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.
Audits.Consultation. Seller has not requested accessand 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 or conductedthe Deferred Payments and audit of,Milestone Payments pursuant to [Section 1.5(d)] or [Section 1.6(a)(iii)] of the Sale Agreement, the books of account or records of Medexus or disputed the amount of# any dispute with respect to a Deferred Payment orCalculation Certificate pursuant to [Section 1.5(d)] of the Sale Agreement, and # any dispute with respect to a Milestone Payment.Sales Calculation Notice pursuant to [Section 1.6(a)(iii)] of the Sale Agreement.
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