By AbbVie Sample Clauses

By AbbVie. AbbVie, for itself and on behalf of (i) AbbVie’s parents, subsidiaries, Affiliates, predecessors, successors, and assigns (the “AbbVie Entities”) and (ii) the AbbVie Entities’ past, present, and future officers, directors, partners, managers, members, employees, agents, servants, and attorneys (collectively, with AbbVie and the AbbVie Entities, referred to as the “AbbVie Releasors”), covenants not to xxx, waives, releases, and forever discharges (x) OraSure, (y) OraSure’s parents, subsidiaries, Affiliates, predecessors, successors, and assigns (the “OraSure Entities”), and (z) the OraSure Entities’ past, present, and future officers, directors, partners, managers, members, employees, agents, servants, and attorneys (collectively, with OraSure and the OraSure Entities, referred to as the “OraSure Releasees”), of and from any and all claims, controversies, actions, causes of action, suits, debts, accounts, bonds, covenants, contracts, agreements, promises, demands, damages, judgments, executions, costs, expenses, charges, liabilities, sums of money, doings, omissions, losses, exposures, and obligations of any kind whatsoever, at law or in equity, direct or indirect, known or unknown, matured or unmatured (“Losses”), that the AbbVie Releasors, 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 “AbbVie Released Claims”); provided that AbbVie Released Claims shall not include Losses arising out of actions or omissions of OraSure following the date hereof or obligations set to be fulfilled after the date hereof, including without limitation the Remaining OraSure Fee and OraSure’s obligation to fulfill its transition obligations under Section 8.7(d), as amended above.

By AbbVie. AbbVie shall have the right to sell, transfer, assign, delegate, pledge, or otherwise dispose of, whether voluntarily, involuntarily, by operation of law or otherwise, this Agreement or any of its rights or obligations hereunder, without Reata’s consent, to (i) any Affiliate or (ii) any successor, whether in a merger, sale of stock, sale of assets or any other transaction, of the business to which this Agreement relates. AbbVie shall have the right to transfer to any Third Party the AbbVie Patents or AbbVie Know-How without the consent of Reata; provided that any such transfer shall be made subject to the rights of Reata hereunder. With respect to an assignment to an Affiliate, AbbVie shall remain responsible for the performance by such Affiliate of the assigned rights and obligations hereunder.

By AbbVie. (A) if Allergan shall have breached or failed to perform in any material respect any of its covenants or other agreements contained in this Agreement or if any of its representations or warranties set forth in this Agreement are inaccurate, which breach, failure to perform or inaccuracy (1) would result in a failure of Condition 4(ii) or 4(iii) and (2) is not reasonably capable of being cured by the End Date or, if curable, is not cured by the earlier of (x) the End Date and (y) 30 days following written notice by AbbVie thereof;