SEC Filings

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

encumbrance or restriction of any kind existing under any agreement that extends, renews, refinances, replaces, amends, modifies, restates or supplements the agreements containing the encumbrances or restrictions in the foregoing clauses (a) through (i), or in this clause (j) (provided that the terms and conditions of any such consensual encumbrance or restriction of any kind that limit the actions described in (A) – (D) above are no more restrictive than those under or pursuant to the agreement so extended, renewed, refinanced, replaced, amended, modified, restated or supplemented).


6.16            Agent’s Exercise of Rights and Remedies. Seek to enjoin, hinder, delay or object to the Agent’s exercise of rights and, following an Event of Default, remedies hereunder in any jurisdiction, and, at any proceeding with respect to the Agent’s exercise of rights and remedies, raise any substantive objections, other than to challenge the occurrence of the relevant Event of Default.


6.17            Additional Bankruptcy Matters. Without the Agent’s prior written consent, do any of the following:


(a)                assert or prosecute any claim or cause of action against any of the Secured Parties (in their capacities as such);


(b)                subject to the terms of the Interim DIP Order and the Final DIP Order and subject to Section 9.1, object to, contest, delay, prevent or interfere with in any material manner the exercise of rights and remedies by the Agent or the Lenders with respect to the Collateral following the occurrence of an Event of Default (provided that any Loan Party may contest or dispute whether an Event of Default has occurred); or


(c)                except as expressly provided or permitted hereunder (including, without limitation, pursuant to any “first day” or “second day” orders complying with the terms of this Agreement) or, with the prior consent of the Agent (at the direction of the Required Lenders), as provided pursuant to any other order by the Bankruptcy Court, make any payment or distribution to any non-debtor Affiliate or insider of any of the Debtors outside of the ordinary course of business.


7.                   PRODUCT-RELATED CONTRACTS.


(a)       If an Event of Default shall have occurred and be continuing, the Agent may exercise any Debtor’s rights pursuant to section 365(f) of the Bankruptcy Code with respect to any contract or group of contracts and, subject to the Bankruptcy Court’s approval after notice and hearing, assign any contract or agreement related to any of the Core Assets or Zohydro Assets to which any Loan Party or any of its Subsidiaries is a party (collectively, the "Specified Contracts"), in any such case, such Specified Contract in accordance with section 365 of the Bankruptcy Code notwithstanding any language to the contrary in any of the applicable lease documents or executory contracts.


(b)       If an Event of Default shall have occurred and be continuing, the Agent shall have the right to direct any Debtor that is a party to a Specified Contract to assign such Specified Contract to the Agent, on behalf of the Secured Parties, as collateral for the Secured Obligations and to direct such Debtor to assume such Specified Contract to the extent assumption is required under the Bankruptcy Code as a prerequisite to such assignment. Upon receipt of notice that the Administrative Agent elects to exercise its rights under this Article 7, the Debtors shall (i) promptly file a motion seeking expedited relief and a hearing on the earliest court date available for purposes of, if necessary, assuming such Specified Contract and assigning it to the Agent and (ii) cure any defaults that have occurred and are continuing under such Specified Contract.


(c)       If any Debtor is required to cure any monetary default under any Specified Contract under this Article 7, or otherwise in connection with any assumption of such Specified Contract