Disagreement over Computation Clause Samples

Disagreement over Computation. 25.1 In the event that the Buyer disagrees with the Supplier’s computation of the Eligible Revenue, Annual Liquidated Damages or Annual Rebate for any Fiscal Year, the Buyer may, within 14 Days of receiving the Final Statement: 25.1.1 notify the Supplier in writing, stating the reasons for the disagreement; and 25.1.2 at its sole cost and expense, appoint an independent auditor of international standing to audit and verify the computation of the Eligible Revenue, Annual Liquidated Damages or Annual Rebate, as the case may be. 25.2 Unless otherwise agreed between the Parties, the independent auditor may be appointed from the following list of firms: 25.2.1 Deloitte Touche Tohmatsu Limited; 25.2.2 PricewaterhouseCoopers; 25.2.3 Ernst & Young; or 25.2.4 KPMG, provided that the independent auditor is not for the time being an auditor of either of the Parties or providing any consulting services to either of the Parties. The Parties may, from time to time, mutually agree in writing on additional independent auditors to be added to the list. 25.3 The independent auditor shall act as an expert. The independent auditor’s determination will be final and binding upon both Parties. 25.4 In the event that the independent auditor determines that: 25.4.1 the Annual Liquidated Damages payable is less than the amount paid by the Buyer to the Supplier pursuant to the Supplier’s computation, the overpayment by the Buyer shall be reimbursed by the Supplier to the Buyer; 25.4.2 the Annual Liquidated Damages payable exceeds the amount paid by the Buyer to the Supplier pursuant to the Supplier’s computation, the underpayment by the Buyer shall be paid by the Buyer to the Supplier; 25.4.3 the Annual Rebate payable exceeds the amount paid by the Supplier to the Buyer pursuant to the Supplier’s computation, the underpayment by the Supplier shall be paid by the Supplier to the Buyer; and 25.4.4 the Annual Rebate payable is less than the amount paid by the Supplier to the Buyer pursuant to the Supplier’s computation, the overpayment by the Supplier shall be reimbursed by the Buyer to the Supplier. 25.5 Any amounts payable pursuant to Clause 25.4 shall be paid by the relevant Party within 30 Days after the date on which the independent auditor provides his determination to the Parties. 25.6 In the event that, in any Fiscal Year: 25.6.1 the Annual Liquidated Damages payable by the Buyer (pursuant to the independent auditor’s computation) falls short of the amount paid by the Buyer to ...