The "Reservation of Rights" clause ensures that a party does not waive any legal rights or remedies available to them by entering into an agreement or by refraining from enforcing any term or condition immediately. It serves to protect a party's ability to enforce rights at a later time, without implying consent or acceptance of any contractual breaches.
Reservation of Rights. Lender previously notified Borrowers of the existence of certain Events of Default under Section 9.1(c) of the Loan Agreement due to Borrowers’ failure to: (a) deliver to Lender, within 30 days after calendar month end, Borrowers’ monthly financial statements for the month ending December 31, 2019, as required by Section 6.5 of the Loan Agreement, and (b) maintain EBITDA of (i) not less than ($50,000) for the one month period ending November 30, 2019, (ii) not less than ($50,000) for the one month period ending December 31, 2019, (iii) not less than ($25,000) for the four month period ending January 31, 2020, and (b) not less than $18,000 for the five month period ending February 29, 2020, in each case, as required by Section 8.22 of the Loan Agreement (collectively, the “Previously Noticed Specified Defaults”). In addition, Lender hereby notifies Borrowers of the existence of additional Events of Default under (a) Section 9.1(c) of the Loan Agreement as a result of Borrowers’ failure to deliver to Lender, on or before December 31, 2019, its financial projections for the 2020 Fiscal Year and each succeeding Fiscal Year ending on or prior to the Revolving Credit Termination Date, as required under Section 6.7 of the Loan Agreement and (b) Section 9.1(e) of the Loan Agreement as a result of Borrowers’ failure to deliver to Lender the original Perfect Crab Note (as defined in that certain Joinder and Seventh Amendment to Loan and Security Agreement dated as of November 26, 2019, among Borrowers and Lender (the “Seventh Amendment”)), as required under Section 12 of the Seventh Amendment (the “Additional Specified Defaults”, and together with the Previously Noticed Specified Defaults, the “Specified Defaults”). As a result of the Specified Defaults, Lender is legally entitled to, among other things: (a) declare all of the Obligations immediately due, payable and performable and to enforce collection of the Obligations by repossessing and disposing of any interest in the Collateral, and to proceed against any and all of Borrowers and Guarantors for any deficiency, and (b) pursue and enforce any and all of its remedies against Borrowers, Guarantors, and any Collateral as are more specifically set forth in the Loan Documents or as is otherwise permitted under applicable law.
Reservation of Rights. UIRF reserves for itself and for the UI: (a) the right to practice and have practiced the Patent Rights and Technical Information, including to use, have used, make, have made, transfer and have transferred the Patent Rights and the Technical Information for UI educational, or other non-profit university uses, including for research and development and/or educational purposes, clinical trials and patient care purposes, and to publish thereon; and (b) all other right, title, and interest not expressly granted in Section 2.1, License."
HSI’s Reservation of Rights. HSI reserves all rights not expressly granted to Company under this Agreement. For the avoidance of doubt, the reservation of rights contained in this Section 3.2: a) allows HSI to use the Licensed Patents outside the Field of Use; but b) does not include the right for HSI to compete, either directly or indirectly, with Company in the Field of Use.
Reservation of Rights. Subject to the waiver provided herein, the Merger Agreement shall remain in full force and effect. Except as expressly set forth herein, this Waiver shall not be deemed to be a waiver, amendment or modification of any provision of the Merger Agreement or any right, power or remedy of the parties, or constitute a waiver of any provision of the Merger Agreement (except to the extent herein set forth), or any other document, instrument and/or agreement executed or delivered in connection therewith, in each case whether arising before or after the date hereof or as a result of performance hereunder or thereunder. Except as set forth herein, each party reserves all rights, remedies, powers, or privileges available under the Merger Agreement, at law or otherwise.
Reservation of Rights. None.
Grant of Distribution Rights and Reservation of Rights. Grant. Subject to the terms and conditions herein, for the Term, Manufacturing hereby grants to Brewery an exclusive right to all customers seeking private label and/or contract brewing services. Scope of Brewing. The brewing rights hereby granted by Manufacturing covers all applications, uses, activities, products, devices, and processes whatsoever without limitation.
Reservation of Rights. This Agreement is not intended, nor shall it be interpreted, to constitute a contract of employment for a specified duration. Your employment is "at-will" and each of you and Freddie Mac retain the discretion to terminate the employment relationship at any time for any lawful reason with or without notice. This offer of employment is contingent upon Freddie Mac's satisfaction, in its sole discretion, with your references and the results of your background checks and drug test. During the course of your review of this Agreement, Freddie Mac expects that you have had the opportunity to consult with and receive assistance from appropriate advisors, including legal, tax, and financial advisors.
