Common use of Authorized Officers Clause in Contracts

Authorized Officers. Xxxxx Xxx, Ph.D. President and Chief Executive Officer Xxxxxx X. Xxxx, Xx. Senior Vice President, Finance and Chief Financial Officer Schedule 6.1(b) Indebtedness None. EXHIBIT 1.1(a) [FORM OF] ACCOUNT DESIGNATION NOTICE TO: Xxxxx Fargo Bank, National Association, as Administrative Agent RE: Credit Agreement, dated as of February 11, 2011 by and among Impax Laboratories, Inc., a Delaware corporation (the “Borrower”), the Guarantors, the Lenders and Xxxxx Fargo Bank, National Association, as Administrative Agent for the Lenders (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”; capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement) DATE: [Date] The Administrative Agent is hereby authorized to disburse all Loan proceeds into the following account, unless the Borrower shall designate, in writing to the Administrative Agent, one or more other accounts: Bank Name: [ ] ABA Routing Number: [ ] Account Number: [ ] [TO BE COMPLETED BY BORROWER] Notwithstanding the foregoing, on the Closing Date, funds borrowed under the Credit Agreement shall be sent to the institutions and/or persons designated on payment instructions to be delivered separately. This Account Designation Notice may, upon execution, be delivered by facsimile or electronic mail, which shall be deemed for all purposes to be an original signature. IMPAX LABORATORIES, INC., a Delaware corporation By: Name: Title: EXHIBIT 1.1(b) [FORM OF] ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the] [each] Assignor identified in item 1 below ([the] [each, an] “Assignor”) and [the] [each] Assignee identified in item 2 below ([the] [each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors] [the Assignees] hereunder are several and not joint.]1 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, [the] [each] Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignee hereby irrevocably purchases and assumes from [the Assignor] [the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s] [the respective Assignors’] rights and obligations in [its capacity as a Lender] [their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor] [the respective Assignors] under the respective facilities identified below (including, without limitation, any letters of credit or guarantees included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)] [the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the] [any] Assignor to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the] [an] “Assigned Interest”). Each such sale and assignment is without recourse to [the] [any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the] [any] Assignor.

Authorized Officers. Xxxxx XxxThe Borrower hereby designates, Ph.D. President appoints, authorizes and Chief Executive Officer Xxxxxx X. Xxxx, Xx. Senior Vice President, Finance and Chief Financial Officer Schedule 6.1(b) Indebtedness None. EXHIBIT 1.1(a) [FORM OF] ACCOUNT DESIGNATION NOTICE TO: Xxxxx Fargo Bank, National Association, as directs each of the officers designated in the certified resolution of the board of directors of the Borrower or the Notice of Authorized Borrowers delivered to the Administrative Agent RE: Credit Agreementon the Closing Date (each, dated as an “Authorized Officer”) to act on behalf of February 11, 2011 by and among Impax Laboratories, Inc., a Delaware corporation (the “Borrower”), Borrower for purposes of giving notice to the Guarantors, the Lenders and Xxxxx Fargo Bank, National Association, as Administrative Agent of requests for Loans and Letters of Credit under Section 2 hereof and for otherwise giving notices under this Agreement or the Lenders other Credit Documents. Borrower may provide the Administrative Agent with an updated Notice of Authorized Borrowers (as amended, modified, extended, restated, replaced, or supplemented in the form of Exhibit G) from time to timetime after the Closing Date, the and in such event, each designated Person noted therein shall be deemed to be “Credit Agreement”; capitalized terms Authorized Officer” as used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement) DATE: [Date] herein. The Administrative Agent is hereby authorized and the Banks are entitled to disburse all Loan proceeds into rely and act on the following accountinstructions of the Authorized Officer on behalf of the Borrower. The Borrower covenants and agrees to assume liability for and to protect, unless the Borrower shall designate, in writing to indemnify and hold harmless the Administrative Agent, one or more other accounts: Bank Name: [ ] ABA Routing Number: [ ] Account Number: [ ] [TO BE COMPLETED BY BORROWER] Notwithstanding the foregoingeach Issuing Bank, on the Closing Date, funds borrowed under the Credit Agreement shall be sent to the institutions and/or persons designated on payment instructions to be delivered separately. This Account Designation Notice may, upon execution, be delivered by facsimile or electronic mail, which shall be deemed for all purposes to be an original signature. IMPAX LABORATORIES, INC., a Delaware corporation By: Name: Title: EXHIBIT 1.1(b) [FORM OF] ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the] [each] Assignor identified in item 1 below ([the] [each, an] “Assignor”) and [the] [each] Assignee identified in item 2 below ([the] [each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors] [the Assignees] hereunder are several and not joint.]1 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amendedeach Joint Lead Arranger, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, [the] [each] Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees]Documentation Agent, and [the] [each] Assignee hereby irrevocably purchases the Banks from any and assumes from [the Assignor] [the respective Assignors]all liabilities, subject to obligations, damages, penalties, claims, causes of action, costs, charges and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below expenses (i) all of [the Assignor’s] [the respective Assignors’] rights and obligations in [its capacity as a Lender] [their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor] [the respective Assignors] under the respective facilities identified below (including, including without limitation, negotiated attorneys’ fees), which may be incurred by, imposed or asserted against the Administrative Agent, each Issuing Bank, the Joint Lead Arranger, the