|PERNIX THERAPEUTICS HOLDINGS, INC. filed this Form 8-K on 02/27/2019|
made under the Interim DIP Order and the Final DIP Order to be made in accordance therewith and pursuant thereto.
5.23 Assumption and Rejection of Contracts and Leases. Borrower shall provide reasonable advance notice to the Agent prior to any assumption or rejection of any of the Debtors’ material contracts or material non-residential real property leases or any other Transferred Contract (as defined in the Stalking Horse Sale Agreement) pursuant to Section 365 of the Bankruptcy Code.
5.24 Obligations Regarding Sale Process. The Loan Parties (a) shall, and shall cause their respective Subsidiaries to, diligently prosecute the sale motion referred to in Schedule 5.22 (and any other sale motion seeking approval of an Acceptable Alternative Sale Agreement) and take all commercially reasonable steps to obtain entry of the Sale Order by the applicable Milestone and the Sale Procedures Order within the time frame contemplated in such sale motion and (b) shall not, and shall not permit their respective Subsidiaries to, (i) withdraw such sale motion (except in connection with the filing of a new sale motion under Section 363 of the Bankruptcy Code seeking approval of a Replacement Sale Agreement, which motion shall be filed within one Business Day of entering into any such Replacement Sale Agreement) or (ii) agree to, cause or permit any amendment, restatement, supplement or other modification to, or waiver of, any Sale Agreement, the Sale Order or the Sale Procedures Order that could reasonably be expected to be adverse to the Secured Parties (it being understood and agreed that any amendment, restatement, supplement or other modification to, or waiver of, any Sale Agreement, the Sale Order or the Sale Procedures Order that (x) provides for a closing date for any sale transaction later than the Maturity Date or (y) changes the form of consideration for any assets being disposed of shall be considered adverse) without in each case obtaining the prior written consent of the Required Lenders to such amendment, restatement, supplement or other modification or waiver.
6. NEGATIVE 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):
6.1 Indebtedness and Contingent Obligations. Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume, suffer to exist, guarantee, or otherwise become or remain, directly or indirectly, liable with respect to (i) any Indebtedness, except for Permitted Indebtedness or (ii) any Contingent Obligations, except for Permitted Contingent Obligations.
6.2 Liens. (a) Borrower will not, and will not permit any of its Subsidiaries to create, incur, assume, or suffer to exist, directly or indirectly, any Lien on any of its property or assets, of any kind, whether now owned or hereafter acquired, or any income or profits therefrom, except for Permitted Liens and (b) notwithstanding the foregoing, each Loan Party will not, and each Loan Party will not permit any of its Subsidiaries to, create, assume or suffer to exist any consensual Lien securing Indebtedness for borrowed money on the Core Assets or the Zohydro Assets, except pursuant to clause (a) (to the extent constituting Collateral) of the definition of Permitted Liens or otherwise to the extent expressly permitted by the Interim DIP Order or the Final DIP Order entered in compliance with this Agreement.
6.3 Restrictions on Fundamental Changes and Sale and Leaseback Transactions. Borrower will not, and will not permit any of its Subsidiaries to do any of the following, except in compliance with Section 6.4:
(a) enter into any merger, consolidation, reorganization or recapitalization,
(b) liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution),