Independent Laboratory Sample Clauses

Independent Laboratory a medical laboratory that is CLIA-certified Medicare to perform diagnostic and/or clinical tests and is independent of an Institutional Provider or a Professional Provider's office.
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Independent Laboratory. In the event the Parties fail to agree whether the Product has a Latent Defect, the matter shall be referred to an Independent Laboratory. Agilent shall forward a sample of retained Product from the Batch in question to the Independent Laboratory for testing and control purposes. Customer may also forward a sample of the affected Product to the Independent Laboratory for such evaluation. The Parties shall mutually agree to the controls and procedures used by the Independent Laboratory to test the Product. Each Party shall have the right to audit the Independent Laboratory to determine whether there was any departure from the established controls and procedures used to test the Product. In the event a Party determines that there was a departure from the established controls and procedures, the Party shall notify the other Party in writing within [**] and the Parties shall resolve the matter in accordance with Section 16.b. In the absence of such determination, the decision of the Independent Laboratory shall be final and binding on the Parties. If the Independent Laboratory determines that the Product has a Latent Defect, then the Independent Laboratory’s fees shall be borne by Agilent and Agilent shall [**] in connection with the Independent Laboratory’s analysis of the Product. If the Independent Laboratory determines that the Product does not have a Latent Defect, then Customer shall bear the Independent Laboratory’s fees and reimburse Agilent for any reasonable direct costs incurred by Agilent in connection with the Independent Laboratory’s analysis of the Product.
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Independent Laboratory. At any time in the course of the investigation by the PET or the dispute resolution proceeding set forth in Clause 6.4.4, either party may require that an independent laboratory mutually agreed between the parties [ * ] the [ * ] in [ * ] shall be asked to determine whether a further sample of the Intermediate Product complies with the Specification or not, and the determination of such independent laboratory shall be [ * ] with respect to the issue of whether or not the Intermediate Product complies with Specifications.
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Independent Laboratory. The Parties shall use all Commercially Reasonable Efforts to resolve any dispute that may arise pursuant to this Section but if the Parties fail to agree within thirty (30) days of notification to the Supplier pursuant to Section 9.3, whether any delivery of API supplied to the Purchaser hereunder is defective or may be rejected for any other reason set out in Section 9.2, the dispute shall be determined by the Independent Laboratory and the decision of the Independent Laboratory shall be final and binding on the Parties. The Independent Laboratory shall act as an expert and not as an arbitrator and (unless the Independent Laboratory otherwise determines) its fees shall be borne by the party against whom the Independent Laboratory’s decision is given.
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Independent Laboratory. In the event of any disagreement between GPC Biotech and Licensee relating to Licensed Product conformance to the Specifications at the time of delivery thereof by GPC Biotech to Licensee, the Parties shall use good faith efforts to reach an amicable resolution of such disagreement. In the event that resolution cannot be reached by the Parties within fifteen (15) Business Days, a mutually agreed upon, neutral, independent laboratory meeting the requirements of cGMP shall be brought in to resolve the disagreement upon the request of either Party. Such laboratory shall use the test methods contained in the applicable Specifications. The cost of such laboratory shall be borne by the Party determined by the laboratory to be the non-prevailing Party in such disagreement. The findings of such laboratory shall be binding on Licensee and GPC Biotech solely with respect to determining whether a particular batch, portion of a batch, or multiple batches of Licensed Product conform with the Specifications. Notwithstanding anything set forth in this Agreement to the contrary, GPC Biotech expressly understands and agrees that Licensee shall have the sole and final authority to determine whether all or a portion of any batch of Licensed Product is suitable for release and distribution. In those instances where Licensee has rejected any Licensed Product which has otherwise, according to the provisions of this Section 2.16.1, been deemed suitable for use, Licensee shall pay GPC Biotech for such Licensed Product in accordance with the terms of this Agreement.
