|PERNIX THERAPEUTICS HOLDINGS, INC. filed this Form 8-K on 02/27/2019|
Order will have been entered and will not have been stayed, amended in a material manner, vacated, reversed or rescinded except as approved by the Agent and the Required Lenders, in each case in their sole discretion. On the date of the making of any Loan, the Interim DIP Order (or the Final DIP Order, when applicable) shall have been entered and shall not have been amended in a material manner, stayed, vacated or rescinded except as approved by the Agent and the Required Lenders, in each case in their sole discretion. Upon the maturity (whether by the acceleration or otherwise) of any of the Obligations of the Loan Parties hereunder and under the other Loan Documents, the Lenders shall, subject to the provisions of Section 9.1 and the DIP Orders, be entitled to immediate payment of such Obligations, and to enforce the remedies provided for hereunder, without further application to or order by the Bankruptcy Court.
5. AFFIRMATIVE COVENANTS.
Borrower covenants and agrees that, until termination of all of the Commitments and payment in full of the Obligations (other than contingent indemnification obligations for which no claim has been asserted):
5.1 Financial Statements, Reports, Certificates. Borrower (a) will deliver to Agent each of the financial statements, reports, notices and other items set forth on Schedule 5.1 no later than the times specified therein, (b) agrees that no Loan Party or Subsidiary of a Loan Party will have a fiscal year different from that of Borrower and (c) agrees to maintain, and cause its Subsidiaries to maintain, a system of accounting that enables Borrower to produce financial statements in accordance with GAAP. Borrower will also deliver, or cause the other Debtors to deliver, to Agent (i) as soon as practicable in advance of filing with the Bankruptcy Court or delivering to the Committee, the Final DIP Order and all other proposed orders and pleadings related to the Loans and the Loan Documents, any Reorganization Plan and/or any disclosure statement related thereto (unless such advance notice is impossible or impracticable under the circumstances, in which case the Borrower will deliver, or cause the other Debtors to deliver, such copies no later than substantially simultaneously with the filing with the Bankruptcy Court or delivering to the Committee) and (ii) substantially simultaneously with the filing with the Bankruptcy Court or delivering to the Committee, as the case may be, all other notices, filings, motions, pleadings or other information concerning the financial condition of Borrower or any of its Subsidiaries or other Indebtedness of the Loan Parties or any of their Subsidiaries or any request for relief under Section 363, 365, 1113 or 1114 of the Bankruptcy Code or Section 9019 of the Federal Rules of Bankruptcy Procedure that may be filed with the Bankruptcy Court or delivered to the Committee.
5.2 IP Security Agreements. In order to facilitate filings with the United States Patent and Trademark Office and the United States Copyright Office, and any other intellectual property registry in any other applicable jurisdiction Agent may reasonably request, each Loan Party or Subsidiary of a Loan Party that owns registered Patents, Trademarks or Copyrights shall execute and deliver to Agent one or more short form Intellectual Property security agreements, or supplements thereto, in appropriate form for filing and in a format acceptable to the Agent in its reasonable discretion, to further evidence Agent’s Lien on such Intellectual Property pursuant to the other applicable Loan Documents.
5.3 Existence. Except as otherwise permitted under Section 6.3 or Section 6.4, Borrower will, and will cause each of its Subsidiaries to, at all times preserve and keep in full force and effect such Person’s valid existence and (where applicable) good standing in its jurisdiction of organization and, except as could not reasonably be expected to result in a Material Adverse Effect, good standing with respect to all other jurisdictions in which it is qualified to do business and any rights, franchises, permits, licenses, accreditations, authorizations, or other approvals material to their businesses.
5.4 Maintenance of Properties. Borrower will, and will cause each of its Subsidiaries to, maintain and preserve all of its assets that are necessary or useful in the proper conduct of its business in good working order and condition, ordinary wear, tear, casualty, and condemnation and Permitted