Disputed Reports. Each Report shall be final, binding and conclusive, unless Seller or its designee notifies Buyer in writing of any disagreement therewith (an “Objection Notice”) within thirty (30) after its receipt thereof, specifying (a) those items as to which there is disagreement and (b) a reasonably detailed description of the basis, nature, dollar amount and extent of the dispute or disagreement. If Seller delivers an Objection Notice within such period, then for a period of twenty (20) business days from the date of delivery of the Objection Notice, Buyer shall afford Seller and its agents or other representatives with reasonable access during normal business hours to the books and records of Buyer and its licensees so as to enable its review of the Report and the information contained therein. Buyer and Seller shall attempt in good faith to resolve such dispute, and any resolution by them as to any disputed amounts shall be final, binding and conclusive. If Buyer and Seller are unable to resolve all disputes reflected in the Objection Notice within twenty (20) business days after the date of delivery of the Objection Notice (or such longer period as Buyer and Seller may mutually agree upon), then Buyer and Seller shall request Ernst & Young (the “Independent Accounting Firm”) to resolve any remaining disagreements. Buyer and Seller shall use their commercially reasonable efforts to cause the Independent Accounting Firm to make its determination within thirty (30) days of accepting its selection. The determination by the Independent Accounting Firm shall be final, binding and conclusive on Buyer and Seller and shall not be appealable. Buyer and Seller shall deliver to the Independent Accounting Firm all work papers and back-up materials relating to the unresolved disputes requested by the Independent Accounting Firm to the extent available to Buyer, Seller and their respective agents or other representatives. Buyer and Seller shall be afforded the opportunity to present to the Independent Accounting Firm any material related to the unresolved disputes and to discuss the issues with the Independent Accounting Firm; provided, however, that no such presentation or discussion shall occur without the presence of agents or other representatives of the Buyer and Seller. The determination of the Independent Accounting Firm shall be limited to the disagreements submitted to the Independent Accounting Firm. Upon resolution by the Independent Accounting Firm to its satisfaction of all such disputed matters, the Independent Accounting Firm shall cause to be prepared and shall deliver to Buyer and Seller a final Report setting forth the Net Sales and Net Revenues for the Products in respect of the calendar quarter at issue in the disputed Reported, and the date of such delivery by the Independent Accounting Firm shall be deemed the date on which the Report and the Net Sales and Net Revenues for the Products in respect of the calendar quarter at issue in the disputed Reported shall become final, binding and conclusive. The fees and expenses of the Independent Accounting Firm shall be borne equally by Seller and Buyer.
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Disputed Reports. Each Report shall be final, binding and conclusive, unless Seller or its designee notifies Buyer in writing of any disagreement therewith (an “Objection Notice”) within thirty (30) after its receipt thereof, specifying (a) those items as to which there is disagreement and (b) a reasonably detailed description of the basis, nature, dollar amount and extent of the dispute or disagreement. If Seller delivers an Objection Notice within such period, then for a period of twenty (20) business days from the date of delivery of the Objection Notice, Buyer shall afford Seller and its agents or other representatives with reasonable access during normal business hours to the books and records of Buyer and its licensees so as to enable its review of the Report and the information contained therein. Buyer and Seller shall attempt in good faith to resolve such dispute, and any resolution by them as to any disputed amounts shall be final, binding and conclusive. If Buyer Xxxxx and Seller are unable to resolve all disputes reflected in the Objection Notice within twenty (20) business days after the date of delivery of the Objection Notice (or such longer period as Buyer and Seller may mutually agree upon), then Buyer and Seller shall request Ernst Xxxxx & Young Xxxxx (the “Independent Accounting Firm”) to resolve any remaining disagreements. Buyer and Seller shall use their commercially reasonable efforts to cause the Independent Accounting Firm to make its determination within thirty (30) days of accepting its selection. The determination by the Independent Accounting Firm shall be final, binding and conclusive on Buyer and Seller and shall not be appealable. Buyer Xxxxx and Seller Xxxxxx shall deliver to the Independent Accounting Firm all work papers and back-up materials relating to the unresolved disputes requested by the Independent Accounting Firm to the extent available to Buyer, Seller and their respective agents or other representatives. Buyer and Seller shall be afforded the opportunity to present to the Independent Accounting Firm any material related to the unresolved disputes and to discuss the issues with the Independent Accounting Firm; provided, however, that no such presentation or discussion shall occur without the presence of agents or other representatives of the Buyer and Seller. The determination of the Independent Accounting Firm shall be limited to the disagreements submitted to the Independent Accounting Firm. Upon resolution by the Independent Accounting Firm to its satisfaction of all such disputed matters, the Independent Accounting Firm shall cause to be prepared and shall deliver to Buyer and Seller a final Report setting forth the Net Sales and Net Revenues for the Products in respect of the calendar quarter at issue in the disputed Reported, and the date of such delivery by the Independent Accounting Firm shall be deemed the date on which the Report and the Net Sales and Net Revenues for the Products in respect of the calendar quarter at issue in the disputed Reported shall become final, binding and conclusive. The fees and expenses of the Independent Accounting Firm shall be borne equally by Seller and BuyerXxxxx.
