|PERNIX THERAPEUTICS HOLDINGS, INC. filed this Form 8-K on 02/27/2019|
(p) (i) All of the material “first day” orders and all related pleadings (including a cash management order and any order establishing procedures for the administration of any of the Cases) shall have been entered by the Bankruptcy Court at the time of the commencement of the Cases (and if any such orders or pleadings shall not have been entered by the Bankruptcy Court, the form of such orders and pleadings have been submitted to the Bankruptcy Court for approval together with all motions and documents in connection with such orders), and, in each case, shall be in form and substance reasonably satisfactory to Agent and shall provide the relief requested therein at the time of the commencement of the Cases, and (ii) none of such orders shall have been amended or modified in a material manner except as otherwise agreed to in writing by Agent in its reasonable discretion;
(q) Not later than 5 days following the Petition Date, entry of an order of the Bankruptcy Court that is satisfactory in form and substance to the Lenders and Agent in their or its sole discretion, as applicable (it being understood and agreed that an order in the form set forth as Exhibit I-2 to the Agreement shall, if entered by the Bankruptcy Court be deemed to be acceptable to the Lenders and Agent) (the “Interim DIP Order”; and the date on which the Interim DIP Order is entered, the “Interim DIP Order Entry Date”) on an application or motion by the Debtors that is satisfactory in form and substance to the Lenders and Agent in their or its sole discretion, as applicable, which Interim DIP Order shall have been entered on such prior notice to such parties as may be satisfactory to the Lenders and Agent in their or its sole discretion, as applicable, which Interim DIP Order shall not have been vacated, reversed, modified, amended or stayed in a manner materially adverse to Agent, except as otherwise agreed to in writing by Agent in its reasonable discretion;
(r) Borrower shall have retained a financial advisor acceptable to the Lenders and Agent (provided, that the Lenders and Agent each acknowledge that Guggenheim Securities, LLC is acceptable) and Agent and Lenders shall have been provided reasonable access to such financial advisor; and
(s) There shall be no actions, suits, or proceedings pending or, to the knowledge of Borrower, after due inquiry, threatened in writing against a Loan Party or any of its Subsidiaries that that challenge any Loan Document or any transaction contemplated by this Agreement or the other Loan Documents.
(t) The Loan Parties shall have entered into the Stalking Horse Sale Agreement and delivered a true and correct copy thereof to the Agent.