Reservation of Rights. Worthington Steel acknowledges and agrees that the WBS contains valuable confidential information of New Worthington and is protected or able to be protected by domestic and foreign trade secret and copyright laws and other forms of proprietary rights. The Parties acknowledge and agree that, as between the Parties, New Worthington is the sole and exclusive owner of and shall retain all right, title and interest in and to the WBS, including all Intellectual Property rights therein. Any use of the WBS not specifically permitted under this Article II is expressly prohibited. All rights to the WBS not expressly granted hereunder by New Worthington are expressly reserved by New Worthington, and no other license or right is granted to Worthington Steel by implication, estoppel or otherwise. For the avoidance of doubt, New Worthington shall have the sole right to defend and enforce any and all Intellectual Property rights in the WBS.
No Waivers; Reservation of Rights. The Agents and the Lenders have not waived, are not by this Agreement waiving, and have no current intention of waiving, any Specified Default or any other Default or Event of Default which may be continuing on the date hereof or which may occur after the date hereof (whether the same or similar to any Specified Default or otherwise).
Reservation of Rights. The tolling set forth in Section 2 shall be limited precisely as written and relate solely to the Alleged RSA Breach and nothing in this Second Amendment shall be deemed to prejudice any right or remedy that the Consenting Lenders, the Agent, or the Company Parties may now have (except to the extent of the express provision set forth herein) or may have in the future under or in connection with the Restructuring Support Agreement or any instrument or agreement referred to therein. Upon termination of this Second Amendment, the Consenting Lenders, the Agent and the Company Parties (as applicable) shall be entitled to immediately take any and all actions and remedies under the Restructuring Support Agreement and applicable law in respect of any Lender Termination Events or Company Termination Events (as applicable) then existing.
No Other Amendments; Reservation of Rights; No Waiver. Other than as otherwise expressly provided herein, this Amendment shall not be deemed to operate as an amendment or waiver of, or to prejudice, any right, power, privilege or remedy of any party under the Agreement, nor shall the entering into of this Amendment preclude any party under the Agreement from refusing to enter into any further amendments with respect to the Agreement. Other than as otherwise expressly provided herein, this Amendment shall not constitute a waiver of compliance with any covenant or other provision in the Agreement or of the occurrence or continuance of any present or future default.
Reservation of Rights. The trustees of the Trust, as set forth in its governing instrument, reserve the right to amend, alter, change, or repeal any provisions contained in the Certificate of Trust, in the manner now or hereafter prescribed by statute.
Reservation of Rights; No Waiver. Secured Party has not waived, is not by this Amendment waiving, and has no intention of waiving, any defaults which occurred prior to this Amendment, or which may exist at the time of this Amendment, or which may occur after this Amendment. Secured Party has not agreed to forbear with respect to any of its rights or remedies concerning any Events of Default. Except as expressly set forth in this Amendment, Secured Party reserves all of its respective rights and remedies under the Loan Documents, at law or in equity, and at such times as Secured Party from time to time may elect.
A “Reservation of Rights” is a legal declaration made by a party, often enforced in contractual agreements, to assert or preserve rights while simultaneously performing under conditions that might otherwise imply a waiver or abandonment of those rights. This ensures that compliance or actions taken by the party do not inadvertently result in the loss of legal entitlements.
You should use a “Reservation of Rights” in circumstances where you need to perform a contractual obligation or engage in a particular activity without forfeiting any legal claims, defenses, or actions you might take in the future. This is particularly useful in situations such as:
To effectively write a “Reservation of Rights”, consider the following components:
Identify the Parties: Clearly state the involved parties’ names and roles.
Reference Relevant Contracts or Obligations: Mention any pertinent contracts or obligations that relate to the reservation.
Explicitly Reserve Rights: Clearly and unambiguously state that you are reserving specific rights. Use language such as:
“We hereby reserve all rights and defenses under [applicable contract/law], and our compliance with [action] shall not be construed as a waiver of any such rights.”
Condition the Reservation: Clarify the conditions or circumstances under which these rights are reserved.
Maintain Formality and Professionalism: Use appropriate legal or business language to maintain the formal nature of the declaration.
Reservation of Rights clauses or letters are typically found in various types of contracts and legal communications, such as:
These situations illustrate the necessity for careful legal language to ensure that rights are preserved without causing unintended waiver or relinquishment.
Dive deeper into the world of clauses and learn more about these other clauses that are used in real contracts.
A "Resignation for Good Reason" clause allows an employee to resign while still receiving severance benefits if significant negative changes—such as a substantial reduction in salary or job responsibilities—occur within the company environment without the employee's consent. This clause is designed to protect employees from adverse modifications to their employment terms, maintaining fairness and security in their job conditions.
The "Resolution Date" clause specifies a deadline by which a dispute, issue, or contractual obligation must be resolved or concluded. It establishes a fixed date to ensure timely action and closure between the parties involved, maintaining accountability and minimizing prolonged uncertainties.
A restrictive legend is a notation placed on a stock certificate or document indicating that the securities in question are subject to specific restrictions on resale, often to comply with regulatory requirements such as securities laws. This legend serves to inform potential buyers that the securities cannot be freely transferred or sold without meeting certain conditions or obtaining approval.
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