Audits. Seller has not requested access to or conducted and audit of, pursuant to [Section 1.5(d)] or [Section 1.6(iii)] of the Sale Agreement, the books of account or records of Medexus or disputed the amount of any Deferred Payment or Milestone Payment.
Consultation. Seller and Buyer shall consult with each other regarding the timing, manner and conduct of # any audit of Medexus’s books of accounts and other records with respect to the Deferred Payments and Milestone Payments pursuant to [Section 1.5(d)] or [Section 1.6(a)(iii)] of the Sale Agreement, # any dispute with respect to a Deferred Payment Calculation Certificate pursuant to [Section 1.5(d)] of the Sale Agreement, and # any dispute with respect to a Milestone Sales Calculation Notice pursuant to [Section 1.6(a)(iii)] of the Sale Agreement.
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