Common use of Audit Disagreement Clause in Contracts

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.

Audit Disagreement. In the event of If there is a dispute between the Parties following any audit performed pursuant to Section 7.5 9.2, either Party may refer the issue (an “Audit Disagreement”), either Party shall have ) to an independent certified public accountant for resolution. In the right to submit the event an Audit Disagreement to a mutually selected independent internationally recognized accounting firm is submitted for resolutionresolution by either Party, in accordance the Parties shall comply with the following procedure procedures: (the “Audit Disagreement Procedure”): 7.6.1 the i) The Party wishing to submit submitting the Audit Disagreement for resolution shall provide written notice to the other Party that it is invoking the Audit Disagreement Procedure;procedures of this Section 9.3. 7.6.2 within (ii) Within thirty (30) Business Days of the delivery date giving of such written notice, the Parties shall jointly select a recognized international accounting firm to act as an independent expert to resolve the such Audit Disagreement;. 7.6.3 within ten (10iii) Business Days of the selection of the independent expert, The Audit Disagreement submitted for resolution shall be described by the Parties shall submit a description of the Audit Disagreement to the independent expert, which description may be in written or oral form if submitted to form, within ten (10) days of the selection of such 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 (iv) The independent expert shall render a decision on the Audit Disagreement, which matter as soon as possible. (v) The decision of the independent expert shall be final and binding on the Parties unless such Audit Disagreement involves alleged fraud, breach of this Agreement, Agreement or the construction or interpretation of any of the terms or and conditions of this Agreement;hereof. 7.6.5 all (vi) All reasonable fees and expenses of the independent expert, including any Third Party support staff staff, or other costs incurred by with respect to carrying out the procedures specified at the direction of the independent expert in connection with respect to hearing and deciding the such Audit Disagreement, shall be borne by each Party party in inverse proportion to the disputed amounts awarded to the Party by the independent expertexpert through such decision. By way of For example, if Party A disputes $100 and US$ 100, the independent expert awards Party A $US$ 60, then : Party A would must pay forty percent (40%) and Party B would pay sixty percent (60%) of the independent expert’s costs.

Audit Disagreement. In the event of If there is a dispute between the Parties following any audit performed pursuant to Section 7.5 16.1, either Party may refer the issue (an “Audit Disagreement”), either Party shall have ) to an independent certified public accountant for resolution. In the right to submit the event an Audit Disagreement to a mutually selected independent internationally recognized accounting firm is submitted for resolutionresolution by either Party, in accordance the Parties shall comply with the following procedure procedures. (the “Audit Disagreement Procedure”): 7.6.1 the a) The Party wishing to submit submitting the Audit Disagreement for resolution shall provide written notice to the other Party that it is invoking the Audit Disagreement Procedureprocedures of this Section 16.3; 7.6.2 within (b) Within thirty (30) Business Days days of the delivery date of giving such written notice, the Parties shall jointly select a recognized international accounting firm to act as an independent expert to resolve the such Audit Disagreement; 7.6.3 (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 ten (10) Business Days of the selection of the such 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;; EXECUTION VERSION 8 July 2020 7.6.4 as soon as practicable after receipt of the description of the Audit Disagreement, the (d) The independent expert shall render a decision on the Audit Disagreement, which matter as soon as practicable; (e) The decision of the independent expert shall be final and binding on the Parties unless such Audit Disagreement involves alleged fraud, breach of this Agreement, Agreement or the construction or interpretation of any of the terms or and conditions of this Agreementthereof; 7.6.5 all (f) All fees and expenses of the independent expert, including any Third Party third party support staff or other costs incurred by with respect to carrying out the procedures specified at the direction of the independent expert in connection with respect to hearing and deciding the such 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 exampleexpert through such decision (e.g. the licensor disputes € 100, if Party A disputes $100 and the independent expert awards Party A $the licensor € 60, then Party A would pay the licensor pays forty percent (40%) and Party B would pay the licensee pays sixty percent (60%) of the independent expert’s costs).

Audit Disagreement. In the event of If there is a dispute between the Parties following any audit performed pursuant to Section 7.5 8.2 above, either Party may refer the issue (an “Audit Disagreement”), either Party shall have ) to an independent certified public accountant for resolution. In the right to submit the event an Audit Disagreement to a mutually selected independent internationally recognized accounting firm is submitted for resolutionresolution by either Party, in accordance the Parties shall comply with the following procedure procedures: (the “Audit Disagreement Procedure”): 7.6.1 the i) The Party wishing to submit submitting the Audit Disagreement for resolution shall provide written notice to the other Party that it is invoking the Audit Disagreement Procedure;procedures of this Section 8.3. 7.6.2 within (ii) Within thirty (30) Business Days of the delivery date giving of such written notice, the Parties shall jointly select a recognized international accounting firm to act as an independent expert to resolve the such Audit Disagreement;. 7.6.3 within ten (10iii) Business Days of the selection of the independent expert, The Audit Disagreement submitted for resolution shall be described by the Parties shall submit a description of the Audit Disagreement to the independent expert, which description may be in written or oral form if submitted to form, within ten (10) days of the selection of such 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 (iv) The independent expert shall render a decision on the Audit Disagreement, which matter as soon as possible. (v) The decision of the independent expert shall be final and binding on the Parties unless such Audit Disagreement involves alleged fraud, breach of this Agreement, Agreement or the construction or interpretation of any of the terms or and conditions of this Agreement;hereof. 7.6.5 all (vi) All reasonable fees and expenses of the independent expert, including any Third Party support staff staff, or other costs incurred by with respect to carrying out the procedures specified at the direction of the independent expert in connection with respect to hearing and deciding the such Audit Disagreement, shall be borne by each Party party in inverse proportion to the disputed amounts awarded to the Party by the independent expertexpert through such decision. By way of For example, if Party A disputes $100 and US$ 100, the independent expert awards Party A $US$ 60, then : Party A would must pay forty percent (40%) and Party B would pay sixty percent (60%) of the independent expert’s costs.

