Audit Disputes. Any disputes with respect to the findings of such accounting firm may be referred by either Party to the dispute resolution procedure set forth in Section 13.8 (Dispute Resolution). If either Party is found to have been underpaid any amounts payable to such Party hereunder or to have overpaid to the other Party any amounts payable hereunder, then such first Party will be entitled to recover any undisputed discrepancy, plus interest as set forth in Section 7.9 (Late Payments), no later than [***] after delivery to the Parties of the final report of such accounting firm. The fees charged by such accounting firm will be paid by the Auditing Party; provided that if the audit discloses a net underpayment of amounts owed or overreporting of expenses by the Audited Party of more than [***] of total amounts owed or expenses reported by the Audited Party for any Calendar Year period covered by the audit, then the Audited Party will pay the reasonable fees and expenses charged by such accounting firm. The Auditing Party will treat all financial information disclosed by its accounting firm pursuant to this Section 7.11 (Financial Audits) as Confidential Information of the Audited Party for purposes of Article 9 (Confidentiality) of this Agreement, and will cause its accounting firm to do the same.
Audit Disputes. If Lab in good faith disputes the conclusion of the firm under subsection (b) above that Lab owes additional royalties or other payments, or any specific aspect of the conclusion, then Lab will inform diaDexus by written notice within thirty (30) days of receiving a copy of the audit containing such conclusion, specifying in detail the reasons for Lab’s disputing such conclusion. The parties will promptly thereafter meet and negotiate in good faith a resolution to such dispute. In the event that the parties are unable to resolve such dispute within thirty (30) days after such notice, the matter will be resolved pursuant to Paragraph X, and interest will be payable on any additional payments determined to be due.
Audit Disputes. Seller (or a representative designated by Seller) shall have the right exercisable by written notice to Buyer within 30 days of receipt of the Earn-Out Statement, to make independent examinations or audits of Buyer’s books, records and accounts which pertain to or show Net New Sales of the Product. Such audits shall be limited to the determination of the Net New Sales of the Product as defined herein and shall be conducted at Buyer’s office during normal business hours and after reasonable prior notice. If, upon such examination or audit, Seller believes that there has been an improper failure to make the Earn- Out Payment, Seller shall notify Buyer in writing of its dispute within such 30-day period, specifying in reasonable detail all disputed items (a “Dispute Notice”). Buyer and Seller shall use their best efforts to resolve such dispute. In the event that Buyer and Seller resolve such dispute within 30 days after Buyer’s receipt of the Dispute Notice, then the Earn-Out Statement shall be modified accordingly and Buyer shall promptly pay Seller the Earn-Out Payment, if due. In the event that Buyer and Seller are unable to resolve such dispute during such 30-day period, then Buyer and Sellers shall jointly select a nationally recognized accounting firm to serve as arbitrator of the dispute (the “Arbitrator”). The Arbitrator shall be engaged to review the Earn- Out Statement, the Dispute Notice and the work papers of each party used in connection with the preparation of the Earn-Out Statement and the Dispute Notice. The decision of the Arbitrator as to any modifications to those items in dispute, if any, that should be made to the Earn-Out Statement shall be final and binding upon the parties and, upon such decision, Buyer shall promptly pay Seller the Earn-Out Payment, if due. Judgment upon the decision of the Arbitrator may be entered by Buyer or Seller in any court of competent jurisdiction. The fees and expenses of the Arbitrator shall be shared equally by Buyer and Seller. Any information gained from statements as herein provided or any examination or audit shall be confidential and shall not be disclosed except to carry out the purposes hereof.
Audit Disputes. The issue that shall be submitted to the arbitrator shall be disputes as described under Section 7.2(d) of this Agreement.
Audit Disputes. If the Other Party in good faith disputes the conclusion of the accounting firm under Section 5.4(a) above that the Other Party owes additional royalties or other payments, or any specific aspect of the conclusion, then the Other Party will inform the Requesting Party by written notice within thirty (30) days of receiving a copy of the audit containing such conclusion, specifying in detail the reasons for disputing such conclusion. Likewise, if the Other Party in good faith disputes the conclusion under Section 5.4(a) above that any particular agreement provides a non-Affiliate Third Party more favorable financial terms, or any specific aspect of the conclusion, then the Other Party will inform the Requesting Party by written notice within thirty (30) days of receiving a copy, from the Requesting Party, of the audit containing such conclusion, specifying in detail the reasons for disputing such conclusion. In either such case, the Parties shall promptly thereafter meet and negotiate in good faith a resolution to such dispute. In the event that such Parties are unable to resolve such dispute within sixty (60) days after such notice, the matter will be resolved in accordance with Section 11.8 regarding dispute resolution.
Audit Disputes. If Quest in good faith disputes the conclusion of the accounting firm under subsection (b) above that Quest owes additional royalties or other payments, or any specific aspect of the conclusion, then Quest will inform diaDexus by written notice within sixty (60) days of receiving a copy of the audit containing such conclusion, specifying in detail the reasons for Quest's disputing such conclusion. The Parties will promptly thereafter meet and negotiate in good faith a resolution to such dispute. In the event that the Parties are unable to resolve such dispute within sixty (60) days after such notice, the matter will be resolved pursuant to Section 12.8, and interest will be payable on any additional royalties or other payments determined to be due in the same manner as provided for in Section 3.1(b).
Audit Disputes. In the event of a dispute with respect to any audit under Section 3.02(e), Seller and Purchaser 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 Valuation Firm. Absent manifest error, the decision of the Valuation Firm shall be final. In the event the Valuation Firm determines that a Milestone Payment was owed and improperly withheld, Purchaser shall bear the entire cost of the Valuation Firm. Otherwise, the cost of the Valuation Firm shall be borne by Seller.
Audit Disputes. Either Party may refer any disputes with respect to the findings of the Auditor for resolution pursuant to the dispute resolution procedures set forth in Section 16.3 (Dispute Resolution). If either Party is found to have been underpaid any amounts payable to such Party hereunder or to have overpaid to the other Party any amounts payable hereunder, then such first Party will be entitled to recover any undisputed discrepancy, plus interest as set forth in Section 9.5 (Late Payments), no later than 45 days after delivery to the Parties of the final report of the Auditor. The fees charged by the Auditor will be paid by the Auditing Party; provided that, if the audit discloses a net underpayment of amounts owed or over reporting of expenses by the Audited Party of more than [***] of total amounts owed or expenses reported by the Audited Party for any Calendar Year covered by the audit, then the Audited Party will pay the fees and expenses charged by the Auditor.
Audit Disputes. In the event of a dispute over the results of any audit conducted pursuant to Section 4.2, Licensor and Licensee shall work in good faith to resolve such 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 for binding arbitration to a certified public accounting firm (the "Accountant") selected by each Party's certified public accountants or such other Person as the Parties shall mutually agree. The decision of the Accountant will be final and the costs of such arbitration will be borne between the Parties in such manner as the Accountant shall determine.
Audit Disputes. If ACLA in good faith disputes the conclusion of the auditor under Section 5.7.2 above, then ACLA will inform TWTI by written notice within ten (10) business days of receiving a copy of the audit containing such conclusion, specifying in detail the reasons for disputing such conclusion. The Parties shall promptly thereafter meet and negotiate in good faith a resolution to such dispute. In the event that such Parties are unable to resolve such dispute within thirty (30) days after the audit, the matter will be resolved in accordance with Section 9.7 regarding dispute resolution.
