Reservation of rights clause samples

2. Reservation of Rights.Nothing in this Agreement restricts in any way any rights the Parties may have to the CIE Proceeds.

Under the section General Information About the Amendments and Reverse Split – Reservation of Rights in the Revised Information Statement, the Partnership disclosed the factors upon which the decision to withdraw or modify the Reverse Split will be based. Please see page 26of the Revised Information Statement. The disclosure also provides that the Partnership will notify its limited partners in accordance with applicable rules and regulations. The Partnership plans to issue a press release and file a Current Report on Form 8-K to notify its limited partners if the Partnership withdraws or modifies the Reverse Split. In the Summary section of the Original Information Statement on page 7, which you reference, a cross reference to this disclosure was provided. However, the Partnership has revised the Summary section to discuss the factors upon which the decision to withdraw or modify the Reverse Split will be based, to note that the Partnership will provide notice of such decision to its limited partners and to continue to cross reference the additional disclosure in the Revised Information Statement under General Information About the Amendments and Reverse Split – Reservation of Rights. Please see page 7 of the Revised Information Statement.

6.3 Reservation of Rights. The Parties hereby acknowledge and agree that nothing in this ArticleVI shall be construed to require Vornado or any of its Affiliates to continue the Vornado Nonqualified Deferred Compensation Plans before or after the Effective Time. Vornado reserves the right, in its sole discretion, to amend or terminate the Vornado Nonqualified Deferred Compensation Plans at any time after the date of this Agreement, to the extent permitted or required under the terms of the Vornado Nonqualified Deferred Compensation Plans or applicable Law.

7.3 Reservation of Rights. The Parties hereby acknowledge that, except for the obligations described in this ArticleVII, nothing in this ArticleVII shall be construed to require either Vornado or Newco (and their respective Affiliates) to continue any cash incentive awards program, deferred compensation plan, or severance plan after the Effective Time. The Parties agree that each of Vornado and Newco reserves the right, in its sole discretion, to amend or terminate any cash incentive awards program, deferred compensation plan, or severance plan maintained by the Vornado Group or the Newco Group, respectively, at any time after the Effective Time to the extent permitted under the terms of the applicable cash incentive awards program, deferred compensation plan, or severance plan and applicable Law; provided that no such amendment shall prevent the actions described in this ArticleVII.

3.2 Reservation of Rights. Except as provided in Section3.1, the Parties hereby acknowledge that nothing in this ArticleIII shall be construed to require (a)Vornado or any of its Affiliates to continue the Vornado 401(k)Plan before or after the Effective Time, and (b)Newco or any of its Affiliates to continue the Newco 401(k)Plan after the Effective Time following its establishment and receipt of the asset and Liability transfer described in Section3.1. The Parties agree that (i)Vornado reserves the right, in its sole discretion, to amend or terminate the Vornado 401(k)Plan at any time following the date of this Agreement in accordance with its terms and applicable Law, and (ii)Newco reserves the right, in its sole discretion, to amend or terminate the Newco 401(k)Plan at any time following the date of this Agreement in accordance with its terms and applicable Law; provided that no such amendment to either the Vornado 401(k)Plan or the Newco 401(k)Plan shall prevent the actions described in Section3.1.

4.6 Reservation of Rights. The Parties hereby acknowledge and agree that nothing in this ArticleIV shall be construed to require (a)Vornado or any of its Affiliates to continue any Vornado Benefit Plan before or after the Effective Time, or (b)Newco or any of its Affiliates to continue any Newco Benefit Plan before or after the Effective Time, in each case, except as set forth in ArticleVII. Each of Vornado and Newco reserves the right, in its sole discretion, to amend or terminate any Vornado Benefit Plan and any Newco Benefit Plan, respectively, at any time after the date of this Agreement, to the extent permitted or required under the terms of the applicable Vornado Benefit Plan, Newco Benefit Plan or applicable Law; provided that no such amendment or termination shall prevent the actions described in ArticleIV.

5.4 Reservation of Rights. The Parties hereby acknowledge and agree that nothing in this ArticleV shall be construed to require (a)Vornado or any of its Affiliates to continue the Vornado Equity Plan before or after the Effective Time, or (b)Newco or any of its Affiliates to continue the Newco Equity Plan before or after the Effective Time. Each of Vornado and Newco reserves the right, in its sole discretion, to amend or terminate the Vornado Equity Plan (and the awards thereunder) and the Newco Equity Plan (and the awards thereunder), respectively, at any time after the date of this Agreement, to the extent permitted or required under the terms of the Vornado Equity Plan, Newco Equity Plan or applicable Law; provided that no such amendment or termination shall prevent the actions described in ArticleV.

Section3.2Reservation of Rights. The licenses granted in Section2.1 (License) above are granted solely to Licensee, and not, by implication or otherwise, to any parent, subsidiary or Affiliate of Licensee. Upon termination of this Agreement, Licensor reserves the right to revoke, at its sole discretion, all licenses granted in Section2.1 (License).

4.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 provision of this Certificate, in the manner now or hereafter prescribed by statute.

3.2. 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.

