Common use of Audit Rights With Respect to Information Provided Clause in Contracts

Audit Rights With Respect to Information Provided. (a) Each Party, and their duly authorized representatives, shall have the right to conduct reasonable audits with respect to all information required to be provided to it by the other Parties under this Agreement. The Party conducting the audit (the “Auditing Party”) may adopt reasonable procedures and guidelines for conducting audits and the selection of audit representatives under this Section 7.8. The Auditing Party shall have the right to make copies of any records at its expense, subject to any restrictions imposed by applicable laws and to any confidentiality provisions set forth in the Separation Agreement, which are incorporated by reference herein. The Party being audited shall provide the Auditing Party’s representatives with reasonable access during normal business hours to its operations, computer systems and paper and electronic files, and provide workspace to its representatives. After any audit is completed, the Party being audited shall have the right to review a draft of the audit findings and to comment on those findings in writing within thirty business days after receiving such draft. (b) The Auditing Party’s audit rights under this Section 7.8 shall include the right to audit, or participate in an audit facilitated by the Party being audited, of any Subsidiaries and Affiliates of the Party being audited and to require the other Parties to request any benefit providers and third parties with whom the Party being audited has a relationship, or agents of such Party, to agree to such an audit to the extent any such Persons are affected by or addressed in this Agreement (collectively, the “Non-parties”). The Party being audited shall, upon written request from the Auditing Party, provide an individual (at the Auditing Party’s expense) to supervise any audit of a Non-party. The Auditing Party shall be responsible for supplying, at the Auditing Party’s expense, additional personnel sufficient to complete the audit in a reasonably timely manner. The responsibility of the Party being audited shall be limited to providing, at the Auditing Party’s expense, a single individual at each audited site for purposes of facilitating the audit.

Audit Rights With Respect to Information Provided. (a) Each Party, and their its duly authorized representatives, shall have the right to conduct reasonable audits with respect to all information required to be provided to it by the any other Parties Party under this Agreement. . (b) The Party conducting the an audit pursuant to this Section 6.4(a) (the “Auditing Party”) may adopt reasonable procedures and guidelines for conducting audits and the selection of audit representatives under this Section 7.86.4. The Auditing Party shall have the right to make copies of any records at its expense, subject to any restrictions imposed by applicable laws and to any confidentiality provisions set forth in the Separation Agreement, which are incorporated by reference herein. The Party being audited shall provide the Auditing Party’s representatives with reasonable access during normal business hours to its operations, computer systems and paper and electronic files, and provide workspace to its representatives. After any audit is completed, the Party being audited shall have the right to review a draft of the audit findings and to comment on those findings in writing within thirty business days after receiving such draft. (bc) The Auditing Party’s audit rights under this Section 7.8 6.4 shall include the right to audit, or participate in an audit facilitated by the Party being audited, of any Subsidiaries and Affiliates of the Party being audited and to require the other Parties Party to request any benefit providers and third parties with whom the Party being audited has a relationship, or agents of such Party, to agree to such an audit to the extent any such Persons are affected by or addressed in this Agreement (collectively, the “Non-parties”). The Party being audited shall, upon written request from the Auditing Party, provide an individual (at the Auditing Party’s expense) to supervise any audit of a Non-party. The Auditing Party shall be responsible for supplying, at the Auditing Party’s expense, additional personnel sufficient to complete the audit in a reasonably timely manner. The responsibility of the Party being audited shall be limited to providing, at the Auditing Party’s expense, a single individual at each audited site for purposes of facilitating the audit.

Audit Rights With Respect to Information Provided. (a) Each Partyof IAC and Match, and their duly authorized representatives, shall have the right to conduct reasonable audits (but not in excess of one audit per fiscal quarter) with respect to all information required to be provided to it by the other Parties Party under this Agreement. The Party conducting the audit (the “Auditing Party”) may adopt reasonable procedures and guidelines for conducting audits and the selection of audit representatives under this Section 7.87.4. The Auditing Party shall have the right to make copies of any records at its expense, subject to any restrictions imposed by applicable laws and to any confidentiality provisions set forth in the Separation Transaction Agreement, which are incorporated by reference herein. The Party being audited shall provide the Auditing Party’s representatives with reasonable access during normal business hours to its operations, computer systems and paper and electronic files, and provide workspace to its representatives. After any audit is completed, the Party being audited shall have the right to review a draft of the audit findings and to comment on those findings in writing within thirty business days after receiving such draft. (b) The Auditing Party’s audit rights under this Section 7.8 7.4 shall include the right to audit, or participate in an audit facilitated by the Party being audited, of any Subsidiaries and Affiliates of the Party being audited and to require the other Parties Party to request any benefit providers and third parties with whom the Party being audited has a relationship, or agents of such Party, to agree to such an audit to the extent any such Persons are affected by or addressed in this Agreement (collectively, the “Non-parties”). The Party being audited shall, upon written request from the Auditing Party, provide an individual (at the Auditing Party’s expense) to supervise any audit of a Non-party. The Auditing Party shall be responsible for supplying, at the Auditing Party’s expense, additional personnel sufficient to complete the audit in a reasonably timely manner. The responsibility of the Party being audited shall be limited to providing, at the Auditing Party’s expense, a single individual at each audited site for purposes of facilitating the audit.