Documentation Agent or any letters Bank howsoever arising or incurred because of, out of credit or guarantees included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)] [the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit AgreementAdministrative Agent, each Issuing Bank, the Joint Lead Arranger, the Documentation Agent or any other documents or instruments delivered pursuant thereto or Bank dealing with the loan transactions governed thereby or in any way based Authorized Officer on or related to any behalf of the foregoingBorrower, includingother than those liabilities, but not limited toobligations, contract claimsdamages, tort claimspenalties, malpractice claimsclaims causes of action, statutory claims costs, charges and all other claims at law expenses incurred by reason of the gross negligence or in equity related to willful misconduct of the rights and obligations sold and assigned pursuant to clause (i) above (Administrative Agent, the rights and obligations sold and assigned by [the] [any] Assignor to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively Issuing Bank, the Joint Lead Arranger, the Documentation Agent or such Bank, as [the] [an] “Assigned Interest”). Each such sale and assignment is without recourse to [the] [any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the] [any] Assignorthe case may be.

Authorized Officers. Xxxxx XxxThe Borrower hereby designates, Ph.D. President appoints, authorizes and Chief Executive Officer Xxxxxx X. Xxxx, Xx. Senior Vice President, Finance and Chief Financial Officer Schedule 6.1(b) Indebtedness None. EXHIBIT 1.1(a) [FORM OF] ACCOUNT DESIGNATION NOTICE TO: Xxxxx Fargo Bank, National Association, as directs each of the officers designated in the certified resolution of the board of directors of the Borrower or the Notice of Authorized Borrowers delivered to the Administrative Agent RE: Credit Agreementon the Closing Date (each, dated as an “Authorized Officer”) to act on behalf of February 11, 2011 by and among Impax Laboratories, Inc., a Delaware corporation (the “Borrower”), Borrower for purposes of giving notice to the Guarantors, the Lenders and Xxxxx Fargo Bank, National Association, as Administrative Agent of requests for Loans and Letters of Credit under Section 2 hereof and for otherwise giving notices under this Agreement or the Lenders other Credit Documents. Borrower may provide the Administrative Agent with an updated Notice of Authorized Borrowers (as amended, modified, extended, restated, replaced, or supplemented in the form of Exhibit G) from time to timetime after the Closing Date, the and in such event, each designated Person noted therein shall be deemed to be “Credit Agreement”; capitalized terms Authorized Officer” as used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement) DATE: [Date] herein. The Administrative Agent is hereby authorized and the Banks are entitled to disburse all Loan proceeds into rely and act on the following accountinstructions of the Authorized Officer on behalf of the Borrower. The Borrower covenants and agrees to assume liability for and to protect, unless the Borrower shall designate, in writing to indemnify and hold harmless the Administrative Agent, one or more other accounts: Bank Name: [ ] ABA Routing Number: [ ] Account Number: [ ] [TO BE COMPLETED BY BORROWER] Notwithstanding the foregoingeach Issuing Bank, on the Closing Date, funds borrowed under the Credit Agreement shall be sent to the institutions and/or persons designated on payment instructions to be delivered separately. This Account Designation Notice may, upon execution, be delivered by facsimile or electronic mail, which shall be deemed for all purposes to be an original signature. IMPAX LABORATORIES, INC., a Delaware corporation By: Name: Title: EXHIBIT 1.1(b) [FORM OF] ASSIGNMENT AND ASSUMPTION This Assignment each Joint Lead Arranger and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the] [each] Assignor identified in item 1 below ([the] [each, an] “Assignor”) and [the] [each] Assignee identified in item 2 below ([the] [each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors] [the Assignees] hereunder are several and not joint.]1 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, [the] [each] Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees]each Documentation Agent, and [the] [each] Assignee hereby irrevocably purchases the Banks from any and assumes from [the Assignor] [the respective Assignors]all liabilities, subject to obligations, damages, penalties, claims, causes of action, costs, charges and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below expenses (i) all of [the Assignor’s] [the respective Assignors’] rights and obligations in [its capacity as a Lender] [their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor] [the respective Assignors] under the respective facilities identified below (including, including without limitation, negotiated attorneys’ fees), which may be incurred by, imposed or asserted against the Administrative Agent, each Issuing Bank, each Joint Lead Arranger, each Documentation Agent or any letters Bank howsoever arising or incurred because of, out of credit or guarantees included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)] [the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit AgreementAdministrative Agent, each Issuing Bank, each Joint Lead Arranger, each Documentation Agent or any other documents or instruments delivered pursuant thereto or Bank dealing with the loan transactions governed thereby or in any way based Authorized Officer on or related to any behalf of the foregoingBorrower, includingother than those liabilities, but not limited toobligations, contract claimsdamages, tort claimspenalties, malpractice claimsclaims causes of action, statutory claims costs, charges and all other claims at law expenses incurred by reason of the gross negligence or in equity related to willful misconduct of the rights and obligations sold and assigned pursuant to clause (i) above (Administrative Agent, the rights and obligations sold and assigned by [the] [any] Assignor to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively Issuing Bank, the Joint Lead Arranger, the Documentation Agent or such Bank, as [the] [an] “Assigned Interest”). Each such sale and assignment is without recourse to [the] [any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the] [any] Assignorthe case may be.

