Common use of Access to Personnel and Books and Records Clause in Contracts

Access to Personnel and Books and Records. (i) Each Spinco (an “Authorizing Spinco”) shall authorize its respective Spinco Auditor (the “Authorized Auditor”) to make available to each of the IAC Auditor and the Spinco Auditor of each other Spinco both the personnel who performed or are performing the annual audits of the Authorizing Spinco and work papers related to the annual audits of the Authorizing Spinco, in all cases within a reasonable time prior to the Authorized Auditor’s opinion date, so that (A) the IAC Auditor is able to perform the procedures it considers necessary to take responsibility for the work of the Authorized Auditor as it relates to the IAC Auditor’s report on IAC’s financial statements, all within sufficient time to enable IAC to meet its timetable for the printing, filing and public dissemination of IAC’s annual financial statements; and (B) each such other Spinco Auditor is able to perform the procedures it considers necessary to take responsibility for the work of the Authorized Auditor as it relates to the relevant Spinco Auditor’s report on such Spinco’s financial statements, all within sufficient time to enable such Spinco to meet its timetable for the printing, filing and public dissemination of such Spinco’s annual financial statements. (ii) IAC shall authorize the IAC Auditor to make available to each Spinco Auditor both the personnel who performed or are performing the annual audits of IAC and work papers related to the annual audits of IAC, in all cases within a reasonable time prior to the IAC Auditor’s opinion date, so that each Spinco Auditor is able to perform the procedures it considers necessary to take responsibility for the work of the IAC Auditor as it relates to such Spinco Auditor’s report on the relevant Spinco’s financial statements, all within sufficient time to enable such Spinco to meet its timetable for the printing, filing and public dissemination of such Spinco’s annual financial statements. (iii) Each Spinco shall make available to the IAC Auditor and IAC’s management such Spinco’s personnel and such Spinco’s books and records in a reasonable time prior to the IAC Auditor’s opinion date and IAC’s management’s assessment date so that the IAC Auditor and IAC’s management are able to perform the procedures they consider necessary to conduct the 2008 Internal Control Audit and Management Assessments.

Access to Personnel and Books and Records. (i) Each Spinco (an “Authorizing Spinco”) Novelis shall authorize its respective Spinco Auditor (the “Authorized Auditor”) Novelis's Auditors to make available to each of the IAC Auditor and the Spinco Auditor of each other Spinco Alcan's Auditors both the personnel who performed or are performing the annual audits of the Authorizing Spinco Novelis and work papers related to the annual audits of the Authorizing SpincoNovelis, in all cases within a reasonable time prior to the Authorized Auditor’s Novelis's Auditors' opinion date, so that (A) the IAC Auditor is Alcan's Auditors are able to perform the procedures it considers they consider necessary to take responsibility for the work of the Authorized Auditor Novelis's Auditors as it relates to the IAC Auditor’s Alcan's Auditors' report on IAC’s Alcan's financial statements, all within sufficient time to enable IAC Alcan to meet its timetable for the printing, filing and public dissemination of IAC’s Alcan's annual financial statements; . Similarly, Alcan shall authorize Alcan's Auditors to make available to Novelis's Auditors both the personnel who performed or are performing the annual audits of Alcan and (B) each such other Spinco Auditor is work papers related to the annual audits of Alcan, in all cases within a reasonable time prior to Alcan's Auditors' opinion date, so that Novelis's Auditors are able to perform the procedures it considers they consider necessary to take responsibility for the work of the Authorized Auditor Alcan's Auditors as it relates to the relevant Spinco Auditor’s Novelis's Auditors' report on such Spinco’s Novelis's financial statements, all within sufficient time to enable such Spinco Novelis to meet its timetable for the printing, filing and public dissemination of such Spinco’s Novelis's annual financial statements. (ii) IAC shall authorize the IAC Auditor to make available to each Spinco Auditor both the personnel who performed or are performing the annual audits of IAC and work papers related to the annual audits of IAC, in all cases within a reasonable time prior to the IAC Auditor’s opinion date, so that each Spinco Auditor is able to perform the procedures it considers necessary to take responsibility for the work of the IAC Auditor as it relates to such Spinco Auditor’s report on the relevant Spinco’s financial statements, all within sufficient time to enable such Spinco to meet its timetable for the printing, filing and public dissemination of such Spinco’s annual financial statements. (iii) Each Spinco . Novelis shall make available to the IAC Auditor Alcan's Auditors and IAC’s Alcan's management such Spinco’s Novelis' personnel and such Spinco’s Novelis books and records in a reasonable time prior to the IAC Auditor’s Alcan's Auditors' opinion date and IAC’s Alcan's management’s 's assessment date so that the IAC Auditor Alcan's Auditors and IAC’s Alcan's management are able to perform the procedures they consider necessary to conduct the 2008 2004 Internal Control Audit and Management Assessments.

