SEC Filings

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

own, directly or indirectly, more than 50% in the aggregate of the relevant voting stock beneficially owned by the group.


Permitted Indebtedness” means:


(a)       Indebtedness evidenced by the Agreement or the other Loan Documents,


(b)       Indebtedness set forth on Schedule 4.14(a) to the Agreement,


(c)       Permitted Purchase Money Indebtedness incurred by a Loan Party not constituting Indebtedness in connection with mortgage financings and capital leases, in an aggregate amount for this clause (c) not to exceed $200,000 outstanding at any time (whether in the form of a loan or a lease) used solely to acquire equipment or other assets used in the Ordinary Course of Business and secured only by such equipment or other assets,


(d)       endorsement of instruments or other payment items for deposit in the Ordinary Course of Business,


(e)       trade accounts payable arising and paid on a timely basis and in the Ordinary Course of Business,


(f)       Indebtedness, if any, arising under Hedge Agreements that are incurred for the bona fide purpose of hedging the interest rate, commodity, or foreign currency risks associated with Borrower’s and its Subsidiaries’ operations and not for speculative purposes,


(g)       [reserved],


(h)       Permitted Intercompany Advances;


(i)       unsecured Indebtedness in respect of bid, performance, appeal and surety bonds, including guarantees or obligations of the Loan Parties with respect to letters of credit supporting such bid, performance and surety bonds or other forms of credit enhancement supporting performance obligations under services contracts, workers’ compensation claims, self-insurance obligations, unemployment insurance, health, disability and other employee benefits or property, casualty or liability insurance, in each case incurred in the Ordinary Course of Business,


(j)       unsecured Indebtedness arising from postpetition agreements to provide for indemnification, adjustment of purchase price, or other similar obligations, in each case, incurred in connection with Permitted Dispositions subject to the limits set forth in the definition thereof,


(k)       unsecured postpetition Indebtedness arising from agreements to provide for indemnification, adjustment of purchase price, earn-outs or other similar obligations to which the seller may become entitled, in each case, incurred in connection with any Investment permitted hereby, to the extent such payment is determined by a final closing balance sheet, working capital calculation or other similar method or such payment depends on the performance of such business or assets after the closing; provided, that, (1) at the time of closing, the amount of any such payment is not determinable or is of a contingent nature and, to the extent such payment thereafter becomes fixed and finally determined, the amount is paid within 60 days thereafter and (2) the only obligor in respect of such Indebtedness is the relevant Subsidiary that is the acquirer or investor, as applicable, in such permitted Investment,


(l)       Indebtedness composing Permitted Investments,


Schedule 1.1

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