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By OraSure Sample Clauses

By OraSure. OraSure hereby represents and warrants to Inverness as of the Effective Date as follows:
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By OraSure. OraSure shall indemnify and hold harmless the Inverness 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 OraSure Releasor on any Claim released in Section 4.1.2 or (b) any assignment or transfer (or purported assignment or transfer) in breach of its representations and warranties under Section 2.3.
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By OraSure. OraSure, for itself and on behalf of each OraSure Affiliate, together with all of their respective directors, managers, officers, representatives, agents, employees, attorneys, insurers, predecessors, investors, successors and assigns (collectively, the “OraSure Releasors”), acknowledges, separately and collectively, complete satisfaction, and hereby releases, absolves and forever discharges Inverness 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 (other than C&D and its Affiliates, collectively, the “Inverness Releasees”), separately and collectively, of and from any and all manner of Claims, including without limitation counterclaims, arising out of or related to Inverness’s 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 OraSure 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.
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By OraSure. OraSure represents and warrants to Xxxxxx that: (a) OraSure has full corporate power and authority to enter into and carry out its obligations under this Agreement; (b) this Agreement has been duly executed and delivered by OraSure and constitutes the legal, valid and binding obligation of OraSure enforceable against it in accordance with its terms; (c) the execution, delivery and performance of this Agreement will not conflict with, are not inconsistent with and will not result in any breach of any terms, conditions or provisions of, or constitute (with due notice or lapse of time, or both) a default under any agreement, contract, document or instrument to which OraSure is a party or by which it is otherwise bound; (d) no authorization, consent, approval or similar action of or by any third party is required for or in connection with OraSure’s authorization, execution, delivery or performance of this Agreement; and (e) there are no suits, claims or proceedings pending or (to OraSure’s knowledge) threatened against OraSure or any of its Affiliates in any court or by or before any governmental body or agency with respect to intellectual property incorporated in or used in the development and/or Manufacture of the Products.
Sample 1
By OraSure. OraSure, for itself and on behalf of the OraSure Releasees, covenants not to xxx, waives, releases, and forever discharges the AbbVie Releasors, of and from any and all Losses that the OraSure Releasees, or any of them, ever had, now has, or may have in the future by reason of, arising out of, or relating to any matter or cause whatsoever related to the Original Agreement (the “OraSure Released Claims”); provided that OraSure Released Claims shall not include Losses arising out of actions or omissions of AbbVie following the date hereof or obligations set to be fulfilled after the date hereof, including without limitation the obligation to pay the Remaining AbbVie Fee.
Sample 1
By OraSure. OraSure shall indemnify and hold harmless Inverness 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 OraSure of any representation, warranty or covenant under this Agreement, or (b) the gross negligence or willful misconduct of OraSure 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 Inverness or the breach by Inverness of any representation, warranty or covenant under this Agreement.
Sample 1
By OraSure. OraSure shall indemnify, defend and hold harmless Xxxxxx, its Affiliates, and the respective directors, officers, employees, agents and representatives of each of the foregoing from and against any and all Claims and Losses: (a) related to bodily injury, death and property damage caused by the OraQuick® ADVANCE™ Device; (b) arising out of the negligence or willful misconduct of OraSure or its Affiliates, employees, agents or any other person for whose actions OraSure is legally liable; (c) arising out of a material breach by OraSure of any of its obligations under this Agreement including any representations or warranties set forth in Sections 11.1, 12.2 or 14.16; (d) arising out of any claim that any of the OraSure Trademarks constitutes an infringement or dilution of a third party’s trademark rights in the Territory; or (e) arising out of a claim that any of the Manufacture, marketing, import, sale or use of the Products infringes upon any patent rights (except patents under which Xxxxxx has a non-royalty right to practice); provided, however, that OraSure shall have no liability to Xxxxxx for any Claims or Losses to the extent that such Claims or Losses resulted from or arose out of: (i) the negligence or willful misconduct of Xxxxxx or its Affiliates, subdistributors, employees, agents or any person for whose actions Xxxxxx is legally liable; (ii) a material breach by Xxxxxx of any of its obligations under this Agreement including any representations or warranties set forth in Section 11.2, Section 12.2 or Section 14.16; or (iii) any occurrence for which Xxxxxx has liability to OraSure pursuant to Section 11.3.1.
Sample 1
By OraSure. OraSure represents and warrants to Inverness that OraSure has no Affiliates as of the Effective Date.
Sample 1

Related to By OraSure

  • By Licensor Licensor will indemnify, defend and hold harmless Licensee and its Affiliates, and their respective directors, officers and employees (“Licensee Indemnitees”) from and against any and all Third Party Claims and associated Liabilities to the extent arising directly or indirectly from any material breach by Licensor of the terms of this Agreement..

