SEC Filings

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

by an Authorized Person of Borrower and in accordance with the requirements of the Agreement;


(ii)       executed counterparts of the Agreement that, when taken together, bear the signatures of an Authorized Person of Borrower, Agent and each Lender; and


(iii)       executed counterparts of the Guaranty and Security Agreement duly executed by an Authorized Person of each Loan Party party thereto;


(i)       Agent shall have received at least three (3) Business Days prior to the Closing Date, all documentation and other information with respect to the Loan Parties reasonably requested by Agent in writing at least ten (10) Business Days prior to the Closing Date, required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act;


(j)       Borrower and its Subsidiaries shall have received all governmental and third party approvals (including shareholder approvals, landlord consents and other consents) necessary or, in the reasonable opinion of the Required Lenders, advisable in connection with the Agreement or the transactions contemplated by the Loan Documents, which shall all be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose adverse conditions on the Agreement or the transactions contemplated by the Loan Documents;


(k)       All outstanding loans under the Prepetition Revolving Credit Agreement, together with all accrued and unpaid interest on such loans and the accrued and unpaid unused line fee thereunder on the Closing Date, shall have been paid to the Prepetition Revolving Secured Parties on account of such Prepetition Revolving Obligations;


(l)       Agent shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings, to the extent available in the applicable jurisdiction) and judgment filings made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such Persons and in which the chief executive office of each such Person is located, and in such other jurisdictions as may be reasonably required by Agent, together with copies of the financing statements (or similar documents, to the extent available in the applicable jurisdiction) disclosed by such search, and accompanied by evidence satisfactory to the Agent that the Liens indicated in any such financing statement (or similar document) would constitute Permitted Liens or have been or will be contemporaneously with the funding of the initial extension of credit released or terminated;


(m)       Agent and Lenders shall have received the Approved Budget, which shall be acceptable to the Lenders in their reasonable discretion and which shall be substantially similar in form and substance to the proposed budget provided by Borrower to the Lenders on January 4, 2019;


(n)       Borrower and its Subsidiaries shall have commenced the Cases with the Bankruptcy Court and Borrower and its Subsidiaries shall each be a debtor and a debtor-in-possession, the Cases shall not have been converted to one under chapter 7 of the Bankruptcy Code or dismissed under section 1112 of the Bankruptcy Code, and the Bankruptcy Court has not terminated any Debtor’s exclusive right to file a Reorganization Plan;


(o)       No trustee or examiner with expanded powers pursuant to section 1106(b) of the Bankruptcy Code shall have been appointed or designated with respect to any Debtor or its business, properties or assets;


Schedule 3.1

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