Reservation and Limitation of Rights Clause Samples

Reservation and Limitation of Rights. Party A reserves all rights for itself and its affiliates that are not explicitly granted to Party B under this Agreement. In addition to the above authorized rights, without Party A’s prior written consent, Party B (i) shall not, and/or authorize a third party to, use, broadcast or disseminate the Authorized Matches and Match Resources on any platform other than the authorized channels specified in this Agreement, regardless of whether the platform belongs to Party B or its affiliate, and regardless of whether the platform owner has any business, strategy, or equity relationships with Party B or its affiliate; (ii) shall not use any content other than the Match Resources and other authorized materials provided by Party A, including but not limited to the trademarks, graphics, logo and text of Party A or Party A’s affiliates, or the trademarks, materials and data of League of Legends, as well as any content or constituent elements related to League of Legends.
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Reservation and Limitation of Rights. (a) This Agreement and the terms and conditions hereof shall not be deemed to be an admission by Vencor or Ventas in respect of any matter whatsoever. (b) Notwithstanding anything in the Tax Allocation Agreement or the Tax Stipulation to the contrary, each Party hereby waives any claim it may have against the other Party and releases the other Party with respect to (i) any and all obligations in respect of any Tax Deficiency paid out of the Escrow Funds as provided in Section 7(b) above, (ii) any and all amounts of the Escrow Funds applied to satisfy any Tax Deficiency, (iii) any and all claims and obligations respecting any Tax Deficiency paid from the Vencor Account or the Ventas Account maintained under the Tax Stipulation prior to the Effective Date in accordance with the terms of such Tax Stipulation, and (iv) any and all claims under the Tax Allocation Agreement (including with respect to any Tax Attributes absorbed under applicable law by tax adjustments or Tax Deficiencies), except for (x) claims with respect to Excess Tax Liabilities as provided for in Section 8(d) hereof and (y) claims for breach of Article X of the Tax Allocation Agreement as amended hereby. (c) Notwithstanding anything in the Tax Allocation Agreement to the contrary, the Parties agree that each expressly reserves the right at any time during the term of this Agreement to bring an arbitration proceeding under Article VIII of the Tax Allocation Agreement in order to resolve a dispute between the Parties regarding any aspect of their joint conduct of matters referred to in Section 5 above, except that all such dispute costs shall be paid by the non-prevailing Party or as the arbiter may direct. (d) Notwithstanding anything in the Tax Allocation Agreement to the contrary the Parties agree: (i) that each Party expressly reserves the right during the term of this Agreement to bring an arbitration proceeding under Article VIII of the Tax Allocation Agreement at any time within the first 6 months after the final determination (being an uncontested determination by a taxing authority or the final decision (not subject to further appeal) of any court having jurisdiction over the subject matter) in respect of the portion of any assessment, or payment by one or more Parties of any Subject Tax or Taxes that in the aggregate exceed the amount of Escrow Funds remaining in the Escrow Account after all required payments therefrom pursuant to Section 7 and which cannot therefore be paid in full ...
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Reservation and Limitation of Rights 
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Related to Reservation and Limitation of Rights

  • Limitation of Rights The Option does not confer to the Optionee or the Optionee's personal representative any rights of a shareholder of the Company unless and until shares of Stock are in fact issued to such person in connection with the exercise of the Option. Nothing in this Option Agreement shall interfere with or limit in any way the right of the Company or any Subsidiary to terminate the Optionee's employment at any time, nor confer upon the Optionee any right to continue in the employ of the Company or any Subsidiary.

  • Reservation of Rights NYISO and Connecting Transmission Owner shall have the right to make unilateral filings with FERC to modify this Agreement with respect to any rates, terms and conditions, charges, classifications of service, rule or regulation under section 205 or any other applicable provision of the Federal Power Act and FERC’s rules and regulations thereunder, and Developer shall have the right to make a unilateral filing with FERC to modify this Agreement pursuant to section 206 or any other applicable provision of the Federal Power Act and FERC’s rules and regulations thereunder; provided that each Party shall have the right to protest any such filing by another Party and to participate fully in any proceeding before FERC in which such modifications may be considered. Nothing in this Agreement shall limit the rights of the Parties or of FERC under sections 205 or 206 of the Federal Power Act and FERC’s rules and regulations thereunder, except to the extent that the Parties otherwise mutually agree as provided herein.

  • No Limitation of Rights The rights and remedies of the State and the Authorized Users provided in this clause are in addition to and do not limit any rights afforded to the State and the Authorized Users by any other clause of the Contract.