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Samples: Asset Purchase Agreement (Travere Therapeutics, Inc.)
Disputed Reports. Each Report (a) Absent fraud or intentional misconduct, any invoice for or report detailing delivery of Refined Gold under this Agreement shall be finaldeemed final and conclusive for all purposes with no adjustments, binding and conclusiverevisions or obligation to deliver any additional Refined Gold or return any delivered Refined Gold, or make or return any additional payment in respect of delivered Refined Gold, unless Seller or its designee either Party notifies Buyer the other in writing of any disagreement therewith (an a “Objection Dispute Notice”) that it Disputes an invoice, report or quantity of Refined Gold previously delivered within one (1) year from the Time of Delivery of such invoice, report or quantity of Refined Gold (the “Dispute Period”);
(b) Purchaser and Seller shall have thirty (30) days from the date the Dispute Notice is delivered to resolve the Dispute. If Purchaser and Seller have not resolved the Dispute within such period, then Purchaser shall have the right to require Seller to deliver an Auditor’s Report with respect to the subject matter of the Dispute;
(c) If Purchaser and Seller are unable to agree on an Auditor to be appointed, within a further thirty (30) days, the Auditor shall be determined by the mutual agreement of the regular auditor of Seller and the regular auditor of Purchaser and, if such auditors are unable to reach agreement on the Auditor within thirty (30) after its receipt days of being requested to do so, the Auditor shall be determined by lot (i.e., by random draw) with each of Seller and Purchaser submitting one (1) candidate meeting the requirements of an Auditor set forth in the definition thereof, specifying ;
(ad) those items as to which there is disagreement and (b) a reasonably detailed description Each of the basis, nature, dollar amount Parties agrees to deliver such Books and extent Records as may be reasonably requested by the Auditor and the Auditor shall have the same inspection rights as Purchaser under this Agreement in order to prepare the Auditor’s Report;
(e) The costs of the dispute or disagreement. If Seller delivers an Objection Notice within such periodAuditor’s Report shall be paid by the party sending the Dispute Notice, then for a period unless the Auditor’s Report concludes in favor of twenty (20) business days from that party, in which case the date of delivery costs of the Objection Notice, Buyer Auditor’s Report shall afford be paid by the other party;
(f) If either Seller and its agents or other representatives with reasonable access during normal business hours to Purchaser Disputes the books and records of Buyer and its licensees so as to enable its review of the Auditor’s Report and such Dispute is not resolved between the information contained therein. Buyer and Seller shall attempt in good faith to resolve such dispute, and any resolution by them as to any disputed amounts shall be final, binding and conclusive. If Buyer and Seller are unable to resolve all disputes reflected in the Objection Notice Parties within twenty thirty (2030) business days after the date of delivery of the Objection Notice (or such longer period as Buyer and Seller may mutually agree upon)Auditor’s Report, then Buyer and Seller shall request Ernst & Young (such Dispute may be resolved by reference to Section 9.5; provided that if the “Independent Accounting Firm”written notice required under Section 9.5(a) to resolve any remaining disagreements. Buyer and Seller shall use their commercially reasonable efforts to cause the Independent Accounting Firm to make its determination is not delivered within a further period of thirty (30) days of accepting its selection. The determination by days, then the Independent Accounting Firm shall be final, binding and conclusive on Buyer and Seller and shall not be appealable. Buyer and Seller shall deliver to the Independent Accounting Firm all work papers and back-up materials relating to the unresolved disputes requested by the Independent Accounting Firm to the extent available to Buyer, Seller and their respective agents or other representatives. Buyer and Seller shall be afforded the opportunity to present to the Independent Accounting Firm any material related to the unresolved disputes and to discuss the issues with the Independent Accounting Firm; provided, however, that no such presentation or discussion shall occur without the presence of agents or other representatives of the Buyer and Seller. The determination of the Independent Accounting Firm shall be limited to the disagreements submitted to the Independent Accounting Firm. Upon resolution by the Independent Accounting Firm to its satisfaction of all such disputed matters, the Independent Accounting Firm shall cause to be prepared and shall deliver to Buyer and Seller a final Auditor’s Report setting forth the Net Sales and Net Revenues for the Products in respect of the calendar quarter at issue in the disputed Reported, and the date of such delivery by the Independent Accounting Firm shall be deemed final and binding on the date on Parties; and
(g) Any matter for which the Report and the Net Sales and Net Revenues for the Products in respect of the calendar quarter at issue in the disputed Reported shall become final, binding and conclusive. The fees and expenses of the Independent Accounting Firm a Dispute Notice is issued shall be borne equally resolved only pursuant to this Section 9.4, including, if applicable, any such Dispute to be ultimately resolved by Seller and Buyerreference to Section 9.5.
Appears in 1 contract
Samples: Precious Metals Purchase Agreement (Ero Copper Corp.)
