Indemnification by Baudax Clause Samples
The "Indemnification by Baudax" clause requires Baudax to compensate or protect the other party from losses, damages, or liabilities arising from specific actions or omissions related to the agreement. Typically, this means Baudax will cover costs such as legal fees, settlements, or judgments if the other party faces claims due to Baudax's breach of contract, negligence, or misconduct. The core function of this clause is to allocate risk by ensuring that the party harmed by Baudax's actions is not financially responsible for those harms, thereby providing assurance and financial protection to the other party.
Indemnification by Baudax. Subject to Section 3.3, Baudax shall pay, and shall indemnify and hold the Recro Group harmless from and against, without duplication, (a) all Taxes incurred by Recro or any Recro Entity arising out of, attributable to, or resulting from the breach by Baudax of any of its covenants hereunder, and (b) any out-of-pocket costs and expenses related to the foregoing (including reasonable attorneys’ fees and expenses).
Indemnification by Baudax. In addition to any other provisions of this Agreement requiring indemnification and except as otherwise specifically set forth in any provision of this Agreement or of any Ancillary Agreement, following the Distribution Effective Time, Baudax shall and shall cause the other members of the Baudax Group to indemnify, hold harmless and defend the Recro Indemnitees from and against any and all Indemnifiable Losses of the Recro Indemnitees to the extent relating to, arising out of, by reason of or otherwise in connection with (a) the Baudax Liabilities, including the failure of any member of the Baudax Group or any other Person to pay, perform or otherwise discharge any Baudax Liability in accordance with its respective terms, whether prior to, on or after the Distribution Effective Time, or (b) any breach by Baudax of any provision of this Agreement or any Ancillary Agreement unless such Ancillary Agreement expressly provides for separate indemnification therein, in which case any such indemnification claims shall be made thereunder (each, an “Recro Claim”).