Audit Rights With Respect to Information Provided. (a) Each Partyof Parent and Xxxx, and their duly authorized representatives, shall have the right to conduct reasonable audits with respect to all information required to be provided to it by the other Parties Party under this Agreement. The Party conducting the audit (the “Auditing Party”) may adopt reasonable procedures and guidelines for conducting audits and the selection of audit representatives under this Section 7.85.5. The Auditing Party shall have the right to make copies of any records at its expense, subject to any restrictions imposed by applicable laws and to any confidentiality provisions set forth in the Master Separation Agreement, which are incorporated by reference herein. The Party being audited shall provide the Auditing Party’s representatives with reasonable access during normal business hours to its operations, computer systems and paper and electronic files, and provide workspace to its representatives. After any audit is completed, the Party being audited shall have the right to review a draft of the audit findings and to comment on those findings in writing within thirty business days after receiving such draft. (b) The Auditing Party’s audit rights under this Section 7.8 5.5 shall include the right to audit, or participate in an audit facilitated by the Party being audited, of any Subsidiaries and Affiliates of the Party being audited and to require the other Parties Party to request any benefit providers and third parties with whom the Party being audited has a relationship, or agents of such Party, to agree to such an audit to the extent any such Persons are affected by or addressed in this Agreement (collectively, the “Non-parties”). The Party being audited shall, upon written request from the Auditing Party, provide an individual (at the Auditing Party’s expense) to supervise any audit of a Non-party. The Auditing Party shall be responsible for supplying, at the Auditing Party’s expense, additional personnel sufficient to complete the audit in a reasonably timely manner. The responsibility of the Party being audited shall be limited to providing, at the Auditing Party’s expense, a single individual at each audited site for purposes of facilitating the audit.

Audit Rights With Respect to Information Provided. (ai) Each Partyof Parent and ElderCare, and their duly authorized representatives, shall have the right to conduct reasonable audits with respect to all information required to be provided to it by the other Parties under this Agreementparty. The Party party conducting the audit (the “"Auditing Party”") may adopt reasonable shall have the sole discretion to determine the procedures and guidelines for conducting audits and the selection of audit representatives under this Section 7.87.6(a). The Auditing Party shall have the right to make copies of any records at its expense, subject to any restrictions imposed by applicable laws and to any the confidentiality provisions set forth in the Separation and Distribution Agreement, which are incorporated by reference herein. The Party party being audited shall provide the Auditing Party’s 's representatives with reasonable access during normal business hours to its operations, computer systems and paper and electronic files, and provide workspace to its representatives. After any audit is completed, the Party party being audited shall have the right to review a draft of the audit findings and to comment on those findings in writing within thirty five business days after receiving such draft. (bii) The Auditing Party’s 's audit rights under this Section 7.8 7.6(a) shall include the right to audit, or participate in an audit facilitated by the Party party being audited, of any Subsidiaries and Affiliates of the Party party being audited and to require the other Parties to request of any benefit providers and third parties with whom the Party party being audited has a relationship, or agents of such Partyparty, to agree to such an audit to the extent any such Persons persons are affected by or addressed in this Agreement (collectively, the “"Non-parties”"). The Party party being audited shall, upon written request from the Auditing Party, provide an individual (at the Auditing Party’s 's expense) to supervise any audit of a Non-party. The Auditing Party shall be responsible for supplying, at the Auditing Party’s 's expense, additional personnel sufficient to complete the audit in a reasonably timely manner. The responsibility of the Party party being audited shall be limited to providing, at the Auditing Party’s 's expense, a single individual at each audited site for purposes of facilitating the audit.

