Example ContractsClausesGovernment Reservation
Government Reservation
Government Reservation contract clause examples

Government Reservation. Rights under this Agreement are subject to rights required to be granted to the Government of the United States of America pursuant to 35 USC Section 200-212, including a nonexclusive, nontransferable, irrevocable, paid-up license to practice or have practiced for or on behalf of the United States the Subject Technology and Patent Rights throughout the world to the extent required by 35 USC Section 200-212.

Government Reservation. Rights under this Agreement are or may be subject to rights required to be granted to the Government of the United States of America pursuant to 35 USC Sections 200-212, 42 USC 241, 37 CFR 401, and 42 CFR 52, including a nonexclusive, nontransferable, irrevocable, paid-up license to practice or have practiced for or on behalf of the United States the subject inventions throughout the world. Rights under this Agreement are further subject to the terms of those certain Cancer Research Grant Contracts between Baylor and the Cancer Prevention and Research Institute of Texas with effective dates of April 1, 2010, December 10, 2010, and June 1, 2011 (each a “CPRIT Grant Agreement” and collectively, the “CPRIT Grant Agreements”; [Exhibits A1], A2, and A3, respectively). To the extent that there is a conflict between the terms of this Agreement and the terms of the CPRIT Grant Agreements or any applicable law or regulation, # the terms of the law or regulation shall prevail over this Agreement and the CPRIT Grant Agreements, and # the CPRIT Grant Agreements shall prevail over this Agreement. Cell Medica shall use reasonable efforts to disclose sufficient information to Baylor so that Baylor can satisfy its reporting obligations to CPRIT set forth in the CPRIT Grant Agreements.

Government Reservation. Rights under this Agreement are subject to rights required to be granted to the Government of the United States of America pursuant to 35 USC Section 200-212, including a nonexclusive, nontransferable, irrevocable, paid-up license to practice or have practiced for or on behalf of the United States the Subject Technology and Patent Rights throughout the world to the extent required by 35 USC Section 200-212.

Reservation. So long as any Series B Preferred Shares remain outstanding, the Company shall at all times reserve at least 200% of the number of shares of Common Stock as shall from time to time be necessary to effect the conversion, including without limitation, Alternate Conversions, of all of the Series B Preferred Shares then outstanding at the Alternate Conversion Price then in effect (without regard to any limitations on conversions) (the “Required Reserve Amount”). The Required Reserve Amount (including, without limitation, each increase in the number of shares so reserved) shall be allocated pro rata among the Holders based on the number of the Series B Preferred Shares held by each Holder on the Initial Issuance Date or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Series B Preferred Shares, each transferee shall be allocated a pro rata portion of such Holder’s Authorized Share Allocation. Any shares of Common Stock reserved and allocated to any Person which ceases to hold any Series B Preferred Shares shall be allocated to the remaining Holders of Series B Preferred Shares, pro rata based on the number of the Series B Preferred Shares then held by the Holders. Notwithstanding the foregoing, a Holder may allocate its Authorized Share Allocation to any other of the securities of the Company held by such Holder (or any of its designees) by delivery of a written notice to the Company.

Reservation. Except as expressly set forth in this Agreement, each Party reserves all rights in its Products. Neither RA nor its Affiliates will promote, market, advertise, sell or distribute the [[PTC:Organization]] Products or licenses for the [[PTC:Organization]] Products except in the fields, territories and use cases expressly permitted by Sections 5.1, 5.2, 5.3, and 5.4.

Reservation. Landlord reserves the area beneath and above the Leased Premises and Building as well as the exterior thereof together with the right to install, maintain, use, repair and replace pipes, ducts, conduits, wires, and structural elements leading through the Leased Premises serving other parts of the Building and Common Areas of the Complex, so long as such items are concealed by walls, flooring or ceilings. Such reservation in no way affects the maintenance obligations imposed herein. Landlord may change the shape, size, location, number and extent of the improvements to any portion of the Building or Common Areas of the Complex and/or the address or name of the Building without the consent of Tenant.

