1.44. Form 10 means the registration statement on Form 10 (Registration No. 001-39101) filed by Baudax with the Commission under the Exchange Act in connection with the Distribution, including any amendment or supplement thereto.
1.45. Governmental Authority means any supranational, international, national, federal, state, provincial or local court, government, department, commission, board, bureau, agency, official or other regulatory, administrative or governmental authority, including Nasdaq, the NYSE and any similar self-regulatory body under applicable securities Laws.
1.46. Governmental Entity means any nation or government, any state, municipality or other political subdivision thereof and any entity, body, agency, commission, department, board, bureau or court, whether domestic, foreign, multinational, or supranational exercising executive, legislative, judicial, regulatory, self-regulatory or administrative functions of or pertaining to government and any executive official thereof.
1.47. Group means (i) with respect to Recro, the Recro Group and (ii) with respect to Baudax, the Baudax Group, as the context requires.
1.48. Indemnifiable Losses means any and all Liabilities, including damages, losses, obligations, penalties, judgments, settlements, claims, payments, fines and other costs and expenses (but excluding consequential, punitive, incidental and similar damages except to the extent paid to a Third Party) of any and all Actions and demands, assessments, judgments, settlements and compromises relating thereto and the reasonable fees and expenses of attorneys, accountants, consultants and other professionals incurred in the investigation or defense thereof or the enforcement of rights hereunder.
1.49. Indemnifying Party means, with respect to any Direct Claim or Third Party Claim, the Party which is or may be required pursuant to Article VI to provide indemnification pursuant to such claim.
1.50. Indemnitee means, with respect to any Direct Claim or Third Party Claim, the Recro Indemnitee or Baudax Indemnitee, as the case may be, that may be entitled to indemnification hereunder with respect to such claim.
1.51. Indemnity Payment has the meaning set forth in Section 6.6(a).
1.52. Information Statement means the Information Statement attached as Exhibit 99.1 to the Form 10, to be distributed or made available to the holders of shares of Recro Common Stock in connection with the Distribution, including any amendment or supplement thereto.
1.53. Insurance Proceeds means those monies (a) received by an insured from a Third Party insurance carrier, or (b) paid by a Third Party insurance carrier on behalf of an insured, in either case net of any applicable deductible or retention.
1.54. Intellectual Property means all intellectual property, whether registered or unregistered and whether granted, pending or expired, of every kind and description throughout the world, including all U.S. and non-U.S.: (a) Trademarks; (b) Patents; (c) Copyrights; (d) rights in software; (e) all applications and registrations for the foregoing; (f) Know-How; and (g) all rights and remedies against past, present, and future infringement, misappropriation, or other violation thereof.