Retention of Certain Rights. (a) Subject to the terms and conditions of this Agreement, and notwithstanding Section 2.1, DSPGI retains for itself, its successors and assigns, and its and their current and future Affiliates (and Ceva hereby grants to DSPGI, its successors and assigns, and its and their current and future Affiliates), a nonexclusive, perpetual, irrevocable, royalty-free, worldwide right and license to prepare derivative works of and otherwise modify, make, reproduce, sell and otherwise distribute, transmit, import, and otherwise use and exploit the Transferable Licensing IP (except for the Transferable Domain Names and Transferable Marks) solely in connection with the design, development, testing, manufacture, sale and other distribution, support, and other use and exploitation of DSPGI Products, including the right and license to prepare derivative works of and otherwise modify, make, reproduce, sell and otherwise distribute, transmit, import, and otherwise use and exploit any DSPGI Products based on, incorporating or otherwise using all or any portion of the Transferable Licensing IP. Subject to the limitations set forth Section 2.2(b) below, the rights and licenses set forth in this Section 2.2(a) include (i) the right to disclose the Transferable Licensing IP, provided that such disclosure is solely for use and exploitation in connection with DSPGI Products and in accordance with the confidentiality obligations set forth in this Agreement, and (ii) a license under the Transferable Patents to make, use and sell DSPGI Products. Subject to the limitations set forth in Section 2.2(b) below, the rights and licenses set forth in this Section 2.2(a) also include the right to grant licenses and/or sublicenses (with the rights of the licensees and/or sublicensees to grant further sublicenses) of any of the foregoing rights and licenses, provided that the licenses and/or sublicenses of (A) the Existing Cores are limited to use and exploitation as part of DSPGI Products that offer material functions and features in addition to the Existing Cores themselves, and (B) the Other Transferable Licensing IP are limited to use and exploitation in connection with DSPGI Products.
(b) Notwithstanding any rights retained by or granted to DSPGI or any other Transferring Entity in this Agreement or otherwise, DSPGI shall not, and shall ensure that each Transferring Entity shall not, under any circumstances grant any licenses or sublicenses of the Existing Cores (or disclose the designs of t...
Retention of Certain Rights. So long as the Collateral Agent has not exercised remedies with respect to the Collateral under this Agreement upon the occurrence of an Event of Default, the Pledgor reserves the right to exercise all voting and other rights with respect to the Collateral; provided that no vote shall be cast, right exercised or other action taken which could materially impair the Collateral.
Retention of Certain Rights. Notwithstanding anything to the contrary, Company retains, for itself and its affiliates, the right in its sole discretion to: A) subject only to the territorial rights granted to Franchisee by this Agreement, itself either directly or through the actions of its affiliates operate Residences at such locations as Company, in its sole discretion, deems appropriate; B) to utilize the System, or any portions thereof, in the operation of other assisted living facilities, nursing homes, residential care facilities, and other forms of congregate housing wherever located and operated by whomsoever, as determined by Company in its sole discretion; and C) subject only to the territorial rights granted to Franchisee by this Agreement, grant other franchises for licensed Residences at such locations as Company, in its sole discretion, deems appropriate.
Retention of Certain Rights. So long as Lender has not exercised remedies with respect to the Collateral under this Agreement or any other Credit Document upon the occurrence and during the continuance of an Event of Default, Grantor reserves all rights with respect to the Collateral (except as limited by the Credit Documents), including all rights to use, apply, modify, dispose of or otherwise deal with such Collateral, except as limited by the Credit Documents.
Retention of Certain Rights. So long as Lender has not exercised remedies with respect to the Collateral under this Agreement upon the occurrence and during the continuance of an Event of Default, Pledgor reserves the right to exercise all voting and other rights with respect to any part of the Collateral as to which Lender has not exercised remedies (except as limited by the Credit Agreement and this Agreement) and to receive all income, dividends and other distributions from the Collateral (except as limited by the Credit Documents).
Retention of Certain Rights. So long as the Collateral Agent has not given written notice to the Grantor of its intention to exercise its rights with respect to the Collateral under this Agreement upon the occurrence and during the continuation an Event of Default, the Grantor reserves all rights with respect to the Collateral (except as limited by the Loan Documents), including all rights to use, apply, modify, dispose of or otherwise deal with such Collateral (except as limited by the Loan Documents).
Retention of Certain Rights. So long as no Event of Default has occurred and is continuing, the Pledgor reserves the right, and has the right, to exercise all voting and other rights, title and interest with respect to the Collateral (except as limited by the Loan Documents) and, to the extent permitted under the Loan Guarantee Agreement, to receive all income, gains, profits, dividends and other distributions from the Collateral whether non-cash dividends, cash, options, warrants, stock splits, reclassifications, rights, instruments or other investment property or other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such rights and interests.
Retention of Certain Rights. Notwithstanding anything herein to the contrary, but subject to Section 4.5.1,
(a) Lilly retains and will have the freedom to Exploit under its own intellectual property rights any target (including Oncology Targets), compound or Antibody which (1) has been or is being actively pursued by Lilly as of the Effective Date, (2) has been or is identified independently from the Collaboration and/or (3) any NextCure Target that becomes publicly known and/or available other than as a result of the Research Collaboration; provided, that for clarity, this Section 4.5.4(a) shall not grant to Lilly any right or license under NextCure’s intellectual property rights or under any Collaboration Technology or to Exploit any NextCure Compound or NextCure Product; and
(b) NextCure retains and will have freedom to Exploit under its own intellectual property rights any target, compound or Antibody which (1) is an Excluded Target (2) is outside of the Collaboration Field [***], and/or (3) is not an Oncology Target and [***] within the Collaboration Field during the Research Term; provided that (i) in the case of clause (2), such rights are subject to prior notice to Lilly and Lilly retains all rights under this Agreement in the Collaboration Field in the event such target later becomes an Oncology Target, and (ii) in the case of clause (3), such rights are subject to [***], and, in each case, in no event shall NextCure or any of its Affiliates, for itself or for or on behalf of any Third Party, exploit a Collaboration Target or Lilly Target; provided, further, that, for clarity, this Section 4.5.4(b) shall not grant [***].
Retention of Certain Rights. So long as the Collateral Agent has not elected to exercise remedies under this Agreement in connection with an Event of Default that has occurred and is continuing, the Pledgor reserves the right to exercise all voting and other rights, title and interest with respect to the Collateral (except as limited by the Financing Documents) and, to the extent permitted under the Credit Agreement, to receive all income, gains, profits, dividends and other distributions from the Collateral whether non-cash dividends, cash, options, warrants, stock splits, reclassifications, rights, instruments or other investment property or other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such rights and interests.
Retention of Certain Rights. So long as Secured Parties have not exercised remedies with respect to the Collateral under and in accordance with this Agreement, upon the occurrence and during the continuance of an Event of Default, Chex reserves the right to exercise all voting rights with respect to the Pledged Equity Interests; provided, that no vote shall be cast, right exercised or other action taken which could materially impair the Collateral.
