Audit Dispute. In the event of a dispute with respect to any audit under Section 5.13.1, Lightlake and Adapt shall work in good faith to resolve the disagreement. If the Parties are unable to reach a mutually acceptable resolution of any such dispute within thirty (30) days, the dispute shall be submitted for resolution to a certified public accounting firm jointly selected by each Party’s certified public accountants or to such other Person as the Parties shall mutually agree (the “Audit Arbitrator”). The decision of the Audit Arbitrator shall be final and the costs of such arbitration as well as the initial audit shall be borne between the Parties in inverse proportion to Party’s positions with respect to such dispute, as determined by the Audit Arbitrator. Not later than ten (10) days after such decision and in accordance with such decision, the audited Party shall pay the additional amounts, with interest from the date originally due as provided in Section 5.9, or the auditing Party shall reimburse the excess payments, as applicable.
Audit Dispute. If UT disputes the results of any audit conducted pursuant to Section 2.5(f), the Parties shall work in good faith to resolve the disagreement. If the Parties are unable to reach a mutually acceptable resolution of any such dispute within thirty (30) days, the dispute shall be submitted for resolution to the Auditor. The decision of the Auditor shall be final and the costs of such procedure as well as the initial audit shall be borne by the Party whose proposed determination of all disputed items submitted to the Auditor, in the aggregate, yields the larger discrepancy to that of the Auditor’s final determination of such disputed items. If the Auditor determines that there has been an underpayment by UT, UT shall pay to Arena the underpayment within [***] ([***]) days after the Auditor’s decision, plus interest (as set forth in Section 2.5(f)) from the original due date. If the Auditor determines that there has been an overpayment by UT, then UT may take a credit for such overpayment against any future payments due to Arena.
Audit Dispute. In the event of a dispute with respect to any audit under Section 4.11, MedImmune and Licensee shall work in good faith to resolve the disagreement. If the Parties are unable to reach a mutually acceptable resolution of any such dispute within [***], the dispute shall be submitted for resolution to an independent certified public accounting firm of international standing, other than the Auditor that conducted the audit under Section 4.11, jointly *** CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. selected by each Party’s certified public accountants (the “Dispute Auditor”). The decision of the Dispute Auditor shall be final and the costs of such proceeding as well as the initial audit shall be borne between the Parties in such manner as the Auditor shall determine. Not later than [***] after such decision and in accordance with such decision, Licensee shall pay the additional amounts, with interest from the date originally due as provided in Section 4.9, or MedImmune shall reimburse the excess payments, as applicable.
Audit Dispute. In the event of a Dispute of any audit under Section 13.18.2, INS and ViroPharma shall work in good faith to resolve the disagreement. If the Parties are unable to reach a mutually acceptable resolution of any such Dispute within thirty (30) days, the Dispute shall be resolved in accordance with Section 13.7.
Audit Dispute. If the audited Party disagrees with the findings of the audit report, then the Parties will first seek to resolve the matter between themselves. If the Parties fail to reach agreement with respect to such matter, then either Party may refer such matter for resolution in accordance with the dispute resolution provisions set forth in Section 15.1 (Discussion by Executive Officers; Arbitration).
Audit Dispute. In the event of a dispute with respect to any audit conducted pursuant to Section 7.11, ACI and Lilly shall work in good faith to resolve the dispute. If the Parties are unable to reach a mutually acceptable resolution of any such dispute within thirty (30) days, the dispute shall be submitted to arbitration in accordance with Section 13.5.
Audit Dispute. In the event of a dispute over the results of any audit conducted pursuant to Section 4.8, such dispute shall be resolved pursuant to Section 11.7. Not later than ten (10) days after such decision, the Party obligated to pay the other Party under such decision shall make such payment, with interest from the date originally due as provided in Section 4.6.
Audit Dispute. In the event of a dispute arising out of or in connection with any audit under clause 11.5, the Parties agree to submit the dispute, in the first instance, to administered expert proceedings in accordance with the Rules for the Administration of Expert Proceedings of the International Chamber of Commerce. After the International Centre for ADR’s notification of the termination of the administered expert proceedings, the dispute, if it has not been resolved, shall be resolved in accordance with the dispute resolution mechanism set out in clause 21.6.
Audit Dispute. In the event of a dispute with respect to any audit under Section 4.10 (Audit), AstraZeneca and Licensee shall work in good faith to resolve the disagreement. If the Parties are unable to reach a mutually acceptable resolution of any such dispute within [***] days, the dispute shall be submitted for resolution to a certified public accounting firm jointly selected by each Party’s certified public accountants or to such other Person as the Parties shall mutually agree (the “Auditor”). [***].
Audit Dispute. If the Stockholders’ Representative the Earn-Out Statement, the Stockholders’ Representative or his authorized representatives to examine and audit all of Buyer’s and the Company’s underlying documents supporting the Earn-Out Statement. Such audit shall be performed during the Company’s normal business hours at the Buyer’s facilities, and the Buyer and the Company undertake to reasonably cooperate with the Stockholders’ Representative for such purpose. If after such audit the Stockholders’ Representative disputes the amount set forth in the Earn-Out Statement, the Stockholders’ Representative or his authorized representatives will provide the Buyer within thirty (30) days after the end of such audit a detailed written explanation of the dispute. Within a further period of thirty (30) days, the parties will attempt to resolve in good faith any dispute. [Confidential Treatment Requested—]