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Independent Laboratory. Notwithstanding anything in this Agreement to the contrary, if PROVIDER does not agree that any Deliverable failed to meet the Technical Specifications or that any Deliverable is otherwise a Nonconforming Product, and the parties cannot reach agreement with respect to such Deliverable, PROVIDER will submit the dispute to an independent laboratory mutually agreed to by the parties for determination. The findings of such laboratory shall be binding the parties, absent fraud or manifest error on the part of the independent laboratory, and the cost of such determination shall be paid by the party in error. The laboratory shall make its determination solely based upon whether the Deliverable meets the Technical Specifications, the Quality Agreement requirements, and the Laws in effect at the time of Manufacture or otherwise fails to meet the warranty in Section 8.3. Upon resolution of any such dispute in favor of PROVIDER, CLIENT shall pay the full cost of the independent laboratory testing in addition to paying the full invoice amount properly due and/or remaining for such Deliverable within [***] after such resolution. Upon resolution of any such dispute in favor of CLIENT, PROVIDER will as soon as commercially reasonable, replace such Non-conforming Product with an equivalent amount of Conforming Product and pay the full cost of the independent laboratory testing. In addition to the above, PROVIDER will, at its sole cost and expense, destroy all Nonconforming Product in its possession and promptly provide a certificate of destruction to CLIENT. For clarity, the foregoing provisions of this Section 5.6 shall not limit any rights or remedies of CLIENT with respect to any defective or Nonconforming Product or other Deliverable supplied hereunder.
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Independent Laboratory. In the event of a disagreement concerning whether Product has any Non-Compliance or is Conforming Product, Valneva shall notify the Authority of such disagreement within [***] of its receipt of the Authority’s notice of such Rejected Products. Valneva and the Authority shall use their respective reasonable endeavours to resolve such disagreement as promptly as possible. Either Party may submit a sample of the Product alleged to have a Non-Compliance for testing to an independent testing laboratory of recognised standing in the industry (to be mutually agreed and approved by the Parties acting in good faith) (“Laboratory”), to determine whether or not such Product was Non-Compliant or Conforming Product at the time of Delivery. The findings of the Laboratory shall be final and binding on the Parties other than in the event of manifest error. The cost of the testing and evaluation by the Laboratory shall be borne by the Party whose position is found by the Laboratory to have been erroneous.
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Independent Laboratory. If there is any dispute concerning whether a Batch of Manufactured Product meets the applicable Finished Product Specifications as a result of Protiva’s negligence or breach of this Supply Agreement, the Parties shall designate an independent expert or independent laboratory (acting as an expert and not as an arbitrator) to determine whether or not the Disputed Batch at issue meets the applicable Finished Product Specifications (or fails to meet the Specifications due to a non-conformity of, endotoxin in, impurity of, or adulteration of any Dicerna Materials for which Raw Material release testing was not required by Dicerna as part of the Manufacture). The decision of such independent expert shall be in writing and shall be binding on both Protiva and Dicerna. The costs of such independent expert shall be borne by the Parties equally; provided, however that the Party that is determined to be incorrect in the dispute shall be responsible for all such costs and shall indemnify the prevailing Party for its share of the costs incurred. For clarity, Protiva shall be entitled to retain samples of any Batch of Manufactured Product Manufactured by Protiva for testing by independent experts or independent laboratories.
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Independent Laboratory. The parties hereby designate Mineral Labs, Inc., headquartered at Salyersville, Kentucky, as the Independent Laboratory for referee analysis of any disputed analysis made by Seller. The parties hereby designate Standard Laboratories, Inc. with an office at South Charleston, West Virginia, as an alternate Independent Laboratory if for any reason the first named Independent Laboratory is unavailable or becomes unacceptable to either party. With respect to the characteristics of the coal in dispute, the analysis of Seller shall be deemed to have been confirmed if the difference between the analysis of such 45 Independent Laboratory and Seller's analysis is within the tolerance as specified within the applicable ASTM standards. If Seller's analysis is so confirmed, then all costs of such referee analysis shall be borne by ICL. If Xxxxxx's analysis is not so confirmed, then such analysis shall be superseded by the analysis of the Independent Laboratory, and all costs of such referee analysis shall be borne by Xxxxxx.
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Related to Independent Laboratory

