Independent Filing Sample Clauses

Independent Filing. In the event that after consideration thereof the Committee elects not to file a patent application in any Jurisdiction with respect to any Jointly Developed Technology, either Dermion or Ciba shall be entitled to file a patent application in such jurisdiction with respect to such Jointly Developed Technology (an "Independent Filing"). In such event, the party making the Independent Filing shall bear all Prosecution Costs with respect to such patent application and shall own all right, title and interest in and to any Patent Rights arising or resulting from such Independent Filing. Notwithstanding the foregoing, the other party may within one (1) year of the filing date elect to join the filing party in such Independent Filing, in which case (i) such other party shall pay to the filing party such other party's share of Prosecution Costs incurred by the filing party to date in connection with such Independent Filing plus an amount equal to ******************** (a "Premium") of all such Prosecution Costs, (ii) all Patent Rights arising or resulting from such filing shall be deemed
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Related to Independent Filing

  • Independent Auditors The Company shall, until at least the Termination Date, maintain as its independent auditors an accounting firm authorized to practice before the SEC.

  • Independent Audit In the event Transfer Agent determines, based on a review of complaints received in accordance with paragraph 18, above, that Insurance Company is not processing Contractholder transactions accurately, Transfer Agent reserves the right to require that Insurance Company’s data processing activities as they relate to this Agreement be subject to an audit by an independent accounting firm to ensure the existence of, and adherence to, proper operational controls. Insurance Company shall make available upon Transfer Agent’s request a copy of any report by such accounting firm as it relates to said audit. Insurance Company shall immediately notify Transfer Agent in the event of a material breach of operational controls.

  • Audit Reports; Management Letters; Recommendations Promptly after any request by the Administrative Agent or any Lender, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of any Loan Party by independent accountants in connection with the accounts or books of any Loan Party or any of its Subsidiaries, or any audit of any of them.

  • Independent Auditor The Company’s independent auditor, if any, shall be an independent public accounting firm selected by the Member, which may also be the Member’s independent auditor.

  • Independent Review Each of the parties hereto has reviewed this Release with its own counsel and advisors.

  • Consultation with Experts The Administrative Agent may consult with legal counsel, independent public accountants, and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts.

  • Independent Decision The Investor is not relying on the Issuer or on any legal or other opinion in the materials reviewed by the Investor with respect to the financial or tax considerations of the Investor relating to its investment in the Shares. The Investor has relied solely on the representations and warranties, covenants and agreements of the Issuer in this Agreement (including the exhibits and schedules hereto) and on its examination and independent investigation in making its decision to acquire the Shares.

  • Independent Accountant Xxxxxxxx LLP (the “Accountant”), which has expressed its opinions with respect to the audited financial statements (which term as used in this Agreement includes the related notes thereto) of the Company filed with the Commission as a part of the Registration Statement and included in the Disclosure Package and the Prospectus, is an independent registered public accounting firm as required by the Securities Act and the Exchange Act.

  • Cooperation with Accountants PFPC shall cooperate with the Fund's independent public accountants and shall take all reasonable actions in the performance of its obligations under this Agreement to ensure that the necessary information is made available to such accountants for the expression of their opinion, as required by the Fund.

  • Liaison with Accountants PFPC shall act as liaison with the Fund's independent public accountants and shall provide account analyses, fiscal year summaries, and other audit-related schedules with respect to each Portfolio. PFPC shall take all reasonable action in the performance of its duties under this Agreement to assure that the necessary information is made available to such accountants for the expression of their opinion, as required by the Fund.

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