SEC Filings

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


shall cooperate fully with the DIP Lenders and the Prepetition Secured Parties in their exercise of rights and remedies under this Interim Order (including, without limitation, paragraph 30 herein), DIP Loan Documents, Prepetition Financing Documents, and the Intercreditor Agreement, as applicable.


30.              Assignment of Specified Contracts. As a requirement and precondition to the DIP Lenders’ willingness to fund the Debtors’ Chapter 11 Cases, permit the use of Cash Collateral, and in furtherance of the Superpriority Claims, which are payable from, among other things, all of the Specified Contracts (as defined in the DIP Credit Agreement), the DIP Lenders shall have the following protections with respect to the Specified Contracts, which protections shall be enforced by the DIP Agent as authorized, approved, and granted pursuant to the provisions of this Interim Order and in accordance with the terms of the DIP Credit Agreement:8


(a)               Remedies Upon a Termination Event. If a Termination Event has occurred and is continuing, the DIP Agent shall, with respect to the Specified Contracts, be permitted, and is hereby authorized: (i) to exercise the Debtors’ rights pursuant to section 365(f) of the Bankruptcy Code with respect to any such Specified Contract(s) and, subject to this Court’s approval after notice and hearing, assign any such Specified Contract(s) in accordance with section 365 of the Bankruptcy Code notwithstanding any language to the contrary in such Specified Contract; (ii) to require any Debtor to complete promptly, pursuant to Section 363 of the Bankruptcy Code, subject to the rights of the DIP Lenders to credit bid pursuant to Bankruptcy Code section 363(k) or otherwise, a sale or disposition of any such Specified



8Until the indefeasible repayment in full in cash of the Prepetition Term Obligations, the Prepetition Term Agent and Prepetition Term Lenders shall be deemed to have the protections afforded the DIP Agent and DIP Lenders, respectively, under this paragraph 30 with respect to the Specified Contract(s) relating to the Prepetition Term Collateral. All references to the DIP Agent and the DIP Lenders solely in this paragraph 30 shall be deemed substituted in their entirety by reference to the Prepetition Term Agent or Prepetition Term Lenders, as applicable.