  • Effect of Settlement/Reservation of Rights The following shall apply: (a) This Settlement Agreement resolves the civil claims of CARB for the violations alleged in this Settlement Agreement. (b) CARB reserves, and this Settlement Agreement is without prejudice to, all claims, rights, and remedies against Pyrolites Firestarters with respect to all matters not expressly resolved in this Settlement Agreement. Notwithstanding any other provision of the Settlement Agreement, CARB reserves all claims, rights, and remedies, whether in law or equity, against Pyrolites Firestarters with respect to: (i) Noncompliance with or enforcement of any provision of this Settlement Agreement. (ii) Facts that were not disclosed by Pyrolites Firestarters to CARB. (iii) Violation of the California Health and Safety Code and its implementing regulations, or other State laws, regulations, or permit condition(s) not expressly resolved in this Settlement Agreement. (iv) Any imminent and substantial endangerment to the public health, welfare, or the environment in California, whether related to the violations addressed in this Settlement Agreement or otherwise. (v) Any criminal liability. (vi) Any claim(s) of any officer or agency of the United States or California, other than CARB. (c) In any subsequent administrative or judicial proceeding initiated by CARB for injunctive relief, civil penalties, or other appropriate relief relating to enforcement of the Settlement Agreement, Pyrolites Firestarters shall not assert, and may not maintain, any defense or claim based upon the principles of waiver, res judicata, collateral estoppel, issue preclusion, claim preclusion, claim-splitting, or other defenses based upon any contention that the claims raised by CARB in the subsequent proceeding were or should have been brought in the instant case. (d) This Settlement Agreement does not limit or affect the rights of Pyrolites Firestarters or of CARB against any third parties not covered by this Settlement Agreement, nor does it limit the rights of third parties not covered by this Settlement Agreement against Pyrolites Firestarters, except as otherwise provided by law. This Settlement Agreement shall not be construed to create rights in, or grant any cause of action to, any third party not covered by this Settlement Agreement. (e) This Settlement Agreement is not a permit, or a modification of any permit, under any federal, State, or local laws or regulations. Pyrolites Firestarters is responsible for achieving and maintaining compliance with all applicable federal, State, and local laws, regulations, and permits; Pyrolites Firestarters’ compliance with this Settlement Agreement shall not be a defense to any action commenced pursuant to any such laws, regulations, or permits. CARB does not, by its execution of this Settlement Agreement, warrant or aver in any manner that Pyrolites Firestarters’ compliance with any aspect of this Settlement Agreement will result in compliance with any provisions of federal, State, or local laws, regulations, or permits.

  • Limited Warranty and Limitation of Liability A. EBSCO and its licensors disclaim all warranties, express or implied, including, but not limited to, warranties of merchantability, noninfringement, or fitness for a particular purpose. Neither EBSCO nor its licensors assume or authorize any other person to assume for EBSCO or its licensors any other liability in connection with the licensing of the Databases or the Services under this Agreement and/or its use thereof by the Licensee and Sites or Authorized Users. B. THE MAXIMUM LIABILITY OF EBSCO AND ITS LICENSORS, IF ANY, UNDER THIS AGREEMENT, OR ARISING OUT OF ANY CLAIM RELATED TO THE PRODUCTS, FOR DIRECT DAMAGES, WHETHER IN CONTRACT, TORT OR OTHERWISE SHALL BE LIMITED TO THE TOTAL AMOUNT OF FEES RECEIVED BY EBSCO FROM LICENSEE HEREUNDER UP TO THE TIME THE CAUSE OF ACTION GIVING RISE TO SUCH LIABILITY OCCURRED. IN NO EVENT SHALL EBSCO OR ITS LICENSORS BE LIABLE TO LICENSEE OR ANY AUTHORIZED USER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES RELATED TO THE USE OF THE DATABASES OR SERVICES OR TO THESE TERMS AND CONDITIONS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. C. Licensee is responsible for maintaining a valid license to the third party resources configured to be used via the Services (if applicable). EBSCO disclaims any responsibility or liability for a Licensee accessing the third party resources without proper authorization. D. EBSCO is not responsible if the third party resources accessible via the Services fail to operate properly or if the third party resources accessible via the Services cause issues for the Licensee. While EBSCO will make best efforts to help troubleshoot problems, Licensee acknowledges that certain aspects of functionality may be dependent on third party resource providers who may need to be contacted directly for resolution.