The "Right of Reversion" clause refers to a contractual provision that allows property, rights, or interests to revert back to the original owner or grantor after certain conditions are met or upon the occurrence of specific events. This clause is often used in agreements to ensure that the original party retains future control over the asset if the terms of the agreement are not fulfilled or if certain triggers, like the expiration of a lease, come into effect.
8.RIGHT OF REVERSION 8.1. IDIBELL shall have the right to fully or partially revoke the Licence, as applicable, thus reverting the right to the Technology to IDIBELL and ICO, with the Company having no right to receive any indemnity or compensation, in the event that the Company: (a) ceases business activities for a continuous period of one (1) year, ceases to employ and/or utilise the Technology or part thereof subject to Licence. Notwithstanding the foregoing, the right of reversion shall not apply in the event that the Company continues to employ or utilise the results of the research and development activity, whether conducted directly or by third parties, over the Licenced Technology. (b) uses the Technology in violation of the foundational principles of IDIBELL or ICO, as described in their Bylaws.
The Company undertakes to provide IDIBELL with written notification of any of these circumstances one (1) month in advance, so that the Company may exercise the right of reversion established in this clause.
Subject to Landlord’s right of reversion stated below, Landlord hereby leases Tenant its Private User Network (“PUN”) power circuit and the associated downstream components as more particularly described in Exhibit A-3 . Upon termination of the Lease, for any reason at any time, Tenant’s interest and ownership in the PUN will revert to Landlord. Tenant may not assign its ownership of the PUN at any time to any other entity. All improvements or replacements in any PUN components identified in this Section 13 by Tenant and funded by Tenant, will be owned by Tenant during the term of the Lease and will be owned exclusively by Landlord upon termination of the Lease.
Pursuant to the Estoppel Agreement Whitton and Mentone acknowledged and confirmed their previous successive assignments of the Intellectual Property (as defined in the Estoppel) to Cell Science and waived any right of reversion or other claim to regain any right, title or interest in the Intellectual Property. Additionally the parties ratified and acknowledged that Cell Science is the sole ownership of the Intellectual Property and confirmed the license by Cell Science, as Licensor of the Intellectual Property and the Bakhu Licensed Technology (as defined in the Estoppel), to Bakhu, as licensee, pursuant to the Amended Restated License Agreement.
Subject to the terms and conditions of this Section 1.8, if on the fifth (5th) anniversary of the Closing Date, the Reversion Condition then exists, the Seller shall have the right (“Right of Reversion”), at its option, to require the Purchaser to assign (without Liability to the Purchaser) ownership of the Purchased Assets back to the Seller.
The Right of Reversion shall be exercisable by the Seller giving written notice to the Purchaser of its reasonable belief that a Reversion Condition has occurred under Section 1.8(a), together with a reasonably detailed explanation of the Reversion Condition (the “Reversion Notice”), and the Purchaser failing, during the sixty (60) day period following delivery of such notice, to cure in all material respects the condition(s) giving rise to the Reversion Condition (the “Reversion Cure Period”).
Following the delivery of the Reversion Notice and expiration of the Reversion Cure Period (provided that the Purchaser has not cured in all material respects the condition(s) giving rise to the Right of Reversion within the Reversion Cure Period), the Seller shall be deemed to have elected to have the ownership of the Purchased Assets transferred without Liability to the Purchaser to the Seller free and clear of Encumbrances and for no further consideration, in which case, the Seller and the Purchaser will execute all documents reasonably required to transfer ownership of all Purchased Assets to the Seller (including all modifications, enhancements, improvements, continuations and additions made to the Purchased Assets between the Closing Date and the date of transfer to the Seller) in a manner reasonably acceptable to both Parties.
The Right of Reversion shall expire upon the earlier of (i) the date that is ninety (90) days after the fifth (5th) anniversary of the Closing Date, or (ii) the date that the first New Regulatory Approval is obtained.
Right of Reversion of Common Deal Shares to SC Preferred. At any time and from time to time following the consummation of the Debt-for-Equity Exchange, SPV shall have the right to surrender Common Deal Shares held by SPV to Eastside and receive in exchange shares newly issued of SC Preferred (a “Reversion”). SPV may initiate a Reversion by sending written notice to Eastside (a “Reversion Notice”), stating the number of Common Deal Shares to be surrendered, the Exchange Rate, and the number of shares of SC Preferred to be issued. The notice will be effective and the Reversion will be deemed to have occurred on the date on which Eastside receives the Reversion Notice. Eastside will promptly thereafter, but in any event no later than two (2) business days following receipt of a Reversion Notice, cause its transfer agent to issue to SPV a notice of book entry reflecting the SC Preferred shares to be issued in connection with the Reversion. The number of shares of SC Preferred to be issued to SPV upon a Reversion shall be equal to the product of (A) the number of Common Deal Shares to be surrendered in such Reversion multiplied by (B) the Exchange Rate applicable to the Common Deal Shares to be surrendered in such Reversion. The “Exchange Rate” applicable to the Common Deal Shares to be surrendered in a Reversion will be the quotient equal to (A) the price at which the Common Deal Shares to be surrendered were issued divided by (B) the Stated Value (as defined in the Certificate of Designation) of a share of SC Preferred.
The “Right of Reversion” refers to a legal concept primarily found in property and contract law. It is the right to regain ownership or control of property or intellectual property after a certain condition has been met or a specified period has elapsed. This legal provision ensures that the original owner maintains a future interest in the property in question, which can automatically transfer back when certain predetermined conditions occur.
You should consider using the Right of Reversion in situations where:
This clause is particularly beneficial when the original owner wants to maintain a degree of long-term control over the property or asset.
To draft a Right of Reversion clause:
Example clause:
“Upon the expiration of the lease term, the right of possession shall revert to the Lessor, without need for further action by either party, unless renewed under conditions set forth in Section 4 of this agreement.”
Contracts that commonly include the Right of Reversion are:
These contracts incorporate such clauses to protect the interests of the granting party, ensuring they can reclaim ownership or control under agreed conditions.
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Dive deeper into the world of clauses and learn more about these other clauses that are used in real contracts.
The right of set-off is a contractual clause allowing one party to offset mutual debts with another party by deducting the owed amount against any obligations the other party has to them. This provision helps reduce the risk of default by enabling both parties to net out their liabilities and receivables.
The "Right to Audit" clause grants a party the ability to review and examine the financial records, systems, and practices of another party to ensure compliance with contractual terms and accuracy of financial reporting. This clause is often included to provide transparency and accountability, and to safeguard against fraud or mismanagement.
The "Right to Encumber" clause allows a party to use property as collateral to secure a debt or obligation, potentially impacting the property's marketability or the rights of other stakeholders. It grants the holder the ability to place liens or mortgages on the asset, often subject to terms and conditions outlined in the agreement.
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