|PERNIX THERAPEUTICS HOLDINGS, INC. filed this Form 8-K on 02/27/2019|
allowance by the Court; provided, that notice of any such expenses shall be provided to counsel to the Committee (if any). The Debtors shall pay the uncontested, invoiced, reasonable and documented accrued and unpaid out-of-pocket professional fees and expenses within ten (10) days following the presentment of any invoices to the Debtors and the U.S. Trustee. Any written objection raised by the Debtors or the U.S. Trustee with respect to such invoices (with notice provided to the DIP Agent) within ten (10) days of receipt thereof will be resolved by the Court (absent prior consensual resolution thereof). Pending such resolution, the undisputed portion of any such invoice shall be promptly paid by the Debtors. Such fees and expenses shall not be subject to any offset, defense, claim, counterclaim or diminution of any type, kind or nature whatsoever.
(a) Carve-Out. Upon the DIP Agent’s issuance of a Default Notice (as defined below), all liens, claims and other security interests held by any party, including the Superpriority Claims, Adequate Protection Liens, DIP Liens, Prepetition Liens and Prepetition Treximet Notes Liens shall remain subject and subordinate to the payment of the Carve-Out. “Carve-Out” shall mean the sum of: (i) all fees required to be paid to the Clerk of this Court and to the U.S. Trustee under section 1930(a) of title 28 of the United States Code (without regard to the notice set forth in (iii) below); (ii) all reasonable fees and expenses up to $50,000 incurred by a trustee under section 726(b) of the Bankruptcy Code (without regard to the notice set forth in (iii) below); (iii) subject to the terms of this Interim Order, to the extent allowed at any time, whether by interim order, procedural order, or otherwise, all unpaid fees and expenses (the “Allowed Professional Fees”) incurred by persons or firms retained by the Debtors pursuant to section 327, 328 or 363 of the Bankruptcy Code (the “Debtor Professionals”) and the Committee