  • No Improper Use of Materials During his or her employment with the Company, Employee will not improperly use or disclose any Confidential Information or trade secrets, if any, of any former employer or any other person to whom Employee has an obligation of confidentiality, and Employee will not bring onto the premises of the Company any unpublished documents or any property belonging to any former employer or any other person to whom Employee has an obligation of confidentiality unless consented to in writing by that former employer or person.

  • By Licensee Licensee shall defend, indemnify, and hold harmless Licensor, its Affiliates, sublicensees, the licensors under the Existing Licenses, and their respective shareholders, members, partners, officers, trustees, faculty, students, contractors, agents, and employees (individually, a “Licensor Indemnified Party” and, collectively, the “Licensor Indemnified Parties”) from and against any and all Third Party liability, loss, damage, action, claim, fee, cost, or expense (including attorneys’ fees) (individually, a “Third Party Liability” and, collectively, the “Third Party Liabilities”) suffered or incurred by the Licensor Indemnified Parties from claims of such Third Parties that result from or arise out of: […***…]; provided, however, that Licensee shall not be liable for claims based on any breach by Licensor of the representations, warranties, or obligations of this Agreement or the gross negligence or intentional misconduct of any of the Licensor Indemnified Parties. Without limiting the foregoing, Licensee must defend, indemnify, and hold harmless the Licensor Indemnified Parties from and against any Third Party Liabilities resulting from: (a) any […***…] or other claim of any kind related to the […***…] by a Third Party of a […***…] by Licensee, its Affiliates, any Sublicensees, their respective assignees, or vendors; (b) any claim by a Third Party that the […***…]; and (c) […***…] conducted by or on behalf of Licensee, its Affiliates, any Sublicensees, their respective assignees, or vendors relating to the Licensed Technology or Licensed Products, including any claim by or on behalf of a […***…].

  • Supply of Materials The following materials will be supplied by the department Name of Materials Rate. Place of delivery 1.

  • Selection of Subcontractors, Procurement of Materials and Leasing of Equipment The contractor shall not discriminate on the grounds of race, color, religion, sex, national origin, age or disability in the selection and retention of subcontractors, including procurement of materials and leases of equipment. The contractor shall take all necessary and reasonable steps to ensure nondiscrimination in the administration of this contract. a. The contractor shall notify all potential subcontractors and suppliers and lessors of their EEO obligations under this contract. b. The contractor will use good faith efforts to ensure subcontractor compliance with their EEO obligations.

  • Marking of Licensed Products To the extent commercially feasible and consistent with prevailing business practices, Company shall xxxx, and shall cause its Affiliates and Sublicensees to xxxx, all Licensed Products that are manufactured or sold under this Agreement with the number of each issued patent under the Patent Rights that applies to such Licensed Product.

  • By Client Client agrees to indemnify, defend and hold Agency, its officers, directors, employees, agents, attorneys, subsidiaries, affiliated companies, parent companies, representatives, and successors and assigns, harmless from and against all Losses to the extent such Losses arise out of or are primarily related to (i) the negligent or wrongful acts, errors, or omissions of Client or its employees, agents affiliates, assigns or any creditor or prior account holder, or the employees or agents of any of them, in connection with this Agreement, including but not limited to errors or omissions in connection with information furnished by Client to Agency concerning a Referred Account, or (ii) any collection effort by Client or any other collection agency as to a Referred Account.

  • LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION AND DISASSEMBLY You may not reverse engineer, decompile, or disassemble the Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.

  • Procurement of Recovered Materials In the performance of this contract, the Contractor shall make maximum use of products containing recovered materials that are EPA-designated items unless the product cannot be acquired

  • API If the Software offers integration capabilities via an API, your use of the API may be subject to additional costs or Sage specific policies and terms and conditions (which shall prevail in relation to your use of the API). You may not access or use the API in any way that could cause damage to us or the Software, or in contravention of any applicable laws. We reserve the right in our sole discretion, to: (i) update any API from time to time; (ii) place limitations around your use of any API; and (iii) deny you access to any API in the event of misuse by you or to otherwise protect our legitimate interests.

Most Referenced Clauses

Most Referenced Definitions