SEC Filings

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

Schedule 3.1


Conditions Precedent to Closing Date Loan


The occurrence of the Closing Date and the obligation of each Lender to make the Closing Date Loans provided for hereunder is subject to the fulfillment, to the satisfaction of Agent and each Lender, of each of the following conditions precedent (the making of such initial extensions of credit by a Lender being conclusively deemed to be its satisfaction or waiver of the conditions precedent):


(a)                [Reserved];


(b)                Agent shall have received each of the following documents, in form and substance satisfactory to Agent, duly authorized, executed and delivered by each of the parties thereto, and each such document shall be in full force and effect:


(i)                 the Guaranty and Security Agreement,


(ii)               the Intercompany Subordination Agreement,


(iii)             a completed Perfection Certificate for each of the Loan Parties, and


(iv)              Notes executed by the Borrower for the account of each Lender which has requested a note at least three (3) Business Days prior to the Closing Date;


(c)                Agent shall have received a certificate from the Secretary of each Loan Party (i) attesting to the resolutions of its Board of Directors authorizing its execution, delivery, and performance of the Loan Documents to which it is a party, (ii) authorizing its Authorized Persons to execute the same, and (iii) attesting to the incumbency and signatures of such Authorized Persons;


(d)                Agent shall have received copies of each Loan Party’s Governing Documents, as amended, modified, or supplemented to the Closing Date, which Governing Documents shall be certified by the Secretary of such Loan Party and with respect to Governing Documents of a Loan Party that are charter documents, certified (if applicable in such Loan party’s jurisdiction of formation) as of a recent date (not more than 30 days prior to the Closing Date) by the appropriate government official;


(e)                To the extent available in the relevant jurisdiction, Agent shall have received a certificate of good standing (or equivalent, to the extent the concept is applicable) as of a recent date with respect to each Loan Party, such certificate to be issued by the relevant authority of the jurisdiction of organization of such Loan Party;


(f)                 Agent shall have received an opinion of the Loan Parties’ counsel in form and substance reasonably satisfactory to the Required Lenders;


(g)                Borrower shall have paid all Lender Group Expenses incurred in connection with the transactions evidenced by the Agreement and the other Loan Documents to the extent invoiced at least three (3) Business Days prior to the Closing Date;


(h)                Agent shall have received the following, each of which shall be original, .PDF or facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, each properly executed, where applicable, and each in form and substance reasonably satisfactory to the Required Lenders:


(i)       a Notice of Borrowing with respect to the Closing Date Loans, executed


Schedule 3.1

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