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.
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.
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