Indemnification by Recro Clause Samples
Indemnification by Recro. Subject to Section 3.3, Recro shall pay, and shall indemnify and hold the Baudax Group harmless from and against, without duplication, (a) Recro Taxes, (b) all Taxes incurred by Baudax or any Baudax Entity arising out of, attributable to, or resulting from the breach by Recro of any of its covenants hereunder, and (c) any out-of-pocket costs and expenses related to the foregoing (including reasonable attorneys’ fees and expenses).
Indemnification by Recro. 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, Recro shall and shall cause the other members of the Recro Group to indemnify, hold harmless and defend the Baudax Indemnitees from and against any and all Indemnifiable Losses of the Baudax Indemnitees to the extent relating to, arising out of, by reason of or otherwise in connection with (a) the Recro Retained Liabilities, including the failure of any member of the Recro Group or any other Person to pay, perform or otherwise discharge any Recro Retained Liability in accordance with its respective terms, whether arising prior to, on or after the Distribution Effective Time, or (b) any breach by Recro 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, a “Baudax Claim”).