Audit Disagreement Clause Samples

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Audit Disagreement. In the event of a dispute between the Parties following any audit performed pursuant to Section 7.5 (an “Audit Disagreement”), either Party shall have the right to submit the Audit Disagreement to a mutually selected independent internationally recognized accounting firm for resolution, in accordance with the following procedure (the “Audit Disagreement Procedure”): 7.6.1 the Party wishing to submit the Audit Disagreement for resolution shall provide written notice to the other Party that it is invoking the Audit Disagreement Procedure; 7.6.2 within thirty (30) Business Days of the delivery date of such written notice, the Parties shall jointly select a recognized international accounting firm to act as an independent expert to resolve the Audit Disagreement; 7.6.3 within ten (10) Business Days of the selection of the independent expert, the Parties shall submit a description of the Audit Disagreement to the independent expert, which description may be in oral form if submitted to the independent expert, in person, by the Parties at the same time; 7.6.4 as soon as practicable after receipt of the description of the Audit Disagreement, the independent expert shall render a decision on the Audit Disagreement, which decision shall be final and binding on the Parties unless such Audit Disagreement involves alleged fraud, breach of this Agreement, or the construction or interpretation of any of the terms or conditions of this Agreement; 7.6.5 all fees and expenses of the independent expert, including any Third Party support staff or other costs incurred by the independent expert with respect to hearing and deciding the Audit Disagreement, shall be borne by each Party in inverse proportion to the disputed amounts awarded to the Party by the independent expert. By way of example, if Party A disputes $100 and the independent expert awards Party A $60, then Party A would pay forty percent (40%) and Party B would pay sixty percent (60%) of the independent expert’s costs.
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Audit Disagreement. If there is a dispute between the Parties following any audit performed pursuant to Section 8.2, either Party may refer the issue (an “Audit Disagreement”) to an internationally recognized independent certified public accountant or chartered accountant for resolution. In the event an Audit Disagreement is submitted for resolution by either Party, the Parties shall comply with the following procedures: a) The Party submitting the Audit Disagreement for resolution shall provide written notice to the other Party that it is invoking the procedures of this Section; b) Within [***] Business Days of the giving of such notice, the Parties shall jointly select a recognized international accounting firm to act as an independent expert to resolve such Audit Disagreement. c) The Audit Disagreement submitted for resolution shall be described by the Parties to the independent expert, which description may be in written or oral form, within [***] Business Days of the selection of such independent expert. d) The independent expert shall render a decision on the matter as soon as practicable. e) The decision of the independent expert shall be final and binding unless such Audit Disagreement involves alleged fraud, breach of this Agreement or construction or interpretation of any of the terms and conditions thereof. f) All fees and expenses of the independent expert, including any Third Party support staff or other costs incurred with respect to carrying out the procedures specified at the direction of the independent expert in connection with such Audit Disagreement, shall be borne [***].
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Audit Disagreement. If there is a dispute between the Parties related to GAAP compliance following any audit performed pursuant to this Section 10.2, either Party may refer the issue (an “Audit Disagreement”) to an independent certified public accountant for resolution. In the event an Audit Disagreement is submitted for resolution by either Party, the Parties shall comply with the following procedures:
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Audit Disagreement. If there is a dispute between the Parties following any audit performed pursuant to Section 12.4(a), either Party may refer the issue (an "Audit Disagreement") to an independent certified public accountant for resolution. In the event an Audit Disagreement is submitted for resolution by either Party, the Parties shall comply with the following procedures: (i) The Party submitting the Audit Disagreement for resolution shall provide written notice to the other Party that it is invoking the procedures of this Section. (ii) Within thirty (30) calendar days of the giving of such notice, the Parties shall jointly select a recognized international accounting firm to act as an independent expert to resolve such Audit Disagreement. (iii) The Audit Disagreement submitted for resolution shall be described by the Parties to the independent expert, which description may be in written or oral form, within ten (10) calendar days of the selection of such independent expert. (iv) The independent expert shall render a decision on the matter as soon as practicable. (v) The decision of the independent expert shall be final and binding and shall not be subject to Article XV hereof, unless such Audit Disagreement involves alleged fraud, breach of this Agreement or construction or interpretation of any of the terms and conditions hereof. (vi) All fees and expenses of the independent expert, including any Third Party support staff or other costs incurred with respect to carrying out the procedures specified at the direction of the independent expert in connection with such Audit Disagreement, shall be borne by the Party against whom such expert rules.