Access to Personnel and Books and Records. (i) Each Spinco (an “Authorizing Spinco”) Match shall authorize its respective Spinco the Match Auditor (the “Authorized Auditor”) to make available to each of the IAC Auditor and the Spinco Auditor of each other Spinco both the personnel who performed or are performing the annual audits of the Authorizing Spinco Match and work papers related to the annual audits of the Authorizing SpincoMatch, in all cases within a reasonable time prior to the Authorized Match Auditor’s opinion date, so that (A) the IAC Auditor is able to perform the procedures it considers necessary to take responsibility for the work of the Authorized Match Auditor as it relates to the IAC Auditor’s report on IAC’s financial statements, all within sufficient time to enable IAC to meet its timetable for the printing, filing and public dissemination of IAC’s annual financial statements; and (B) each such other Spinco Auditor is able to perform the procedures it considers necessary to take responsibility for the work of the Authorized Auditor as it relates to the relevant Spinco Auditor’s report on such Spinco’s financial statements, all within sufficient time to enable such Spinco to meet its timetable for the printing, filing and public dissemination of such Spinco’s annual financial statements.; (ii) IAC shall authorize the IAC Auditor to make available to each Spinco the Match Auditor both the personnel who performed or are performing the annual audits of IAC and work papers related to the annual audits of IAC, in all cases within a reasonable time prior to the IAC Auditor’s opinion date, so that each Spinco the Match Auditor is able to perform the procedures it considers necessary to take responsibility for the work of the IAC Auditor as it relates to such Spinco the Match Auditor’s report on the relevant SpincoMatch’s financial statements, all within sufficient time to enable such Spinco Match to meet its timetable for the printing, filing and public dissemination of such Spinco’s its annual financial statements. (iii) Each Spinco Match shall make available to the IAC Auditor and IAC’s management such Spinco’s its personnel and such Spinco’s books and records in a reasonable time prior to the IAC Auditor’s opinion date and IAC’s management’s assessment date so that the IAC Auditor and IAC’s management are able to perform the procedures they consider necessary to conduct the 2008 Internal Control Audit and Management Assessments.

Access to Personnel and Books and Records. (i) Each Spinco (an “Authorizing Spinco”) TripAdvisor shall authorize its respective Spinco Auditor (the “Authorized Auditor”) TripAdvisor’s Auditors to make available to each of the IAC Auditor and the Spinco Auditor of each other Spinco Expedia’s Auditors both the personnel who performed or are performing the annual audits of the Authorizing Spinco TripAdvisor and work papers related to the annual audits of the Authorizing SpincoTripAdvisor, in all cases within a reasonable time prior to the Authorized AuditorTripAdvisor’s Auditors’ opinion date, so that (A) the IAC Auditor is Expedia’s Auditors are able to perform the procedures it considers they consider necessary to take responsibility for the work of the Authorized Auditor TripAdvisor’s Auditors as it relates to the IAC AuditorExpedia’s Auditors’ report on IACExpedia’s financial statements, all within sufficient time to enable IAC Expedia to meet its timetable for the printing, filing and public dissemination of IACExpedia’s annual financial statements; . Similarly, Expedia shall authorize Expedia’s Auditors to make available to TripAdvisor’s Auditors both the personnel who performed or are performing the annual audits of Expedia and (B) each such other Spinco Auditor is work papers related to the annual audits of Expedia, in all cases within a reasonable time prior to Expedia’s Auditors’ opinion date, so that TripAdvisor’s Auditors are able to perform the procedures it considers they consider necessary to take responsibility for the work of the Authorized Auditor Expedia’s Auditors as it relates to the relevant Spinco AuditorTripAdvisor’s Auditors’ report on such SpincoTripAdvisor’s financial statements, all within sufficient time to enable such Spinco TripAdvisor to meet its timetable for the printing, filing and public dissemination of such SpincoTripAdvisor’s annual financial statements. (ii) IAC shall authorize the IAC Auditor to make available to each Spinco Auditor both the personnel who performed or are performing the annual audits of IAC and work papers related to the annual audits of IAC, in all cases within a reasonable time prior to the IAC Auditor’s opinion date, so that each Spinco Auditor is able to perform the procedures it considers necessary to take responsibility for the work of the IAC Auditor as it relates to such Spinco Auditor’s report on the relevant Spinco’s financial statements, all within sufficient time to enable such Spinco to meet its timetable for the printing, filing and public dissemination of such Spinco’s annual financial statements. (iii) Each Spinco . TripAdvisor shall make available to the IAC Auditor Expedia’s Auditors and IACExpedia’s management such SpincoTripAdvisor’s personnel and such Spinco’s TripAdvisor books and records in a reasonable time prior to the IAC AuditorExpedia’s Auditors’ opinion date and IACExpedia’s management’s assessment date so that the IAC Auditor Expedia’s Auditors and IACExpedia’s management are able to perform the procedures they consider necessary to conduct the 2008 2011 Internal Control Audit and Management Assessments.

