SEC Filings

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

Schedule 3.2


Conditions Precedent to Each Delayed Draw Loan


The obligation of each Lender to make each Delayed Draw Loan and each Incremental Loan provided for hereunder is subject to the fulfillment of each of the following conditions precedent (the making of such extensions of credit by a Lender being conclusively deemed to be its satisfaction or waiver of the conditions precedent):


1.The proceeds of such Delayed Draw Loan or Incremental Loan shall be used in accordance with Section 5.17 of the Agreement.


2.Borrower shall have paid all Lender Group Expenses incurred in connection with such Delayed Draw Loan or Incremental Loan and the transactions related thereto to the extent invoiced at least two (2) Business Days prior to the Funding Date.


3.Agent shall have received a duly executed Notice of Borrowing with respect to such Delayed Draw Loan or Incremental Loan, executed by an Authorized Person of Borrower and in accordance with the requirements of the Agreement and the amount of such Delayed Draw Loan or Incremental Loan shall be consistent with the Approved Budget then in effect, subject to Permitted Variances, for the two-week period including the relevant Funding Date.


4.Agent shall have received a certificate duly signed by an Authorized Person of Borrower confirming the satisfaction of the conditions set forth in Section 3.3 or Section 3.4, as applicable, and this Schedule 3.2.


5.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 (i) any Loan Document or any transaction contemplated by this Agreement or the other Loan Documents or (ii) to the extent in effect at such time, the Stalking Horse Sale Agreement or the transactions contemplated thereby.


6.The Stalking Horse Sale Agreement shall be in full force and effect at such time or, if the Stalking Horse Sale Agreement has been terminated, one or more other Sale Agreements that are Acceptable Alternative Sale Agreements shall be in full force and effect at such time. The Debtors shall be in compliance in all material respects with the Sale Agreement(s) then in effect (except to the extent such compliance has been waived by the buyer thereunder or as would not give rise to any right of the buyer thereunder to terminate such Sale Agreement).


7.Prior to the satisfaction of the Milestones set forth in clause (c) of Schedule 5.22 to the Agreement, no more than $6,000,000 of Loans shall be made (excluding Closing Date ABL Refinancing Loans), unless otherwise agreed by the Lenders in their sole discretion.


Schedule 3.2

Page - 1