the Buyer if the Buyer shall have been the primary 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;
(D) if the Bankruptcy Case is dismissed or converted to a case under chapter 7 of the Bankruptcy Code, and neither such dismissal nor conversion expressly contemplates the transactions provided for in this Agreement;
(E) Sellers withdraw or seek authority to withdraw the Sale Motion;
(F) the "Maturity Date" (as defined in the DIP Credit Agreement) occurs and within five (5) Business Days thereof, (A) the Sellers have not obtained replacement financing and/or (B) the Bankruptcy Court has not (1) authorized the Sellers to use cash collateral in an amount sufficient to fund the Sellers through the Closing and (2) enjoined the DIP Secured Parties from exercising remedies under the DIP Loan Documents;
(G) for any reason ((other than as a result of the Buyer's own breach of this Agreement or any Ancillary Agreement) including, without limitation, an order of the Bankruptcy Court), the Buyer is unable, pursuant to Section 363(k) of the Bankruptcy Code, to credit bid any portion of the DIP Obligations or the Prepetition DDTL Obligations.
(H) a trustee, receiver or examiner is appointed with expanded powers beyond those set forth in Section 1106(a)(3) and (4) of the Bankruptcy Code;