Access to Personnel and Books and Records. (i) Each Spinco (an “Authorizing Spinco”) Expedia shall authorize its respective Spinco Auditor (the “Authorized Auditor”) Expedia’s Auditors to make available to each of the IAC Auditor and the Spinco Auditor of each other Spinco IAC’s Auditors both the personnel who performed or are performing the annual audits of the Authorizing Spinco Expedia and work papers related to the annual audits of the Authorizing SpincoExpedia, in all cases within a reasonable time prior to the Authorized AuditorExpedia’s Auditors’ opinion date, so that (A) the IAC Auditor is IAC’s Auditors are able to perform the procedures it considers they consider necessary to take responsibility for the work of the Authorized Auditor Expedia’s Auditors as it relates to the IAC AuditorIAC’s Auditors’ report on IAC’s financial statements, all within sufficient time to enable IAC to meet its timetable for the printing, filing and public dissemination of IAC’s annual financial statements; and (B) each such other Spinco Auditor is able to perform the procedures it considers necessary to take responsibility for the work of the Authorized Auditor as it relates to the relevant Spinco Auditor’s report on such Spinco’s financial statements. Similarly, all within sufficient time to enable such Spinco to meet its timetable for the printing, filing and public dissemination of such Spinco’s annual financial statements. (ii) IAC shall authorize the IAC Auditor IAC’s Auditors to make available to each Spinco Auditor Expedia’s Auditors both the personnel who performed or are performing the annual audits of IAC and work papers related to the annual audits of IAC, in all cases within a reasonable time prior to the IAC AuditorIAC’s Auditors’ opinion date, so that each Spinco Auditor is Expedia’s Auditors are able to perform the procedures it considers they consider necessary to take responsibility for the work of the IAC Auditor IAC’s Auditors as it relates to such Spinco AuditorExpedia’s Auditors’ report on the relevant SpincoExpedia’s financial statements, all within sufficient time to enable such Spinco Expedia to meet its timetable for the printing, filing and public dissemination of such SpincoExpedia’s annual financial statements. (iii) Each Spinco . Expedia shall make available to the IAC Auditor IAC’s Auditors and IAC’s management such SpincoExpedia’s personnel and such Spinco’s Expedia books and records in a reasonable time prior to the IAC AuditorIAC’s Auditors’ opinion date and IAC’s management’s assessment date so that the IAC Auditor IAC’s Auditors and IAC’s management are able to perform the procedures they consider necessary to conduct the 2008 2005 Internal Control Audit and Management Assessments.

Access to Personnel and Books and Records. (i) Each Spinco (an “Authorizing Spinco”) NewCo shall authorize its respective Spinco the NewCo Auditor (the “Authorized Auditor”) to make available to each of the IAC Auditor and the Spinco Auditor of each other Spinco both the personnel who performed or are performing the annual audits of the Authorizing Spinco NewCo and work papers related to the annual audits of the Authorizing SpincoNewCo, in all cases within a reasonable time prior to the Authorized NewCo Auditor’s opinion date, so that (A) the IAC Auditor is able to perform the procedures it considers necessary to take responsibility for the work of the Authorized NewCo Auditor as it relates to the IAC Auditor’s report on IAC’s financial statements, all within sufficient time to enable IAC to meet its timetable for the printing, filing and public dissemination of IAC’s annual financial statements; and (B) each such other Spinco Auditor is able to perform the procedures it considers necessary to take responsibility for the work of the Authorized Auditor as it relates to the relevant Spinco Auditor’s report on such Spinco’s financial statements, all within sufficient time to enable such Spinco to meet its timetable for the printing, filing and public dissemination of such Spinco’s annual financial statements.; (ii) IAC shall authorize the IAC Auditor to make available to each Spinco the NewCo Auditor both the personnel who performed or are performing the annual audits of IAC and work papers related to the annual audits of IAC, in all cases within a reasonable time prior to the IAC Auditor’s opinion date, so that each Spinco the NewCo Auditor is able to perform the procedures it considers necessary to take responsibility for the work of the IAC Auditor as it relates to such Spinco the NewCo Auditor’s report on the relevant SpincoNewCo’s financial statements, all within sufficient time to enable such Spinco NewCo to meet its timetable for the printing, filing and public dissemination of such Spinco’s its annual financial statements. (iii) Each Spinco NewCo shall make available to the IAC Auditor and IAC’s management such Spinco’s its personnel and such Spinco’s books and records in a reasonable time prior to the IAC Auditor’s opinion date and IAC’s management’s assessment date so that the IAC Auditor and IAC’s management are able to perform the procedures they consider necessary to conduct the 2008 Internal Control Audit and Management Assessments.