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Audit Disagreement. If there is a dispute *** CONFIDENTIAL TREATMENT REQUESTED. 13 -13- between the parties following any audit performed pursuant to Section 5.6, either party may refer the issue (the "Audit Disagreement") to an independent, certified public accountant for resolution pursuant to Section 5.8.
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Audit Disagreement. If there is a dispute between the Parties following any audit performed pursuant to Section 15.3.1, either Party may refer the issue (an "Audit Disagreement") to an independent certified public accountant for resolution. In the event an Audit Disagreement is submitted for resolution by either Party, the Parties shall comply with the following procedures:
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Audit Disagreement. If there is a dispute between the Parties following any inspection performed pursuant to Section 6.7, either Party may refer the issue (the “Audit Disagreement”) to an independent certified public accountant for resolution. In the event that an Audit Disagreement is submitted for resolution by either Party, the Parties shall comply with the following procedures: (a) The Party submitting the Audit Disagreement for resolution shall provide written notice to the other Party that it is invoking the procedures of this Section 6.8; (b) Within thirty (30) days of giving such notice, the Parties shall in good faith jointly select and engage a recognized international independent accounting firm to act as an independent certified public accountant to resolve such Audit Disagreement (the “Resolution Firm”); if no agreement on the independent expert can be reached by the Parties within that time then the accounting firm engaged to resolve such Audit Disagreement as the Resolution Firm shall be the independent accounting firm that is not used by either Party and that has the largest, by total revenues, auditing practice in the United States as of the end of the calendar year immediately prior to the time of the dispute; (c) The Audit Disagreement submitted for resolution shall be described by the Parties to the engaged Resolution Firm, which description may be in written or oral form, within ten (10) business days from the selection of such firm; if the description is made to the Resolution Firm in oral form, it will be reduced by the Resolution Firm to writing, with a copy provided to each Party; (d) The Resolution Firm shall have the right to access and review the relevant records of Calithera as needed to resolve the Audit Dispute. The Resolution Firm shall render a decision on the matter as soon as practicable; (e) The decision of the Resolution Firm shall be final and binding unless such Audit Disagreement and/or such decision involves alleged fraud, breach of this Agreement, or construction or interpretation of any of the terms and conditions thereof, in which case the matter shall be resolved under Section 13.3; (f) All fees and expenses of the Resolution Firm, including any Third Party support staff or other costs incurred with respect to carrying out the procedures specified at the direction of the independent expert in connection with such Audit Disagreement, shall be borne by each Party in inverse proportion to the disputed amounts awarded to the Party by t...
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Related to Audit Disagreement

  • Audit Dispute In the event of a dispute with respect to any audit under Section 4.12, AbbVie and ▇▇▇▇▇▇ 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 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 such manner as the Audit Arbitrator shall determine. Not later than [***] days after such decision and in accordance with such decision, ▇▇▇▇▇▇ shall pay the additional amounts, with interest from the date originally due as provided in Section 4.10, or AbbVie shall reimburse the excess payments, as applicable.

  • Disagreement Any dissension between the parties other than a grievance defined in the agreement and other than a dispute defined in the Labour Code.

  • Dispute Notice If there is a dispute between the parties, then either party may give a notice to the other succinctly setting out the details of the dispute and stating that it is a dispute notice given under this clause 17.1.

  • Resolution of Disagreements Disputes arising under this Agreement will be resolved informally by discussions between Agency Points of Contact, or other officials designated by each agency.

  • Independent Accountant ▇▇▇▇▇▇▇▇ LLP (the “Accountant”), which has expressed its opinions with respect to the audited financial statements (which term as used in this Agreement includes the related notes thereto) of the Company filed with the Commission as a part of the Registration Statement and included in the Disclosure Package and the Prospectus, is an independent registered public accounting firm as required by the Securities Act and the Exchange Act.