Disputed Reports. Each Report shall be final, binding and conclusive, unless Seller or its designee notifies Buyer in writing of any disagreement therewith (an “Objection Notice”) within thirty (30) after its receipt thereof, specifying (a) those items as to which there is disagreement and (b) a reasonably detailed description of the basis, nature, dollar amount and extent of the dispute or disagreement. If Seller delivers an Objection Notice within such period, then for a period of twenty (20) business days from the date of delivery of the Objection Notice, Buyer shall afford Seller and its agents or other representatives with reasonable access during normal business hours to the books and records of Buyer and its licensees so as to enable its review of the Report and the information contained therein. Buyer and Seller shall attempt in good faith to resolve such dispute, and any resolution by them as to any disputed amounts shall be final, binding and conclusive. If Buyer and Seller are unable to resolve all disputes reflected in the Objection Notice within twenty (20) business days after the date of delivery of the Objection Notice (or such longer period as Buyer and Seller may mutually agree upon), then Buyer and Seller shall request Ernst & Young (the “Independent Accounting Firm”) to resolve any remaining disagreements. Buyer and Seller shall use their commercially reasonable efforts to cause the Independent Accounting Firm to make its determination within thirty (30) days of accepting its selection. The determination by the Independent Accounting Firm shall be final, binding and conclusive on Buyer and Seller and shall not be appealable. Buyer and Seller shall deliver to the Independent Accounting Firm all work papers and back-up materials relating to the unresolved disputes requested by the Independent Accounting Firm to the extent available to Buyer, Seller and their respective agents or other representatives. Buyer and Seller shall be afforded the opportunity to present to the Independent Accounting Firm any material related to the unresolved disputes and to discuss the issues with the Independent Accounting Firm; provided, however, that no such presentation or discussion shall occur without the presence of agents or other representatives of the Buyer and Seller. The determination of the Independent Accounting Firm shall be limited to the disagreements submitted to the Independent Accounting Firm. Upon resolution by the Independent Accounting Firm to its satisfaction of all such disputed matters, the Independent Accounting Firm shall cause to be prepared and shall deliver to Buyer and Seller a final Report setting forth the Net Sales and Net Revenues for the Products in respect of the calendar quarter at issue in the disputed Reported, and the date of such delivery by the Independent Accounting Firm shall be deemed the date on which the Report and the Net Sales and Net Revenues for the Products in respect of the calendar quarter at issue in the disputed Reported shall become final, binding and conclusive. The fees and expenses of the Independent Accounting Firm shall be borne equally by Seller and Buyer.***Confidential Treatment Requested
Appears in 1 contract
Samples: Asset Purchase Agreement
Disputed Reports. Each Report shall be final, binding and conclusive, unless Seller or its designee notifies Buyer in writing of any disagreement therewith (an “Objection Notice”) within thirty (30) days after its receipt thereof, specifying (a) those items as to which there is disagreement and (b) a reasonably detailed description of the basis, nature, dollar amount and extent of the dispute or disagreement. If Seller delivers an Objection Notice within such period, then for a period of twenty (20) business days from the date of delivery of the Objection Notice, Buyer shall afford Seller and its agents or other representatives with reasonable access during normal business hours to the books and records of Buyer and its licensees so as to enable its review of the Report and the information contained therein. Buyer and Seller shall attempt in good faith to resolve such dispute, and any resolution by them as to any disputed amounts shall be final, binding and conclusive. If Buyer and Seller are unable to resolve all disputes reflected in the Objection Notice within twenty (20) business days after the date of delivery of the Objection Notice (or such longer period as Buyer and Seller may mutually agree upon), then Buyer and Seller shall request Ernst & Young (the “Independent Accounting Firm”) to resolve any remaining disagreements. Buyer and Seller shall use their commercially reasonable efforts to cause the Independent Accounting Firm to make its determination within thirty (30) days of accepting its selection. The determination by the Independent Accounting Firm shall be final, binding and conclusive on Buyer and Seller and shall not be appealable. Buyer and Seller shall deliver to the Independent Accounting Firm all work papers and back-up materials relating to the unresolved disputes requested by the Independent Accounting Firm to the extent available to Buyer, Seller and their respective agents or other representatives. Buyer and Seller shall be afforded the opportunity to present to the Independent Accounting Firm any material related to the unresolved disputes and to discuss the issues with the Independent Accounting Firm; provided, however, that no such presentation or discussion shall occur without the presence of agents or other representatives of the Buyer and Seller. The determination of the Independent Accounting Firm shall be limited to the disagreements submitted to the Independent Accounting Firm. Upon resolution by the Independent Accounting Firm to its satisfaction of all such disputed matters, the Independent Accounting Firm shall cause to be prepared and shall deliver to Buyer and Seller a final Report setting forth the Net Sales and Net Revenues any Distributor Receipts for the Products in respect of the calendar quarter at issue in the disputed ReportedReport, and the date of such delivery by the Independent Accounting Firm shall be deemed the date on which the Report and the Net Sales and Net Revenues any Distributor Receipts for the Products in respect of the calendar quarter at issue in the disputed Reported Report shall become final, binding and conclusive. The fees and expenses of the Independent Accounting Firm shall be borne equally by Seller and Buyer.
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