Audit Rights With Respect to Information Provided. (a) Each Partyof Circuit City and CarMax, and their duly authorized representatives, shall have the right to conduct reasonable audits with respect to all information required to be provided to it by the other Parties under this Agreementparty. The Party party conducting the audit (the “Auditing Party”) may adopt reasonable shall have the sole discretion to determine the procedures and guidelines for conducting audits and the selection of audit representatives under this Section 7.86.5(a). The Auditing Party shall have the right to make copies of any records at its expense, subject to any restrictions imposed by applicable laws and to any the confidentiality provisions set forth in the Separation Agreement, which are incorporated by reference herein. The Party party being audited shall provide the Auditing Party’s representatives with reasonable access during normal business hours to its operations, computer systems and paper and electronic files, and provide workspace to its representatives. After any audit is completed, the Party party being audited shall have the right to review a draft of the audit findings and to comment on those findings in writing within thirty five business days after receiving such draft. (b) The Auditing Party’s audit rights under this Section 7.8 6.5 shall include the right to audit, or participate in an audit facilitated by the Party party being audited, of any Subsidiaries and Affiliates of the Party party being audited and to require the other Parties to request of any benefit providers and third parties with whom the Party party being audited has a relationship, or agents of such Partyparty, to agree to such an audit to the extent any such Persons persons are affected by or addressed in this Agreement (collectively, the “Non-parties”), subject to the consent of such party. The Party party being audited shall, upon written request from the Auditing Party, provide an individual (at the Auditing Party’s expense) to supervise any audit of a Non-party. The Auditing Party shall be responsible for supplying, at the Auditing Party’s expense, additional personnel sufficient to complete the audit in a reasonably timely manner. The responsibility of the Party party being audited shall be limited to providing, at the Auditing Party’s expense, a single individual at each audited site for purposes of facilitating the audit.

Audit Rights With Respect to Information Provided. (a) Each Partyof Altria and Kraft, and their duly authorized representatives, shall have the right to conduct reasonable audits with respect to all information required to be provided to it by the other Parties under this Agreementparty. The Party party conducting the audit (the “Auditing Party”) may adopt reasonable shall have the sole discretion to determine the procedures and guidelines for conducting audits and the selection of audit representatives under this Section 7.87.3(a). The Auditing Party shall have the right to make copies of any records at its expense, subject to any restrictions imposed by applicable laws and to any the confidentiality provisions set forth in the Separation Distribution Agreement, which are incorporated by reference herein. The Party party being audited shall provide the Auditing Party’s representatives with reasonable access during normal business hours to its operations, computer systems and paper and electronic files, and provide workspace to its representatives. After any audit is completed, the Party party being audited shall have the right to review a draft of the audit findings and to comment on those findings in writing within thirty five business days after receiving such draft. (b) The Auditing Party’s audit rights under this Section 7.8 7.3(b) shall include the right to audit, or participate in an audit facilitated by the Party party being audited, of any Subsidiaries and Affiliates of the Party party being audited and to require the other Parties to request of any benefit providers and third parties with whom the Party party being audited has a relationship, or agents of such Partyparty, to agree to such an audit to the extent any such Persons persons are affected by or addressed in this Agreement (collectively, the “Non-parties”). The Party party being audited shall, upon written request from the Auditing Party, provide an individual (at the Auditing Party’s expense) to supervise any audit of a Non-party. The Auditing Party shall be responsible for supplying, at the Auditing Party’s expense, additional personnel sufficient to complete the audit in a reasonably timely manner. The responsibility of the Party party being audited shall be limited to providing, at the Auditing Party’s expense, a single individual at each audited site for purposes of facilitating the audit.

Audit Rights With Respect to Information Provided. (a) Each Partyof IAC and NewCo, and their duly authorized representatives, shall have the right to conduct reasonable audits with respect to all information required to be provided to it by the other Parties Party under this Agreement. The Party conducting the audit (the “Auditing Party”) may adopt reasonable procedures and guidelines for conducting audits and the selection of audit representatives under this Section 7.86.04. The Auditing Party shall have the right to make copies of any records at its expense, subject to any restrictions imposed by applicable laws and to any confidentiality provisions set forth in the Separation Contribution Agreement, which are incorporated by reference herein. The Party being audited shall provide the Auditing Party’s representatives with reasonable access during normal business hours to its operations, computer systems systems, and paper and electronic files, and provide workspace to its representatives. After any audit is completed, the Party being audited shall have the right to review a draft of the audit findings and to comment on those findings in writing within thirty business days 30 Business Days after receiving such draft. (b) The Auditing Party’s audit rights under this Section 7.8 6.04 shall include the right to audit, or participate in an audit facilitated by the Party being audited, of any Subsidiaries and Affiliates of the Party being audited and to require the other Parties Party to request any benefit providers and third parties with whom the Party being audited has a relationship, or agents of such Party, to agree to such an audit to the extent any such Persons are affected by or addressed in this Agreement (collectively, the “Non-partiesParties”). The Party being audited shall, upon written request from the Auditing Party, provide an individual (at the Auditing Party’s expense) to supervise any audit of a Non-partyParty. The Auditing Party shall be responsible for supplying, at the Auditing Party’s expense, additional personnel sufficient to complete the audit in a reasonably timely manner. The responsibility of the Party being audited shall be limited to providing, at the Auditing Party’s expense, a single individual at each audited site for purposes of facilitating the audit.

