|PERNIX THERAPEUTICS HOLDINGS, INC. filed this Form 8-K on 02/27/2019|
Agreement or other subordination provisions referred to in the definition of Permitted Intercompany Advances), (3) Indebtedness permitted under clauses (c) and (j) of the definition of Permitted Indebtedness,
(ii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be adverse to the interests of the Agent or the Lenders, or
(iii) other than as consented to by the Required Lenders (such consent not to be unreasonably withheld, delayed or conditioned), any Nalpropion Document (as defined in the Prepetition Term Credit Agreement) if the effect of such amendment, change or modification, individually or in the aggregate, (x) would amend, modify, change and/or add any material obligation of the Borrower or any of its Subsidiaries thereunder in a manner adverse to the interests of the Agent or the Lenders or (y) could reasonably be expected to be materially adverse to the interests of the Agent or the Lenders or the Prepetition Term Secured Parties.
(c) Directly or indirectly make any payment on account of any Indebtedness, liabilities, or other obligations of any Loan Party that are owing or due to any Subsidiary that is not a Loan Party, other than with the consent of the Required Lenders.
6.7 Restricted Payments. Borrower will not, and will not permit any of its Subsidiaries to make any Restricted Payment; provided, that, so long as (i) it is permitted by law and (ii) no Default or Event of Default shall have occurred and be continuing or would result therefrom,
(a) any Subsidiary of Borrower may make dividends or distributions to Borrower,
(b) any non-Loan Party Subsidiary may make dividends or distributions to a Loan Party,
(c) any Loan Party may make dividends or distributions to another Loan Party, and
(d) payments owed by a Loan Party expressly permitted by Section 6.6(a), to the extent (i) in accordance with the Approved Budget, subject to Permitted Variances, and (ii) not prohibited by the DIP Orders.
6.8 Accounting Methods. Borrower will not, and will not permit any of its Subsidiaries to modify or change its fiscal year or its method of accounting (other than as may be required to conform to GAAP).
6.9 Investments. Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, make or acquire any Investment or incur any liabilities (including contingent obligations) for or in connection with any Investment except for Permitted Investments.
6.10 Transactions with Affiliates. Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, permit to exist or renew or extend any transaction or arrangement (including, without limitation, the purchase, sale, lease, conveyance, transfer, assignment, distribution, abandonment or exchange of property or assets, or the rendering of any service) with any Affiliate of Borrower or any of its Subsidiaries except for:
(a) transactions (other than the payment of management, consulting, monitoring, or advisory fees) in the Ordinary Course of Business between Borrower or its Subsidiaries, on the one hand, and any Affiliate of Borrower or its Subsidiaries, on the other hand (other than transactions