SEC Filings

PERNIX THERAPEUTICS HOLDINGS, INC. filed this Form 8-K on 02/27/2019
Entire Document

buyer, neither of whom is under undue pressure or compulsion to complete the transaction


FATCA” means Sections 1471 through 1474 of the IRC, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof, including any applicable intergovernmental agreement with respect thereto.


FDA” means the U.S. Food and Drug Administration and any Governmental Authority successor thereto.


Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal to, for each day during such period, the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by Agent from three Federal funds brokers of recognized standing selected by it.


Final DIP Order” means an order entered by the Bankruptcy Court substantially in the form of the Interim DIP Order, with only such material modifications as are satisfactory in form and substance to the Agent and the Required Lenders in its or their sole discretion, as applicable, which order shall (x) have been entered and on such prior notice to such parties as may be satisfactory to the Agent and the Required Lenders in its or their sole discretion, as applicable, and (y) not have been, after entry, (A) vacated, reversed, or stayed, or (B) amended or modified except as otherwise agreed to in writing by the Agent and the Required Lenders in its or their sole discretion, as applicable.


Foreign Loan Party” means any Loan Party organized or incorporated under the laws of a jurisdiction outside of the United States.


Funding Date” means the date on which a Borrowing occurs.


GAAP” means generally accepted accounting principles as in effect from time to time in the United States, consistently applied.


Generics Assets” means the products listed on Schedule G-1 to the Agreement.


Governing Documents” means, with respect to any Person, the certificate or articles of incorporation, constitution, by-laws, or other organizational documents of such Person.


Government Drug Rebate Program” means, collectively, the Medicaid Drug Rebate Program with CMS and any individual state drug rebate program administered by any State.


Governmental Authority” means the government of any nation or any political subdivision thereof, whether at the national, state, territorial, provincial, municipal or any other level, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of, or pertaining to, government (including any supra-national bodies such as the European Union or the European Central Bank). The term “Governmental Authority” shall further include any institutional review board, ethics committee, data monitoring committee, or other committee or entity with defined authority to oversee Regulatory Matters or any agency, branch or other governmental body charged with the responsibility and/or vested with the authority to administer and/or enforce any Health Care Laws.


Schedule 1.1

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