Without limiting Section 13 Sample Clauses

Without limiting Section 13. 2 above, the rights to Information, materials and intellectual property: (a) Controlled by a Third Party permitted assignee of a Party, which Information, materials and intellectual property were Controlled by such assignee immediately prior to such assignment; or (b) Controlled by an Affiliate of a Party who becomes an Affiliate through any Change in Control of or Acquisition by such Party, which Information, materials and intellectual property were Controlled by such Affiliate immediately prior to such Change in Control or Acquisition, in each case ((a) and (b)), shall be automatically excluded from the rights licensed or granted to the other Party under this Agreement, so long as such Information, materials and intellectual property are not utilized by such Third Party or Affiliate in connection with the Development, Manufacture or Commercialization of a Licensed Antibody or Licensed Product that incorporates any non-public AbbVie Program Know-How, Licensor Program Know-How, or Licensor Background Know-How, or any AbbVie Program Patents or Licensor Program Patents.

Without limiting Section 13. 6(a), the Borrowers shall indemnify and hold harmless the Administrative Agent, the Lenders and the Issuing Lender, as applicable, against any loss incurred by the Administrative Agent, any Lender or the Issuing Lender as a result of any payment or recovery described in Section 13.6(a) and as a result of any variation having occurred in rates of exchange between the date of any such amount becoming due under this Agreement or any other Loan Document and the date of actual payment thereof. The foregoing indemnity shall constitute a separate and independent obligation of the Borrowers and shall continue in full force and effect notwithstanding any such payment or recovery.

Without limiting Section 13. 1, and notwithstanding any other provision of this Agreement, the provisions of Articles 1, 9, 10, 13, 14, 15, 16, 17, 18 and 19, and Sections 5.6, 5.7, 6.2, 6.5, 6.6, 7.2 and 7.5.4 shall survive expiration or termination of this Agreement; provided that the provisions of Article 9 (Confidential Information) shall survive the termination or expiration of this Agreement for a period of five (5) years.

Without limiting Section 13. 19(a), each Lender or any Person who has received funds on behalf of a Lender (and each of their respective successors and assigns) hereby further agrees (on its own behalf and on behalf of any Person who has received funds for its account) that if it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in this Agreement or in a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates), or (z) that such Lender or other such recipient otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), then in each such case: (i) it acknowledges and agrees that (A) in the case of immediately preceding clauses (x) or (y), an error and mistake shall be presumed to have been made (absent written confirmation from the Administrative Agent to the contrary) or (B) an error and mistake has been made (in the case of immediately preceding clause (z)), in each case, with respect to such payment, prepayment or repayment; and (ii) such Lender shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within one Business Day of its knowledge of the occurrence of any of the circumstances described in immediately preceding clauses (x), (y) and (z)) notify the Administrative Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent pursuant to this ‎Section 13.19(b). For the avoidance of doubt, the failure to deliver a notice to the Administrative Agent pursuant to this Section 13.19(b) shall not have any effect on a Payment Recipient’s obligations pursuant to Section 13.19(a) or on whether or not an Erroneous Payment has been made.

Without limiting Section 13. 8.(a), notwithstanding anything herein to the contrary, each Party shall, and shall cause its Affiliates, and each of their respective directors, officers, employees, consultants, contractors, agents and owners, to, not use, or export, assign or otherwise transfer (whether by assignment, sale, operation of law, sublicense or otherwise) to any person, entity or country, this Agreement or any rights or obligations hereunder, any of the Equipment or any of Confidential Information, or exercise any rights hereunder, which, if done by Party directly, would violate any applicable laws and regulations (including any export control laws or regulations) or which would otherwise result in Party being in violation of any laws or regulations.