SEC Filings

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

for the administration of any of the Cases and/or approval of significant transactions, including, without limitation, asset sale procedures, that is not reasonably satisfactory in form and substance to the Agent, or Borrower or any of its affiliates shall seek or support the filing or entry of such an order;


8.23            Actions Contrary to the Agreement. If any Loan Party or Subsidiary thereof shall file a motion or other pleading seeking relief that if granted could reasonably be expected to result in the occurrence of an Event of Default (unless such relief, if granted (or the relevant transaction) would result in payment in full in cash of the Obligations immediately upon consummation of the matter addressed by such motion or pleading, whether pursuant to a plan of reorganization or otherwise);


8.24            Challenges. Any Loan Party or Subsidiary thereof shall challenge, support or encourage a challenge of any payments made to the Agent or any Lender with respect to the Obligations, other than to challenge the occurrence of a Default or Event of Default;


8.25            Grant of Adequate Protection. If an order of the Bankruptcy Court shall be entered granting adequate protection not consented to by the Agent in its sole discretion or any Debtor shall propose or support or fail to oppose the entry of any such order;


8.26            Adequate Protection. Without the consent of the Agent, the filing of any motion by any Debtor seeking approval of (or the entry of an order by the Bankruptcy Court approving) adequate protection to any prepetition agent, trustee or lender that is inconsistent with the Interim DIP Order or the Final DIP Order; or


8.27            Change of Venue. If, unless otherwise approved by the Agent and the Required Lenders, an order of the Bankruptcy Court shall be entered providing for a change in venue with respect to any of the Cases and such order shall not be reversed or vacated within 10 days.


8.28            Sale Agreement. (i) The Stalking Horse Sale Agreement shall be terminated, rescinded or revoked (in whole or in part) by any party thereto and is not replaced by (x) a Replacement Sale Agreement, which Replacement Sale Agreement shall have been entered into within five Business Days thereof or (y) an Overbid Sale Agreement entered into substantially concurrently with the termination of the Stalking Horse Sale Agreement (which Replacement Sale Agreement or Overbid Sale Agreement, as applicable, shall be approved by the Bankruptcy Court no later than the date specified in clause (e) of Schedule 5.22); or (ii) any party to any Sale Agreement shall (x) admit in writing or state publicly its intent not to pursue the transactions contemplated by the Sale Agreement, or (y) act or fail to act in a manner that impairs such party's ability to perform its obligations under, or otherwise constitutes an anticipatory repudiation of, or a breach or default under (to the extent not cured within the applicable grace period), any Sale Agreement unless a Replacement Sale Agreement shall have been entered into within the period referred to in clause (i) above; or (iii) the denial (in whole or in part) by the Bankruptcy Court of any of the relief sought in the sale motion referred to in Schedule 5.22 or in any motion seeking approval of a Replacement Sale Agreement unless the initial relief requested shall be approved by the Bankruptcy Court pursuant to a Sale Order no later than the date specified in clause (e) of Schedule 5.22.


9.                   RIGHTS AND REMEDIES.


9.1               Rights and Remedies. Upon the occurrence and during the continuation of an Event of Default, subject to paragraph 29 of the Interim DIP Order (or, after entry thereof, the corresponding paragraph of the Final DIP Order), Agent may, with the consent of the Required Lenders and, at the instruction of the Required Lenders, shall (in each case under clauses (a) or (b) by written notice to Borrower), in addition to any other rights or remedies provided for hereunder or under any other Loan Document or by applicable law, do any one or more of the following, in each case without further order of or application to the Bankruptcy Court (provided that any party shall be entitled to seek an emergency