Reservation. This Lease does not grant any right to light or air over or above the Building. Landlord excepts and reserves exclusively to itself any and all rights not specifically granted to Tenant under this Lease. Notwithstanding anything to the contrary contained in this Lease, Tenant shall not have any right to use the roof of the Building for any purpose without the prior written approval of Landlord and all of the unit owners in accordance with the Declaration. This Lease constitutes the entire agreement between the parties and supersedes all prior agreements and understandings related to the Premises, including all lease proposals, letters of intent and other documents. Neither party is relying upon any warranty, statement or representation not contained in this Lease. This Lease may be modified only by a written agreement signed by an authorized representative of Landlord and Tenant. Notwithstanding the foregoing, the provisions of this Section 28.18 shall be deemed to be an shall be construed as an express waiver by Tenant of any interest Tenant may have as a “party in interest” (as such quoted term is defined in Section 12-10 Zoning Lot of the Zoning Resolution of the City of New York) in the Building.

Reservation. Provided Licensee has complied with the terms of the Agreement, at Licensee’s written request, Licensee may exploit CALVIN KLEIN JEANS (no other derivative marks) in connection with the manufacture, wholesale and retail sale, distribution, advertising and promotion of Products with CKI’s prior written agreement, exercised in CKI’s sole discretion, under terms and conditions set forth therein. The products bearing the applicable derivative will be​, (and for distribution through certain distributors of Licensee and retail channels) as agreed between the parties and set forth in the applicable amendment to the Agreement (as part of the applicable grant). Licensee hereby agrees that, unless otherwise approved by CKI in its sole discretion, the CK/CALVIN KLEIN Licensed Mark may only be used for Swiss made watch Licensed Products. In addition, CKI may subsequently consider and evaluate what it deems appropriate (in light of CKI’s brand architecture) and may designate a different name, or mark, or, instead, with Licensee’s approval, identification or indicia (e.g. design elements or color), that CKI believes would be more appropriate for Licensee to use to distinguish Swiss made watch Licensed Products, in which case such replacement name, mark, identification or indicia will be added hereto by amendment. Except as noted above, CKI reserves all rights in and to the Licensed Marks except as specifically granted herein including, without limitation, those rights set forth in this § 1.2, and CKI reserves all rights to “Calvin”, “Calvin/Calvin Klein”, and all logo forms thereof, and all rights to Calvin Klein and other marks in other logo forms, or on other color labels, as well as with other words e.g. “Calvin Klein Collection”, “Calvin Klein Performance”, “Calvin Klein Golf”, “Calvin Klein platinum” or “Calvin Klein” on a platinum color label and any other derivations or variations or logos or other marks (or other logo forms of the Licensed Marks). For the avoidance of doubt, CKI’s reservation of rights to a “Collection” or top price tier of Licensed Marks relates to jewelry. However, CKI will not exercise any of such rights, or authorize any third party besides Licensee to exercise such rights, except # with respect to a “Collection” tier of jewelry Products at suggested retail prices no lower than ​ of the highest suggested retail prices for jewelry Products of the same type included in the license grant hereunder (“Collection Tier Jewelry”) and # as set forth in [sections 1.2.1 and 1.2.2] below. Furthermore, CKI agrees that it will not grant to a third party a license to use a “Collection” tier derivative of the Licensed Mark in the Territory on jewelry Products during the term of the Agreement unless ​.

Reservation. So long as this Note remains outstanding, the Maker covenants and agrees that at all times the Maker shall reserve and keep available for the Payee out of its authorized and unissued shares of Common Stock, free from pre-emptive rights or any other actual contingent purchase rights of persons other than the Payee, one hundred percent (100%) of the maximum number of shares of Common Stock issuable upon conversion of this Note (the “Underlying Shares”). Any shares of Common Stock issued to the Payee upon conversion of this Note shall be subject to the provisions of the registration rights agreement, dated ​, between the Maker and the Payee, regarding the ownership of Registrable Securities as defined therein.

Share Reservation. The Company shall at all times reserve and keep available out of its authorized Common Stock a number of shares equal to the quotient of the Outstanding Balance divided by the Conversion Price. Within 3 (three) Business Days following the receipt by the Company of a Holder’s notice that such minimum number of shares of Common Stock is not so reserved, the Company shall promptly reserve, on file with the Company’s transfer agent, a sufficient number of shares of Common Stock to comply with such requirement.

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