Audit Disagreement. In the event of If there is a dispute between the Parties following any audit performed pursuant to Section 7.5 9.4.2 above, either Party may refer the issue (an “Audit Disagreement”), either Party shall have ) to an independent certified public accountant for resolution. In the right to submit the event an Audit Disagreement to a mutually selected independent internationally recognized accounting firm is submitted for resolutionresolution by either Party, in accordance the Parties will comply with the following procedure procedures: (the “Audit Disagreement Procedure”): 7.6.1 the a) The Party wishing to submit submitting the Audit Disagreement for resolution shall will provide written notice to the other Party that it is invoking the Audit Disagreement Procedure;procedures of this Section 9.4.3. 7.6.2 within thirty (30b) Business Days Within [***] of the delivery date giving of such written notice, the Parties shall will jointly select a recognized international accounting firm to act as an independent expert to resolve the such Audit Disagreement;. 7.6.3 within ten (10c) Business Days of the selection of Each Party will provide the independent expert, the Parties shall submit expert with a description of the nature and circumstances of any Audit Disagreement to the independent expertDisagreement, which description may be in written or oral form if submitted to form, within ten (10) days of the selection of such 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 (d) The independent expert shall will render a decision on the Audit Disagreementmatter as soon as possible, which but in no event later than [***] from submission to the independent expert. (e) The decision shall of the independent expert will be final and binding on the Parties unless such Audit Disagreement involves alleged fraud, breach of this Agreement, Agreement or the construction or interpretation of any of the terms or and conditions of this Agreement;hereof. 7.6.5 all (f) All fees and expenses of the independent expert, including any Third Party support staff staff, or other costs incurred by with respect to carrying out the procedures specified at the direction of the independent expert in connection with respect to hearing and deciding the such Audit Disagreement, shall will be borne by each Party party in inverse proportion [***] to the disputed amounts [***] awarded to the Party by the independent expertexpert through such decision. By way of For example, if Party A disputes $100 and € [***], the independent expert awards Party A $60, then € [***]: Party A would must pay forty [***] percent (40%) and Party B would pay sixty [***] percent (60%) of the independent expert’s costsfees and expenses.

Audit Disagreement. In the event of If there is a dispute between the Parties following any audit performed pursuant to this Section 7.5 3.2, or related to compensation to the beneficial owners of Buyer and any of their immediate family members who are employed by or otherwise providing services to Buyer or related to distributions to a member of Buyer to make quarterly or annual tax installment payments with respect to the taxable income of Buyer, which is not resolved by mutual agreement of the Parties, either Party may refer the issue (an “Audit Disagreement”), either Party shall have ) to an internationally recognized independent certified public accountant or chartered accountant for resolution. In the right to submit the event an Audit Disagreement to a mutually selected independent internationally recognized accounting firm is submitted for resolutionresolution by either Party, in accordance the Parties shall comply with the following procedure procedures: (the “Audit Disagreement Procedure”): 7.6.1 i) the Party wishing to submit submitting the Audit Disagreement for resolution shall provide written notice to the other Party that it is invoking the Audit Disagreement Procedure; 7.6.2 procedures of this Section 3.2(e); (ii) within thirty forty-five (3045) Business Days of days after the delivery date giving of such written notice, the Parties shall jointly select a recognized international accounting firm (which is different than the Auditor engaged by Seller) to act as an independent expert to resolve the such Audit Disagreement; 7.6.3 within ten (10) Business Days of the selection of the independent expert, and if the Parties shall submit are unable to agree upon an accounting firm within such forty-five (45) day period, then either Party may petition a description court of competent jurisdiction to designate an accounting firm; (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 if submitted to form, within ten (10) Business Days after the selection of such 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, ; (iv) the independent expert shall render a decision on the Audit Disagreement, which matter as soon as practicable; (v) the decision of the independent expert 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 Parties; and (vi) all reasonable fees and expenses of the independent expert, including any Third Party support staff or other costs incurred by with respect to carrying out the procedures specified at the direction of the independent expert in connection with respect to hearing and deciding the such 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 exampleexpert through such decision (e.g., if Party A Seller disputes U.S. $100 and 100, the independent expert awards Party A Seller U.S. $60, then Party A would pay Seller pays forty percent (40%) percent and Party B would pay Buyer pays sixty percent (60%) of the independent expert’s costsfees and expenses), and the result of such determination shall be final and binding on the Parties. The Parties hereby agree that any additional Royalty Payment amounts or other amounts that are determined to be owed by Buyer to Seller shall be paid within five (5) days following a final determination pursuant to this Section 3.2(e) that such amounts are due and payable, plus interest at the Interest Rate from the date the applicable Royalty Payment became due and payable pursuant to Section 3.2(b) through the date such payment is made by Buyer.