Authorized Officers. Xxxxx XxxThe Borrower hereby designates, Ph.D. President appoints, authorizes and Chief Executive Officer Xxxxxx X. Xxxx, Xx. Senior Vice President, Finance and Chief Financial Officer Schedule 6.1(b) Indebtedness None. EXHIBIT 1.1(a) [FORM OF] ACCOUNT DESIGNATION NOTICE TO: Xxxxx Fargo Bank, National Association, as directs each of the officers designated in the certified resolution of the board of directors of the Borrower or the Notice of Authorized Borrowers delivered to the Administrative Agent RE: Credit Agreementon the Closing Date (each, dated as an “Authorized Officer”) to act on behalf of February 11, 2011 by and among Impax Laboratories, Inc., a Delaware corporation (the “Borrower”), Borrower for purposes of giving notice to the Guarantors, the Lenders and Xxxxx Fargo Bank, National Association, as Administrative Agent of requests for Loans and Letters of Credit under Section 2 hereof and for otherwise giving notices under this Agreement or the Lenders other Credit Documents. Borrower may provide the Administrative Agent with an updated Notice of Authorized Borrowers (as amended, modified, extended, restated, replaced, or supplemented in the form of Exhibit H) from time to timetime after the Closing Date, the and in such event, each designated Person noted therein shall be deemed to be “Credit Agreement”; capitalized terms Authorized Officer” as used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement) DATE: [Date] herein. The Administrative Agent is hereby authorized and the Banks are entitled to disburse all Loan proceeds into rely and act on the following accountinstructions of the Authorized Officer on behalf of the Borrower. The Borrower covenants and agrees to assume liability for and to protect, unless the Borrower shall designate, in writing to indemnify and hold harmless the Administrative Agent, one or more other accounts: Bank Name: [ ] ABA Routing Number: [ ] Account Number: [ ] [TO BE COMPLETED BY BORROWER] Notwithstanding the foregoing, on the Closing Date, funds borrowed under the Credit Agreement shall be sent to the institutions and/or persons designated on payment instructions to be delivered separately. This Account Designation Notice may, upon execution, be delivered by facsimile or electronic mail, which shall be deemed for all purposes to be an original signature. IMPAX LABORATORIES, INC., a Delaware corporation By: Name: Title: EXHIBIT 1.1(b) [FORM OF] ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the] [each] Assignor identified in item 1 below ([the] [each, an] “Assignor”) and [the] [each] Assignee identified in item 2 below ([the] [each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors] [the Assignees] hereunder are several and not joint.]1 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amendedeach Issuing Bank, the “Credit Agreement”)Lead Arranger, receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed considerationthe Documentation Agent, [the] [each] Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignee hereby irrevocably purchases and assumes from [the Assignor] [the respective Assignors], subject to and in accordance with the Standard Terms and Conditions Swingline Lender and the Credit AgreementBanks from any and all liabilities, as obligations, damages, penalties, claims, causes of the Effective Date inserted by the Administrative Agent as contemplated below action, costs, charges and expenses (i) all of [the Assignor’s] [the respective Assignors’] rights and obligations in [its capacity as a Lender] [their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor] [the respective Assignors] under the respective facilities identified below (including, including without limitation, negotiated attorneys’ fees), which may be incurred by, imposed or asserted against the Administrative Agent, each Issuing Bank, the Lead Arranger, the Documentation Agent, the Swingline Lender or any letters Bank howsoever arising or incurred because of, out of credit or guarantees included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)] [the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit AgreementAdministrative Agent, each Issuing Bank, the Lead Arranger, the Documentation Agent, the Swingline Lender or any other documents or instruments delivered pursuant thereto or Bank dealing with the loan transactions governed thereby or in any way based Authorized Officer on or related to any behalf of the foregoingBorrower, includingother than those liabilities, but not limited toobligations, contract claimsdamages, tort claimspenalties, malpractice claimsclaims causes of action, statutory claims costs, charges and all other claims at law expenses incurred by reason of the gross negligence or in equity related to willful misconduct of the rights and obligations sold and assigned pursuant to clause (i) above (Administrative Agent, the rights and obligations sold and assigned by [the] [any] Assignor to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively Issuing Bank, the Lead Arranger, the Documentation Agent, the Swingline Lender or such Bank, as [the] [an] “Assigned Interest”). Each such sale and assignment is without recourse to [the] [any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the] [any] Assignorthe case may be.