Audit Rights With Respect to Information Provided. (a) Each Partyof HP and Enterprise, and their duly authorized representatives, shall have the right right, subject to applicable Laws, to conduct reasonable audits with respect to all information required to be provided to it by the other Parties Party under this Agreement. The Party conducting the audit (the “Auditing Party”) may adopt reasonable procedures and guidelines for conducting audits and the selection of audit representatives under this Section 7.86.4. The Auditing Party shall have the right to make copies of any records at its expense, subject to any restrictions imposed by applicable laws and to any confidentiality provisions set forth in the Separation Agreement, which are incorporated by reference herein. The Party being audited shall provide the Auditing Party’s representatives with reasonable access during normal business hours to its operations, computer systems and paper and electronic files, and provide workspace to its representatives. After any audit is completed, the Party being audited shall have the right to review a draft of the audit findings and to comment on those findings in writing within thirty business days after receiving such draft. (b) The Auditing Party’s audit rights under this Section 7.8 6.4 shall include the right to audit, or participate in an audit facilitated by the Party being audited, of any Subsidiaries and Affiliates of the Party being audited and to require the other Parties Party to request any benefit providers and third parties with whom the Party being audited has a relationship, or agents of such Party, to agree to such an audit to the extent any such Persons are affected by or addressed in this Agreement (collectively, the “Non-parties”). The Party being audited shall, upon written request from the Auditing Party, provide an individual (at the Auditing Party’s expense) to supervise any audit of a Non-party. The Auditing Party shall be responsible for supplying, at the Auditing Party’s expense, additional personnel sufficient to complete the audit in a reasonably timely manner. The responsibility of the Party being audited shall be limited to providing, at the Auditing Party’s expense, a single individual at each audited site for purposes of facilitating the audit.

Audit Rights With Respect to Information Provided. (a) Each Partyof NCR and Teradata, and their duly authorized representatives, shall have the right to conduct reasonable audits with respect to all information required to be provided to it by the other Parties party under this Agreement. The Party , provided that the party conducting the audit (the “Auditing Party”) shall have provided 30 days’ prior written notice to the other party prior to the audit, unless a shorter amount of time is required in order to comply with applicable law, court or governmental order. The Auditing Party may adopt reasonable procedures and guidelines for conducting audits and the selection of audit representatives under this Section 7.86.4. The Auditing Party shall have the right to make copies of any records at its expense, subject to any restrictions imposed by applicable laws and to any confidentiality provisions set forth in the Separation and Distribution Agreement, which are incorporated by reference herein. The Party party being audited shall provide the Auditing Party’s representatives with reasonable access during normal business hours to its operations, computer systems and paper and electronic files, and provide workspace to its representatives. After any audit is completed, the Party party being audited shall have the right to review a draft of the audit findings and to comment on those findings in writing within thirty ten business days after receiving such draft. (b) The Auditing Party’s audit rights under this Section 7.8 6.4 shall include the right to audit, or participate in an audit facilitated by the Party party being audited, of any Subsidiaries and Affiliates of the Party party being audited and to require the other Parties party to request any benefit providers and third parties with whom the Party party being audited has a relationship, or agents of such Partyparty, to agree to such an audit to the extent any such Persons persons are affected by or addressed in this Agreement (collectively, the “Non-parties”). The Party party being audited shall, upon written request from the Auditing Party, provide an individual (at the Auditing Party’s expense) to supervise any audit of a Non-party. The Auditing Party shall be responsible for supplying, at the Auditing Party’s expense, additional personnel sufficient to complete the audit in a reasonably timely manner. The responsibility of the Party party being audited shall be limited to providing, at the Auditing Party’s expense, a single individual at each audited site for purposes of facilitating the audit.

