SEC Filings

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

immediately respond to detected violations of the RCP. Each Loan Party and each of their respective Subsidiaries shall modify such RCPs from time to time, as may be necessary to ensure continuing compliance with all applicable Health Care Laws. Upon request, the Agent (and/or its consultants) shall be permitted to review such RCPs.


(d)                Borrower shall provide to Agent upon request, an accurate, complete and current list of all third party rebate agreements with respect to the business of the Loan Parties and their Subsidiaries.


5.17            Use of Proceeds. Borrower shall, and shall cause its Subsidiaries to, use the proceeds of (i) the Closing Date ABL Refinancing Loan to repay all outstanding loans under the Prepetition Revolving Credit Agreement, together with all accrued and unpaid interest on such loans and the accrued and unpaid unused line fee thereunder on the Closing Date and (ii) the Closing Date General Purpose Loans to pay the fees, costs and expenses incurred in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and for general corporate purposes, in each case, consistent with the Approved Budget, subject to Permitted Variances. Borrower shall, and shall cause its Subsidiaries to, use the proceeds of each Delayed Draw Loan for working capital and general corporate purposes consistent with the Approved Budget, subject to Permitted Variances.


5.18            Post-Closing Obligations. Subject to Section 3.7 (with respect to grace periods, notice periods and extensions provided for therein), the Loan Parties shall execute and deliver the documents and complete the tasks set forth on Schedule 5.18, in each case within the time periods specified therefor.


5.19            [Reserved].


5.20            Final DIP Order. Not later than the earlier of (i) the expiration of the Interim DIP Order and (ii) 45 days after the entry of the Interim DIP Order, the Final DIP Order shall have been entered by the Bankruptcy Court and shall be in full force and effect and, after such entry, shall not have been (A) vacated, stayed or reversed or (B) modified or amended in a material manner except as otherwise agreed to in writing by the Agent and the Required Lenders in their reasonable discretion.


5.21            Proceedings. Within fifteen days after the end of each calendar month, deliver to the Agent a schedule of any unstayed proceeding not previously disclosed involving any alleged liability of, or claims against, any Loan Party or Subsidiary thereof, equal to or greater than $500,000, and promptly after request by the Agent, such other information as may be reasonably requested by the Agent to enable the Agent and its counsel to evaluate any such proceedings.


5.22            Certain Bankruptcy Matters.


(a)                Borrower shall, and shall cause its Subsidiaries to, ensure that each of the Milestones is achieved in accordance with the applicable timing referred to in Schedule 5.22; provided, that such timing may be extended upon mutual agreement between Borrower and the Lenders or to the extent necessary to accommodate the Bankruptcy Court’s availability. All orders entered in accordance with the Milestones shall in each case be in form and substance reasonably satisfactory to the Agent and the Lenders.


(b)                Borrower and each of the other Debtors shall comply in all material respects with all of the requirements and obligations set forth in the orders approving the Debtors’ “first day” and “second day” relief obtained in any of the Cases, including complying with the requirements of the cash management order in all material respects.


(c)                Borrower and each of the other Debtors shall cause all payments required to be