By Inverness Sample Clauses

By Inverness. Inverness hereby represents and warrants to OraSure as of the Effective Date as follows:

By Inverness. Inverness, for itself and on behalf of each Inverness Affiliate, together with all of their respective directors, managers, officers, representatives, agents, employees, attorneys, insurers, predecessors, investors, successors and assigns (collectively, the “Inverness Releasors”), acknowledges, separately and collectively, complete satisfaction, and hereby releases, absolves and forever discharges OraSure and its Affiliates, together with all of their respective past and present directors, managers, officers, partners, shareholders, representatives, agents, employees, attorneys, vendors, suppliers, customers, insurers, predecessors, investors, successors and assigns (collectively, the “OraSure Releasees”), separately and collectively, of and from any and all manner of Claims, including without limitation counterclaims, arising out of or related to claims of infringement of the Lateral Flow Patent Rights (as defined in the License Agreement), whether at law or in equity, whether or not the facts giving rise to such Claims are now known or unknown, discoverable or undiscoverable, which the Inverness Releasors ever had or now have through the Effective Date (but not thereafter), in each case except with respect to the rights and obligations of the parties under this Agreement or any of the Ancillary Agreements.

By Inverness. Inverness shall indemnify and hold harmless the OraSure Releasees from all losses, liabilities, damages and expenses (including reasonable attorneys’ fees and costs) to the extent resulting from (a) any claims, demands, actions or other proceedings brought by an Inverness Releasor on any Claim released in Section 4.1.1 or (b) any assignment or transfer (or purported assignment or transfer) in breach of its representations and warranties under Section 2.2.

By Inverness. Inverness represents and warrants to OraSure as follows:

By Inverness. Inverness shall indemnify and hold harmless OraSure from all losses, liabilities, damages and expenses (including reasonable attorneys’ fees and costs) resulting from any claims, demands, actions or other proceedings by any third party to the extent resulting from (a) any breach by Inverness of any representation, warranty or covenant under this Agreement, or (b) the gross negligence or willful misconduct of Inverness in the performance of its obligations or exercise of its rights under this Agreement, except in each case to the extent arising from the gross negligence or willful misconduct of OraSure or the breach by OraSure of any representation, warranty or covenant under this Agreement.