Common use of Authorized Officers Clause in Contracts

Authorized Officers. The Borrower hereby designates, appoints, authorizes and 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 on the Closing Date (each, an “Authorized Officer”) to act on behalf of the Borrower for purposes of giving notice to the Administrative Agent of requests for Loans and Letters of Credit under Section 2 hereof and for otherwise giving notices under this Agreement or the other Credit Documents. Borrower may provide the Administrative Agent with an updated Notice of Authorized Borrowers (in the form of Exhibit H) from time to time after the Closing Date, and in such event, each designated Person noted therein shall be deemed to be “Authorized Officer” as used herein. The Administrative Agent and the Banks are entitled to rely and act on the instructions of the Authorized Officer on behalf of the Borrower. The Borrower covenants and agrees to assume liability for and to protect, indemnify and hold harmless the Administrative Agent, each Issuing Bank, the Lead Arranger, the Documentation Agent, the Swingline Lender and the Banks from any and all liabilities, obligations, damages, penalties, claims, causes of action, costs, charges and expenses (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 Bank howsoever arising or incurred because of, out of or in connection with the Administrative Agent, each Issuing Bank, the Lead Arranger, the Documentation Agent, the Swingline Lender or any Bank dealing with the Authorized Officer on behalf of the Borrower, other than those liabilities, obligations, damages, penalties, claims causes of action, costs, charges and expenses incurred by reason of the gross negligence or willful misconduct of the Administrative Agent, the Issuing Bank, the Lead Arranger, the Documentation Agent, the Swingline Lender or such Bank, as the case may be.

Authorized Officers. The Borrower hereby designates, appoints, authorizes and 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 on the Closing Date (each, an “Authorized Officer”) to act on behalf of the Borrower for purposes of giving notice to the Administrative Agent of requests for Loans and Letters of Credit under Section 2 hereof and for otherwise giving notices under this Agreement or the other Credit Documents. Borrower may provide the Administrative Agent with an updated Notice of Authorized Borrowers (in the form of Exhibit HG) from time to time after the Closing Date, and in such event, each designated Person noted therein shall be deemed to be “Authorized Officer” as used herein. The Administrative Agent and the Banks are entitled to rely and act on the instructions of the Authorized Officer on behalf of the Borrower. The Borrower covenants and agrees to assume liability for and to protect, indemnify and hold harmless the Administrative Agent, each Issuing Bank, the each Joint Lead Arranger, the Arranger and each Documentation Agent, the Swingline Lender and the Banks from any and all liabilities, obligations, damages, penalties, claims, causes of action, costs, charges and expenses (including without limitation, negotiated attorneys’ fees), which may be incurred by, imposed or asserted against the Administrative Agent, each Issuing Bank, the each Joint Lead Arranger, the each Documentation Agent, the Swingline Lender Agent or any Bank howsoever arising or incurred because of, out of or in connection with the Administrative Agent, each Issuing Bank, the each Joint Lead Arranger, the each Documentation Agent, the Swingline Lender Agent or any Bank dealing with the Authorized Officer on behalf of the Borrower, other than those liabilities, obligations, damages, penalties, claims causes of action, costs, charges and expenses incurred by reason of the gross negligence or willful misconduct of the Administrative Agent, the Issuing Bank, the Joint Lead Arranger, the Documentation Agent, the Swingline Lender Agent or such Bank, as the case may be.

Authorized Officers. The Borrower hereby designates, appoints, authorizes and 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 on the Closing Date (each, an the “Authorized Officer”) to act on behalf of the Borrower for purposes of giving notice to the Administrative Agent of requests for Loans and Letters of Credit under Section 2 hereof and for otherwise giving notices under this Agreement or the other Credit Documents. Borrower may provide the Administrative Agent with an updated Notice of Authorized Borrowers (in the form of Exhibit H) from time to time after the Closing Date, and in such event, each designated Person noted therein shall be deemed to be “Authorized Officer” as used herein. The Administrative Agent and the Banks are entitled to rely and act on the instructions of the Authorized Officer on behalf of the Borrower. The Borrower covenants and agrees to assume liability for and to protect, indemnify and hold harmless the Administrative Agent, each the Issuing Bank, the Lead Arranger, the Documentation Agent, the Swingline Lender and the Banks from any and all liabilities, obligations, damages, penalties, claims, causes of action, costs, charges and expenses (including without limitation, negotiated attorneys’ fees), which may be incurred by, imposed or asserted against the Administrative Agent, each the Issuing Bank, the Lead Arranger, the Documentation Agent, the Swingline Lender or any Bank howsoever arising or incurred because of, out of or in connection with the Administrative Agent, each the Issuing Bank, the Lead Arranger, the Documentation Agent, the Swingline Lender or any Bank dealing with the Authorized Officer on behalf of the Borrower, other than those liabilities, obligations, damages, penalties, claims causes of action, costs, charges and expenses incurred by reason of the gross negligence or willful misconduct of the Administrative Agent, the Issuing Bank, the Lead Arranger, the Documentation Agent, the Swingline Lender or such Bank, as the case may be.

