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Reserved Rights
Reserved Rights contract clause examples

Reserved Rights. Notwithstanding anything to the contrary herein, no license, sublicense or other rights granted under Section 11.1 includes (or shall be construed to grant) any license, sublicense, right, immunity or authorization, either expressly, by implication, by estoppel or otherwise, under any intellectual property rights that are not expressly licensed hereunder.

Reserved Rights. Subject to [Section 2.6], vTv hereby reserves the right to practice, and to grant licenses under, the vTv Technology outside of the scope of the license granted in Section 2.1.

Additional secured or unsecured senior or subordinated Indebtedness of the Company or Holdings, the terms and conditions of which # shall provide for a maturity date no earlier than 180 days after the Latest Maturity Date hereunder and with no scheduled amortization or other scheduled payments of principal prior to such date, # shall be no more restrictive (without taking into account fees or interest rates), taken as a whole, than those set forth in the Loan Documents as in effect at the time such Indebtedness is incurred, except that this clause (ii) shall not prohibit Holdings and its Subsidiaries from issuing high-yield senior unsecured notes or high-yield subordinated unsecured notes pursuant to indentures containing customary covenants for the issuance of high yield debt securities in a public offering at such time and # shall otherwise be reasonably satisfactory to Administrative Agent; provided, that # after giving pro forma effect to the incurrence of such Indebtedness (and, if applicable, giving pro forma effect to any Subject Transaction), # the Leverage Ratio is less than 3.50 to 1.00 and # the Consolidated Interest Coverage Ratio is greater than or equal to 3.0 to 1.0 and # no Default or Event of Default has occurred or is continuing at the time of incurrence or would result from the incurrence of such Indebtedness and # prior to the incurrence thereof, the Administrative Agent shall have received a certificate of a Responsible Officer of the Company or Holdings, as applicable, describing the terms of such Indebtedness and certifying the requirements of this [clause (k)] have been satisfied; provided, further, that Indebtedness permitted pursuant to this [clause (k)] shall only be permitted if proceeds of such Indebtedness are used in connection with a Permitted Acquisition or incurred to refinance other Indebtedness incurred in connection with a Permitted Acquisition;

A certificate as to any additional amounts payable pursuant to this Section 2.11 submitted by any Lender, through the Administrative Agent, to the Borrowers shall be conclusive in the absence of manifest error. The agreements in this Section 2.11 shall survive the termination of this Agreement, the expiration, cancellation, or other termination of the Letters of Credit, and the payment of the Revolving Credit Loans, the Competitive Loans and all other amounts payable hereunder (the date on which all of the foregoing shall have occurred, the “Final Date”), until the first anniversary of the Final Date. Notwithstanding anything contained in this Section 2.11, no Borrower shall be obligated to pay any greater amounts than such Lender(s) or Issuing Lender(s) is (are) generally charging other borrowers or account parties similarly situated to and of similar creditworthiness to the Borrowers.

any covenants or other provisions which are conformed (or added[[Borrower:Organization]] to the Loan Documents for the benefit of the Lenders or the Administrative Agent, as applicable, pursuant to an amendment to this Agreement effectuated in reliance on Section 9.02(d[[Borrower:Organization]](ii[[Borrower:Organization]]),

Notwithstanding anything in this Section 2.11(b[[Borrower:Organization]] to the contrary:

Rights Reserved. No license or any other right is granted to either Party, by implication or otherwise, except as specifically set forth in this Agreement. All rights not exclusively granted to SFJ are reserved to Apellis and its Affiliates. Notwithstanding any other provision of this Agreement to the contrary, and for clarity, no Intellectual Property or other proprietary rights Controlled by Apellis or its Affiliates will be assigned or licensed to SFJ in connection with this Agreement.

Declarant’s Reserved Rights. Wherever it appears in this Declaration that Declarant has the right to waive compliance with certain provisions, the right to approve or deny certain matters or the right to exercise its discretion in various areas, these rights of the Declarant are expressly reserved or retained by Declarant, and all of the provisions of this Declaration are subject to such retained and reserved rights.

With respect to any period commencing prior to the Closing Date, Consolidated Interest Expense shall be calculated with respect to the portion of such period prior to the Closing Date on a pro forma basis as if the Closing Date occurred on the first day of such period (and assuming that the Indebtedness incurred on the Closing Date was incurred on the first day of such period and, such Indebtedness bears interest during the portion of such period prior to the Closing Date at the weighted average of the interest rates applicable to outstanding Indebtedness during the portion of such period on and after the Closing Date and that no Indebtedness was repaid during the portion of such period prior to the Closing Date).

Reserved Rights. During the License Period, [[Organization A:Organization]] shall have no right to use the Patent Rights or Technology to make, use, or sell Licensed Products for commercial purposes, but [[Organization A:Organization]] reserves to itself # the right at all times to practice the Patent Rights and to use the Technology, and to make and use Licensed Products for research purposes within [[Organization A:Organization]], and # all other rights not granted to Licensee, including the rights to use and permit the use of Patent Rights and Technology for any purpose not in conflict with the provisions of the License.

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