  • Independent Analysis Each Party hereby confirms that its decision to execute this Agreement has been based upon its independent assessment of documents and information available to it, as it has deemed appropriate.

  • Independent Testing Owner shall furnish independent tests, inspections and reports required by law, the Contract Documents or deemed appropriate by the Owner, such as structural, mechanical, and chemical tests, tests for air and water pollution, and tests for hazardous materials to be conducted by consultants retained by the Owner.

  • Independent Study A sabbatical leave may be granted for a plan of independent study, research, writing, and/or travel equivalent in time and rigor to a sabbatical for formal study. A detailed, specific plan must be submitted by the applicant and approved by the Salary and Leaves Committee as likely to improve the applicant’s teaching effectiveness, strengthen the College’s academic program, or otherwise bring a clear benefit to students. In addition, sabbaticals for independent study must generate tangible products of use to students.

  • 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 Evaluation Buyer is experienced and knowledgeable in the oil and gas business. Buyer has been advised by and has relied solely on its own expertise and legal, tax, accounting, marketing, land, engineering, environmental and other professional counsel concerning this transaction, the Subject Property and value thereof.

  • Independent Review Contractor shall provide the Secretary of ADS/CIO an independent expert review of any Agency recommendation for any information technology activity when its total cost is $1,000,000.00 or greater or when CIO requires one. The State has identified two sub-categories for Independent Reviews, Standard and Complex. The State will identify in the SOW RFP the sub-category they are seeking. State shall not consider bids greater than the maximum value indicated below for this category. Standard Independent Review $25,000 Maximum Complex Independent Review $50,000 Maximum Per Vermont statute 3 V.S.A. 2222, The Secretary of Administration shall obtain independent expert review of any recommendation for any information technology initiated after July 1, 1996, as information technology activity is defined by subdivision (a) (10), when its total cost is $1,000,000 or greater or when required by the State Chief Information Officer. Documentation of this independent review shall be included when plans are submitted for review pursuant to subdivisions (a)(9) and (10) of this section. The independent review shall include: • An acquisition cost assessment • A technology architecture review • An implementation plan assessment • A cost analysis and model for benefit analysis • A procurement negotiation advisory services contract • An impact analysis on net operating costs for the agency carrying out the activity In addition, from time to time special reviews of the advisability and feasibility of certain types of IT strategies may be required. Following are Requirements and Capabilities for this Service: • Identify acquisition and lifecycle costs; • Assess wide area network (WAN) and/or local area network (LAN) impact; • Assess risks and/or review technical risk assessments of an IT project including security, data classification(s), subsystem designs, architectures, and computer systems in terms of their impact on costs, benefits, schedule and technical performance; • Assess, evaluate and critically review implementation plans, e.g.: • Adequacy of support for conversion and implementation activities • Adequacy of department and partner staff to provide Project Management • Adequacy of planned testing procedures • Acceptance/readiness of staff • Schedule soundness • Adequacy of training pre and post project • Assess proposed technical architecture to validate conformance to the State’s “strategic direction.” • Insure system use toolsets and strategies are consistent with State Chief Information Officer (CIO) policies, including security and digital records management; • Assess the architecture of the proposed hardware and software with regard to security and systems integration with other applications within the Department, and within the Agency, and existing or planned Enterprise Applications; • Perform cost and schedule risk assessments to support various alternatives to meet mission need, recommend alternative courses of action when one or more interdependent segment(s) or phase(s) experience a delay, and recommend opportunities for new technology insertions; • Assess the architecture of the proposed hardware and software with regard to the state of the art in this technology. • Assess a project’s backup/recovery strategy and the project’s disaster recovery plans for adequacy and conformance to State policy. • Evaluate the ability of a proposed solution to meet the needs for which the solution has been proposed, define the ability of the operational and user staff to integrate this solution into their work.

  • Independent Activities 14.1 Except as expressly provided herein, each party shall have the free and unrestricted right to independently engage in and receive the full benefit of any and all business endeavours of any sort whatsoever, whether or not competitive with the endeavours contemplated herein without consulting the other or inviting or allowing the other to participate therein. No party shall be under any fiduciary or other duty to the other which will prevent it from engaging in or enjoying the benefits of competing endeavours within the general scope of the endeavours contemplated herein. The legal doctrines of "corporate opportunity" sometimes applied to persons engaged in a joint venture or having fiduciary status shall not apply in the case of any party. In particular, without limiting the foregoing, no party shall have any obligation to any other party as to: (a) any opportunity to acquire, explore and develop any mining property, interest or right presently owned by it or offered to it outside of the Property at any time; and (b) the erection of any mining plant, mill, smelter or refinery, whether or not such mining plant, mill, smelter or refinery treats ores or concentrates from the Property.

  • Independent Development Receiving Party may currently or in the future be developing information internally, or receiving information internally, or receiving information from other parties that may be similar to the Disclosing Party's Confidential Information. Accordingly, nothing in this Agreement will be construed as a representation or inference that Receiving Party will not develop or have developed products or services, that, without violation of this Agreement, might compete with the products or systems contemplated by the Disclosing Party's Confidential Information.

  • 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.

  • Professional Development Program (a) The parties agree to continue a Professional Development Program for the maintenance and development of the faculty members' professional competence and effectiveness. It is agreed that maintenance of currency of subject knowledge, the improvement of performance of faculty duties, and the maintenance and improvement of professional competence, including instructional skills, are the primary professional development activities of faculty members. (b) Information collected as part of this program shall be the sole property of the faculty member. This information or any judgments arising from this program shall not be used to determine non-renewal or termination of a faculty member's contract, suspension or dismissal of a faculty member, denial of advancement on the salary scale, nor affect any other administrative decisions pertaining to the promotion or employment status of the faculty member. (c) A joint advisory committee consisting of three regular faculty members who shall be elected by and are P.D. Committee Chairpersons and three administrators shall make recommendations for the operation, financing and management of the Professional Development Program.

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