Milestone Event Disputes. If Seller believes that any Milestone Event has occurred and Purchaser has not paid the corresponding Milestone Payment in accordance with this Exhibit E, then Seller may deliver to Purchaser written notice thereof (a “Milestone Dispute Notice”), in reasonable detail. During the [***] following the delivery of a Milestone Dispute Notice, Purchaser and Seller shall attempt in good faith to resolve any dispute as to whether any Milestone Event has occurred and whether any Milestone Payment is payable. Following such thirty-day period, either party may initiate litigation of such dispute in accordance with Section 10.10 of the Agreement.
Milestone Event Disputes. If the Equityholders’ Representative believes that any Milestone Event has occurred and Parent has not reported its occurrence in accordance with this Exhibit D, then the Equityholders’ Representative shall deliver to Parent written notice thereof (a “Milestone Dispute Notice”), in reasonable detail. During the thirty (30) days following the delivery of a Milestone Dispute Notice, Parent and the Equityholders’ Representative shall attempt in good faith to resolve any dispute as to whether any Milestone Event has occurred and whether any Milestone Payment is payable. In the case of any Milestone Dispute Notice that relates to any Milestone Event other than the Net Sales Milestone Event, following such thirty-day period, either party may initiate litigation of such dispute in accordance with Sections 9.7, 9.9 and 9.10 of the Agreement. In the case of any Milestone Dispute Notice that relates to the Net Sales Milestone Event, if Parent and the Equityholders’ Representative do not reach agreement with respect to all disputes relating to any such matter within thirty (30) days after a Milestone Dispute Notice is delivered to Parent by the Equityholders’ Representative, the parties shall submit for arbitration all matters that remain in dispute and that were properly included in the Milestone Dispute Notice to an internationally recognized independent public accounting firm that is not affiliated with either party and which shall be agreed upon by Parent and the Equityholders’ Representative in writing (the “Independent Accounting Firm”). If Parent and the Equityholders’ Representative cannot agree on a mutually acceptable Independent Accounting Firm within thirty (30) days after either party has determined that the parties cannot reach agreement with respect to a dispute, then within five (5) Business Days after the expiration of such thirty (30) day period, each of Parent and the Equityholders’ Representative shall appoint one Independent Accounting Firm who shall jointly select a third Independent Accounting Firm within five (5) Business Days after the last to occur of their respective appointments to arbitrate the referred matter. The Independent Accounting Firm mutually agreed by the parties or, if the parties cannot agree, the third Independent Accounting Firm selected by the party-appointed Independent Accounting Firms is referred to as the “Selected Accounting Firm”. Parent and the Equityholders’ Representative shall instruct the Selected Accounting Firm...
Milestone Event Disputes. (i) Parent shall keep, and shall cause the other Parent Parties to keep, adequate books and records of accounting for the purpose of confirming whether the Milestone Event has occurred for a period of three years following the end of the Calendar Year to which each pertain. If the Sellers’ Representative believes that the Milestone Event has occurred, or that any Milestone Statement is inaccurate in whole or in part, then the Sellers’ Representative shall deliver to Parent written notice thereof (a “Milestone Dispute Notice”) in reasonable detail. Following the delivery of a Milestone Dispute Notice, Parent and the Sellers’ Representative shall first attempt in good faith to resolve by negotiation and consultation between themselves, any dispute as to whether the Milestone Event has occurred and whether the Milestone Payment is payable.
