Common use of Audit Disputes Clause in Contracts

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. 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 Xxxxx and Seller resolve such dispute within 30 days after BuyerXxxxx’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 Xxxxx 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 Xxxxx or Seller in any court of competent jurisdiction. The fees and expenses of the Arbitrator shall be shared equally by Buyer Xxxxx and SellerXxxxxx. 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. 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- 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 Xxxxx and Seller resolve such dispute within 30 days after BuyerXxxxx’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 Xxxxx 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- 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 Xxxxx or Seller in any court of competent jurisdiction. The fees and expenses of the Arbitrator shall be shared equally by Buyer Xxxxx and SellerXxxxxx. 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. 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- 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- 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.