Authorized Officers. Xxxxx XxxThe Borrower hereby designates, Ph.D. President appoints, authorizes and Chief Executive Officer Xxxxxx X. Xxxx, Xx. Senior Vice President, Finance and Chief Financial Officer Schedule 6.1(b) Indebtedness None. EXHIBIT 1.1(a) [FORM OF] ACCOUNT DESIGNATION NOTICE TO: Xxxxx Fargo Bank, National Association, as directs each of the officers designated in the certified resolution of the board of directors of the Borrower delivered to the Administrative Agent RE: Credit Agreement, dated as of February 11, 2011 by and among Impax Laboratories, Inc., a Delaware corporation on the Closing Date (the “Borrower”), "Authorized Officer") to act on behalf of the Guarantors, Borrower for purposes of giving notice to the Lenders and Xxxxx Fargo Bank, National Association, as Administrative Agent of requests for Loans and Letters of Credit under Section 2 hereof and for otherwise giving notices under this Agreement or the Lenders (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “other Credit Agreement”; capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement) DATE: [Date] Documents. The Administrative Agent is hereby authorized and the Banks are entitled to disburse all Loan proceeds into rely and act on the following accountinstructions of the Authorized Officer on behalf of the Borrower. The Borrower covenants and agrees to assume liability for and to protect, unless the Borrower shall designate, in writing to indemnify and hold harmless the Administrative Agent, one or more other accounts: Bank Name: [ ] ABA Routing Number: [ ] Account Number: [ ] [TO BE COMPLETED BY BORROWER] Notwithstanding the foregoing, on the Closing Date, funds borrowed under the Credit Agreement shall be sent to the institutions and/or persons designated on payment instructions to be delivered separately. This Account Designation Notice may, upon execution, be delivered by facsimile or electronic mail, which shall be deemed for all purposes to be an original signature. IMPAX LABORATORIES, INC., a Delaware corporation By: Name: Title: EXHIBIT 1.1(b) [FORM OF] ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the] [each] Assignor identified in item 1 below ([the] [each, an] “Assignor”) and [the] [each] Assignee identified in item 2 below ([the] [each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors] [the Assignees] hereunder are several and not joint.]1 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amendedIssuing Bank, the “Credit Agreement”)Lead Arranger, receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed considerationthe Documentation Agent, [the] [each] Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignee hereby irrevocably purchases and assumes from [the Assignor] [the respective Assignors], subject to and in accordance with the Standard Terms and Conditions Swingline Lender and the Credit AgreementBanks from any and all liabilities, as obligations, damages, penalties, claims, causes of the Effective Date inserted by the Administrative Agent as contemplated below action, costs, charges and expenses (i) all of [the Assignor’s] [the respective Assignors’] rights and obligations in [its capacity as a Lender] [their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor] [the respective Assignors] under the respective facilities identified below (including, including without limitation, attorneys' fees), which may be incurred by, imposed or asserted against the Administrative Agent, the Issuing Bank, the Lead Arranger, the Documentation Agent, the Swingline Lender or any letters Bank howsoever arising or incurred because of, out of credit or guarantees included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)] [the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit AgreementAdministrative Agent, the Issuing Bank, the Lead Arranger, the Documentation Agent, the Swingline Lender or any other documents or instruments delivered pursuant thereto or Bank dealing with the loan transactions governed thereby or in any way based Authorized Officer on or related to any behalf of the foregoingBorrower, includingother than those liabilities, but not limited toobligations, contract claimsdamages, tort claimspenalties, malpractice claimsclaims causes of action, statutory claims costs, charges and all other claims at law expenses incurred by reason of the gross negligence or in equity related to willful misconduct of the rights and obligations sold and assigned pursuant to clause (i) above (Administrative Agent, the rights and obligations sold and assigned by [the] [any] Assignor to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively Issuing Bank, the Lead Arranger, the Documentation Agent, the Swingline Lender or such Bank, as [the] [an] “Assigned Interest”). Each such sale and assignment is without recourse to [the] [any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the] [any] Assignorthe case may be.

