SEC Filings

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

provided that Agent shall not exercise such authority unless Borrower or any other Loan Party refuses or fails to execute or deliver any reasonably requested Additional Documents within a reasonable period of time following the request to do so or an Event of Default exists. In furtherance of, and not in limitation of, the foregoing, each Loan Party shall take such actions as Agent or the Required Lenders may reasonably request from time to time to ensure that the Obligations are guaranteed by the Guarantors and are secured by a first priority perfected Lien on all assets of Borrower and the other Loan Parties (if any) of a type that constitute “Collateral” or any similar term (as defined in the Guaranty and Security Agreement or in any Additional Document).

 

(b)       Upon entry into any Material Contract after the Closing Date, involving aggregate consideration payable to or by the Borrower or any of its Subsidiaries of $500,000 or more, the Borrower shall promptly (and in any event within 10 Business Days of entry thereto) notify the Agent thereof and after reasonably request by Agent, and, in the case of such a Material Contract of a Loan Party, shall serve a notice of assignment, substantially in the form of Schedule 5 to the Guaranty and Security Agreement, on each of the other parties to such Material Contract and shall use reasonable endeavors to procure that, within 30 days of the date of such notice (or such later date as the Agent may agree in its sole discretion), each of those other parties acknowledges that notice, substantially in the form of Schedule 5 to the Guaranty and Security Agreement.

 

(c)       Upon entry into any material Insurance (as defined in the Guaranty and Security Agreement) involving aggregate coverage of $500,000 or more for the assets of the Borrower or any of its Subsidiaries, the Borrower shall promptly (and in any event within 10 Business Days of the execution and delivery by the Borrower or other applicable Loan Party of the contracts evidencing such Insurance (as defined in the Guaranty and Security Agreement)) notify the Agent thereof and after reasonably request by Agent, shall serve a notice of assignment, substantially in the form of Schedule 6 to the Guaranty and Security Agreement, on each of the other parties to such Insurance (as defined in the Guaranty and Security Agreement) and shall use reasonable endeavors to procure that, within 30 days of the date of such notice (or such later date as the Agent may agree in its sole discretion), each of those other parties acknowledges that notice, substantially in the form of Schedule 6 to the Guaranty and Security Agreement.

 

5.13            Zohydro Assets. Borrower shall ensure, and shall cause its Subsidiaries to ensure, at all times that either the Agent or the Prepetition Term Agent maintains a perfected first-priority lien on the Borrower’s and each of its Subsidiaries’ right, title and interest in, to and under Zohydro Assets.

 

5.14            Lender Meetings. Borrower will, at the reasonable request of Agent or of the Required Lenders and upon reasonable prior notice, hold a meeting or conference call (at a mutually agreeable location and time or, in the case of a conference call, at a mutually agreeable time) with all Lenders who choose to participate in such meeting or call at which meeting or call shall be reviewed the financial results and the financial condition of Borrower and its Subsidiaries and the Approved Budget and any proposed modifications thereto or variances therefrom.

 

5.15            Material Contracts.

 

(a)       Each Loan Party will, and each Loan Party will cause its Subsidiaries to, comply with all terms and conditions of and fulfill all obligations under each Material Contract to which any of them is a party, except to the extent the failure to so comply would not result in a Material Adverse Effect. Upon the occurrence of a breach of any such Material Contract by any other party thereto, which is not cured as provided therein, each Loan Party will act in a commercially reasonable way in determining whether and how to enforce its, or its Subsidiary’s, as applicable, rights and remedies thereunder.

 

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