Authorized Officers. The Borrower hereby designates, appoints, authorizes and 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 on the Closing Date (each, an “Authorized Officer”) to act on behalf of the Borrower for purposes of giving notice to the Administrative Agent of requests for Loans and Letters of Credit under Section 2 hereof and for otherwise giving notices under this Agreement or the other Credit Documents. Borrower may provide the Administrative Agent with an updated Notice of Authorized Borrowers (in the form of Exhibit HG) from time to time after the Closing Date, and in such event, each designated Person noted therein shall be deemed to be “Authorized Officer” as used herein. The Administrative Agent and the Banks are entitled to rely and act on the instructions of the Authorized Officer on behalf of the Borrower. The Borrower covenants and agrees to assume liability for and to protect, indemnify and hold harmless the Administrative Agent, each Issuing Bank, the each Joint Lead Arranger, the Documentation Agent, the Swingline Lender and the Banks from any and all liabilities, obligations, damages, penalties, claims, causes of action, costs, charges and expenses (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, the Swingline Lender Agent or any Bank howsoever arising or incurred because of, out of or in connection with the Administrative Agent, each Issuing Bank, the Joint Lead Arranger, the Documentation Agent, the Swingline Lender Agent or any Bank dealing with the Authorized Officer on behalf of the Borrower, other than those liabilities, obligations, damages, penalties, claims causes of action, costs, charges and expenses incurred by reason of the gross negligence or willful misconduct of the Administrative Agent, the Issuing Bank, the Joint Lead Arranger, the Documentation Agent, the Swingline Lender Agent or such Bank, as the case may be.

Authorized Officers. The Borrower hereby designates, appoints, authorizes and 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 on the Closing Date (each, an “the "Authorized Officer”") to act on behalf of the Borrower for purposes of giving notice to the Administrative Agent of requests for Loans and Letters of Credit under Section 2 hereof and for otherwise giving notices under this Agreement or the other Credit Documents. Borrower may provide the Administrative Agent with an updated Notice of Authorized Borrowers (in the form of Exhibit H) from time to time after the Closing Date, and in such event, each designated Person noted therein shall be deemed to be “Authorized Officer” as used herein. The Administrative Agent and the Banks are entitled to rely and act on the instructions of the Authorized Officer on behalf of the Borrower. The Borrower covenants and agrees to assume liability for and to protect, indemnify and hold harmless the Administrative Agent, each the Issuing Bank, the Lead Arranger, the Documentation Agent, the Swingline Lender and the Banks from any and all liabilities, obligations, damages, penalties, claims, causes of action, costs, charges and expenses (including without limitation, negotiated attorneys’ ' fees), which may be incurred by, imposed or asserted against the Administrative Agent, each the Issuing Bank, the Lead Arranger, the Documentation Agent, the Swingline Lender or any Bank howsoever arising or incurred because of, out of or in connection with the Administrative Agent, each the Issuing Bank, the Lead Arranger, the Documentation Agent, the Swingline Lender or any Bank dealing with the Authorized Officer on behalf of the Borrower, other than those liabilities, obligations, damages, penalties, claims causes of action, costs, charges and expenses incurred by reason of the gross negligence or willful misconduct of the Administrative Agent, the Issuing Bank, the Lead Arranger, the Documentation Agent, the Swingline Lender or such Bank, as the case may be.

Authorized Officers. The Borrower hereby designatesXxxxx Xxx, appointsPh.D. President and Chief Executive Officer Xxxxxx X. Xxxx, authorizes Xx. Senior Vice President, Finance and directs each 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 officers designated “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 certified resolution of Credit Agreement) DATE: [Date] The Administrative Agent is hereby authorized to disburse all Loan proceeds into the board of directors of following account, unless the Borrower or the Notice of Authorized Borrowers delivered shall designate, in writing to the Administrative Agent 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 (each, an “Authorized Officer”) to act on behalf of the Borrower for purposes of giving notice to the Administrative Agent of requests for Loans and Letters of Credit under Section 2 hereof and for otherwise giving notices under this Agreement or the other Credit Documents. Borrower may provide the Administrative Agent with an updated Notice of Authorized Borrowers (in the form of Exhibit H) from time to time after the Closing Date, and in such eventfunds 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, each designated Person noted therein 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 “Authorized Officer” 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 hereinbut 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 Banks are entitled Credit Agreement and any other documents or instruments delivered pursuant thereto to rely the extent related to the amount and act on percentage interest identified below of all of such outstanding rights and obligations of [the instructions 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 Authorized Officer on behalf of the Borrower. The Borrower covenants and agrees extent permitted to assume liability for and to protectbe assigned under applicable law, indemnify and hold harmless the Administrative Agentall claims, each Issuing Bank, the Lead Arranger, the Documentation Agent, the Swingline Lender and the Banks from any and all liabilities, obligations, damages, penalties, claimssuits, causes of actionaction 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, costswhether known or unknown, charges and expenses (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 Bank howsoever arising or incurred because of, out of under or in connection with the Administrative AgentCredit Agreement, each Issuing Bank, any other documents or instruments delivered pursuant thereto or the Lead Arranger, the Documentation Agent, the Swingline Lender loan transactions governed thereby or in any Bank dealing with the Authorized Officer way based on behalf or related to any of the Borrowerforegoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other than those liabilitiesclaims 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, obligationsexcept as expressly provided in this Assignment and Assumption, damages, penalties, claims causes of action, costs, charges and expenses incurred without representation or warranty by reason of the gross negligence or willful misconduct of the Administrative Agent, the Issuing Bank, the Lead Arranger, the Documentation Agent, the Swingline Lender or such Bank, as the case may be[the] [any] Assignor.