C-GAAP Sample Clauses

C-GAAP. (a) Transgenomic understands and agrees that Interpace is not undertaking the obligation to assist or otherwise collaborate with Transgenomic regarding the commercialization of C-GAAP. Notwithstanding the above, Transgenomic agrees that during the Term, other than as set forth in Section 2.8(b) below and subject to Section 2.7(d) hereof, neither Transgenomic nor any of its Affiliates will, directly or indirectly (either for itself, through or with any third parties, or otherwise) (i) market, promote, sell or otherwise commercialize C-GAAP (including any Variation) in the Cardiology Field in the United States or conduct, perform or execute C-GAAP (including any Variation) in the Cardiology Field in the United States, in each case, other than in support of the Collaboration and/or (ii) transfer, sell, assign, license, sublicense or grant any interest in the C-GAAP Intellectual Property Rights owned by or licensed to Transgenomic for use within or for the Cardiology Field within the United States other than in support of the Collaboration. (b) During the Term, the Parties will continue to engage in discussions concerning the possible commercialization of C-GAAP in the Cardiology Field in the United States, it being understood and agreed that Interpace shall have the right to explore third party discussions regarding possible commercialization of C-GAAP provided the Parties reach an understanding regarding the nature and scope of such third party communications in advance and in writing. In the event the Parties agree to commercialize C-GAAP in the Cardiology Field in the United States, the commercialization of C-GAAP shall become part of this Agreement and the Parties shall meet and agree on updating the Commercialization Plans, in writing, to include the commercialization of C-GAAP in the Cardiology Field in the United States. In the event the Parties agree to commercialize C-GAAP in the Cardiology Field in the United States, references to CardioPredict set forth in this Agreement shall include C-GAAP. (c) During the Term and only if Interpace is and has throughout the Term been performing in compliance with its material obligations hereunder (including meeting all Minimum Sales targets) then, in the event Transgenomic intends to market, promote, sell or otherwise commercialize C-GAAP (including any Variation) outside of the Cardiology Field and/or outside of the United States, in either case with a third party, it shall give Interpace written notice thereof...
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Related to C-GAAP

  • GAAP Except as otherwise stated in this Agreement, all financial information provided to the Bank and all financial covenants will be made under generally accepted accounting principles, consistently applied.

  • Accounting Principles Where the character or amount of any asset or liability or item of income or expense is required to be determined or any consolidation or other accounting computation is required to be made for the purposes of this Agreement, it shall be done, unless otherwise specified herein, in accordance with GAAP.

  • Financial Statements; Non-GAAP Financial Measures The financial statements included or incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) at the dates indicated and the consolidated statements of operations, stockholders’ equity (deficit) and cash flows of the Covered Entities for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any pro forma financial statements and the related notes thereto included in the Registration Statement and the Prospectus present fairly in all material respects the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus, if any, fairly present the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

  • Changes in GAAP If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

  • Accounting Methods and Financial Records Maintain a system of accounting, and keep such books, records and accounts (which shall be true and complete in all material respects) as may be required or as may be necessary to permit the preparation of financial statements in accordance with GAAP and in compliance with the regulations of any Governmental Authority having jurisdiction over it or any of its properties.