Section 2.Limited Waiver.The Bank hereby waives the covenant in Section 8.03(c) of the Reference Agreement (as such term is defined in the Agreement before giving effect to this First Amendment), with retroactive effect as of September 30, 2019, to the extent that the covenant required the Borrower to deliver a certificate of a Financial Officer together with the financial statements delivered on September 30, 2019.Except as expressly provided herein, this First Amendment shall not limit or otherwise adversely affect the rights of the Bank under the Agreement.The Bank reserves the right to insist on strict compliance with the terms of the Agreement, and the Borrower expressly acknowledges such reservation of rights.The execution of this First Amendment will not, either alone or taken with other waivers of provisions of the Agreement, be deemed to create or be evidence of a course of conduct.Any future or additional waiver of any provision of the Agreement shall be effective only if set forth in a writing separate and distinct from this First Amendment.Except as expressly provided herein, the Agreement shall remain in full force and effect, without further amendment or modification.

2.Reservation of Rights.This Agreement, together with the Merger Agreement, contains the entire understanding of the Parties with respect to the subject matter of this Agreement and from and after the date hereof, the Merger Agreement shall be deemed to mean the Merger Agreement, as amended by this Agreement.The parties hereto agree that this Agreement shall not be deemed to constitute a waiver of any existing right or remedy under the Merger Agreement.Except as specifically stated herein, (i) each party hereto hereby expressly reserves all rights and remedies available to such party for the full protection and enforcement of its rights or remedies under the Merger Agreement, without prejudice to any rights or remedies that such party may now have or may have in the future under or in connection with the Merger Agreement, and (ii) the Merger Agreement, as amended by this Agreement, shall continue in full force and effect in accordance with the provisions thereof.

5.Reservation of Rights.NOTHING HEREIN OR OTHERWISE SHALL BE DEEMED TO CREATE A COURSE OF DEALING OR OTHERWISE ENTITLE BORROWER TO A CONSENT TO, OR A WAIVER, AMENDMENT, MODIFICATION, DEFERRAL, OR OTHER CHANGE OF, ANY OF THE TERMS, CONDITIONS, OBLIGATIONS, COVENANTS, OR AGREEMENTS CONTAINED IN THE MASTER AGREEMENT OR ANY OTHER LOAN DOCUMENTS IN SIMILAR OR DIFFERENT CIRCUMSTANCES IN THE FUTURE. BORROWER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT SHALL NOT BE DEEMED AN AGREEMENT BY LENDER TO MAKE OR RENEW ANY LOANS, GRANT ANY FURTHER DEFERRALS OR WAIVERS OR EXTEND ANY FORBEARANCES OR FINANCIAL ACCOMMODATIONS OTHER THAN THOSE SPECIFICALLY CONTAINED HEREIN.

1 SECTION 3 WAIVER; RESERVATION OF RIGHTS. 3.1 Acknowledgment of Subject Defaults, Etc. Obligors hereby acknowledge, confirm and agree that Borrowers have violated the terms and provisions of the Loan Agreement by failing to maintain a Fixed Charge Coverage Ratio of not less than 1.0 to 1.00 as of the end of the months ended May 2019, June 2019 and July 2019, and a result thereof, Events of Default exist and are continuing under Section 11.1(c) of the Loan Agreement (collectively, the “Subject Defaults”).

3.4 Reservation of Rights. Subject to the waiver contained in Section 3.2, Lender reserves the right, in its discretion, to exercise any or all of its rights and remedies under the Loan Agreement and the other Loan Documents as a result of any Event of Default which may be continuing on the date hereof or any Event of Default which may have occurred or occur after the date hereof, and Lender has not waived any of such rights or remedies, and nothing in this Amendment, and no delay on any of their parts in exercising any such rights or remedies, shall be construed as a waiver of any such rights or remedies.

19.No Waiver of Participation and Reservation of Rights.Except as expressly provided in this Agreement and in any amendment among the Parties, nothing herein is intended to, or does, in any manner waive, limit, impair or restrict the ability of each of the Parties to protect and preserve its rights, remedies and interests, including without limitation, its claims against any of the other Parties (or their respective affiliates or subsidiaries) or its full participation in the Chapter 11 Cases.If the transactions contemplated by this Agreement or in the Plan Term Sheet and the Plan are not consummated, or if this Agreement is terminated for any reason, the Parties fully reserve any and all of their rights.Pursuant to Federal Rule of Evidence 408 and any other applicable rules of evidence, this Agreement and all negotiations relating hereto shall not be admissible into evidence in any proceeding other than a proceeding to enforce its terms.

22.Reservation of Rights.If the Restructuring is not consummated as provided herein, if a Termination Event occurs, or if this Agreement is otherwise terminated for any reason, the Collateral Manager fully reserves any and all of TPF’s rights, remedies and interests under the Indenture Agreement, the Note, applicable law and in equity.

SECTION3. Reservation of Rights. Notwithstanding any Default or Event of Default under the Repurchase Agreement with respect to which Buyer does not immediately exercise a remedy pursuant to the Repurchase Agreement, the Repurchase Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms and such failure of Buyer to exercise a remedy pursuant to the Repurchase Agreement shall not operate as a waiver of any of its respective rights, powers or privileges under the Repurchase Agreement or any other Program Document, including without limitation, any rights, powers or privileges relating to other existing or future breaches of, or Defaults or Events of Default under, the Repurchase Agreement or any other Program Document.

(c)Reservation of Rights. Except as provided in this Section8, an Optionee or Purchaser shall have no rights by reason of (i)any subdivision or consolidation of shares of stock of any class, (ii)the payment of any dividend or (iii)any other increase or decrease in the number of shares of stock of any class. Any issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or Exercise Price of Shares subject to an Option. The grant of an Option pursuant to the Plan shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, to merge or consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or assets.