Authorized Officers. Xxxxx XxxThe Borrower hereby designates, Ph.D. President appoints, authorizes and Chief Executive Officer Xxxxxx X. Xxxx, Xx. Senior Vice President, Finance and Chief Financial Officer Schedule 6.1(b) Indebtedness None. EXHIBIT 1.1(a) [FORM OF] ACCOUNT DESIGNATION NOTICE TO: Xxxxx Fargo Bank, National Association, as directs each of the officers designated in the certified resolution of the board of directors of the Borrower delivered to the Administrative Agent RE: Credit Agreement, dated as of February 11, 2011 by and among Impax Laboratories, Inc., a Delaware corporation on the Closing Date (the “BorrowerAuthorized Officer”), ) to act on behalf of the Guarantors, Borrower for purposes of giving notice to the Lenders and Xxxxx Fargo Bank, National Association, as Administrative Agent of requests for Loans and Letters of Credit under Section 2 hereof and for otherwise giving notices under this Agreement or the Lenders (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “other Credit Agreement”; capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement) DATE: [Date] Documents. The Administrative Agent is hereby authorized and the Banks are entitled to disburse all Loan proceeds into rely and act on the following accountinstructions of the Authorized Officer on behalf of the Borrower. The Borrower covenants and agrees to assume liability for and to protect, unless the Borrower shall designate, in writing to indemnify and hold harmless the Administrative Agent, one or more other accounts: Bank Name: [ ] ABA Routing Number: [ ] Account Number: [ ] [TO BE COMPLETED BY BORROWER] Notwithstanding the foregoing, on the Closing Date, funds borrowed under the Credit Agreement shall be sent to the institutions and/or persons designated on payment instructions to be delivered separately. This Account Designation Notice may, upon execution, be delivered by facsimile or electronic mail, which shall be deemed for all purposes to be an original signature. IMPAX LABORATORIES, INC., a Delaware corporation By: Name: Title: EXHIBIT 1.1(b) [FORM OF] ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the] [each] Assignor identified in item 1 below ([the] [each, an] “Assignor”) and [the] [each] Assignee identified in item 2 below ([the] [each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors] [the Assignees] hereunder are several and not joint.]1 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amendedIssuing Bank, the “Credit Agreement”)Lead Arranger, receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed considerationthe Documentation Agent, [the] [each] Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignee hereby irrevocably purchases and assumes from [the Assignor] [the respective Assignors], subject to and in accordance with the Standard Terms and Conditions Swingline Lender and the Credit AgreementBanks from any and all liabilities, as obligations, damages, penalties, claims, causes of the Effective Date inserted by the Administrative Agent as contemplated below action, costs, charges and expenses (i) all of [the Assignor’s] [the respective Assignors’] rights and obligations in [its capacity as a Lender] [their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor] [the respective Assignors] under the respective facilities identified below (including, including without limitation, attorneys’ fees), which may be incurred by, imposed or asserted against the Administrative Agent, the Issuing Bank, the Lead Arranger, the Documentation Agent, the Swingline Lender or any letters Bank howsoever arising or incurred because of, out of credit or guarantees included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)] [the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit AgreementAdministrative Agent, the Issuing Bank, the Lead Arranger, the Documentation Agent, the Swingline Lender or any other documents or instruments delivered pursuant thereto or Bank dealing with the loan transactions governed thereby or in any way based Authorized Officer on or related to any behalf of the foregoingBorrower, includingother than those liabilities, but not limited toobligations, contract claimsdamages, tort claimspenalties, malpractice claimsclaims causes of action, statutory claims costs, charges and all other claims at law expenses incurred by reason of the gross negligence or in equity related to willful misconduct of the rights and obligations sold and assigned pursuant to clause (i) above (Administrative Agent, the rights and obligations sold and assigned by [the] [any] Assignor to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively Issuing Bank, the Lead Arranger, the Documentation Agent, the Swingline Lender or such Bank, as [the] [an] “Assigned Interest”). Each such sale and assignment is without recourse to [the] [any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the] [any] Assignorthe case may be.