Audit Rights With Respect to Information Provided. (ai) Each Partyof Heinz and Spinco, and their duly authorized representatives, shall have the right to conduct audits at any time upon reasonable audits prior notice, at their own expense, with respect to all information required to be provided to it or to any Plan record keeper or third party administrator by the other Parties under party that is relevant to this Agreement, provided, that audits with respect to the allocation or transfer of Heinz Pension Plan assets and liabilities shall be subject only to Section 9.3(a). The Party conducting the audit (the “Auditing Party”) may adopt reasonable procedures and guidelines for conducting audits and the selection of audit representatives under this Section 7.8. The Auditing Party auditing party shall have the right to make copies of any records at its expense, subject to any restrictions imposed by applicable laws and to any the confidentiality provisions set forth in the Separation Agreement, which are incorporated by reference herein. The Party party being audited shall provide the Auditing Party’s auditing party's representatives with reasonable access during normal business hours to its operations, computer systems and paper and electronic files, and provide workspace work space to its representatives. After any audit is completed, the Party party being audited shall have the right to review a draft of the audit findings and to comment on those findings in writing within thirty five business days after receiving such draft. (bii) The Auditing Party’s auditing party's audit rights under this Section 7.8 9.3(b) shall include the right to audit, or participate in an audit facilitated by the Party party being audited, of any Subsidiaries subsidiaries and Affiliates affiliates of the Party party being audited and to require the other Parties to request of any benefit providers and third parties with whom the Party party being audited has a relationship, or agents of such Partyparty, to agree to such an audit to the extent any such Persons persons are affected by or addressed in this Agreement (collectively, the “"Non-parties”"). The Party party being audited shall, upon written request from the Auditing Partyauditing party, provide an individual (at the Auditing Party’s auditing party's expense) to supervise any audit of a Non-any such benefit provider or third party. The Auditing Party auditing party shall be responsible for supplying, at the Auditing Party’s its expense, additional personnel sufficient to complete the audit in a reasonably timely manner. The responsibility of the Party being audited shall be limited to providing, at the Auditing Party’s expense, a single individual at each audited site for purposes of facilitating the audit.

Audit Rights With Respect to Information Provided. (a) Each Party, and their duly authorized representatives, shall have the right to conduct reasonable audits with respect to all information required to be provided to it by the other Parties under this Agreement. The Party conducting the audit (the “Auditing Party”) may adopt reasonable procedures and guidelines for conducting audits and the selection of audit representatives under this Section 7.8. The Auditing Party shall have the right to make copies of any records at its expense, subject to any restrictions imposed by applicable laws and to any confidentiality provisions set forth in the Separation Agreement, which are incorporated by reference herein. The Party being audited shall provide the Auditing Party’s representatives with reasonable access during normal business hours to its operations, computer systems and paper and electronic files, and provide workspace to its representatives. After any audit is completed, the Party being audited shall have the right to review a draft of the audit findings and to comment on those findings in writing within thirty business days (30) Business Days after receiving such draft. (b) The Auditing Party’s audit rights under this Section 7.8 shall include the right to audit, or participate in an audit facilitated by the Party being audited, of any Subsidiaries and Affiliates of the Party being audited and to require the other Parties to request any benefit providers and third parties with whom the Party being audited has a relationship, or agents of such Party, to agree to such an audit to the extent any such Persons are affected by or addressed in this Agreement (collectively, the “Non-parties”). The Party being audited shall, upon written request from the Auditing Party, provide an individual (at the Auditing Party’s expense) to supervise any audit of a Non-party. The Auditing Party shall be responsible for supplying, at the Auditing Party’s expense, additional personnel sufficient to complete the audit in a reasonably timely manner. The responsibility of the Party being audited shall be limited to providing, at the Auditing Party’s expense, a single individual at each audited site for purposes of facilitating the audit.

Audit Rights With Respect to Information Provided. (a1) Each Partyof Xxxx-XxXxx and Tronox, and their respective duly authorized representatives, shall have the right to conduct reasonable audits with respect to all information required to be provided to it by the other Parties under this Agreementparty. The Party party conducting the audit (the “Auditing Party”) may adopt reasonable shall have the sole discretion to determine the procedures and guidelines for conducting audits and the selection of audit representatives under this Section 7.811.05(b); provided, that audits with respect to the allocation or transfer of plan assets and liabilities shall be subject only to Section 11.05(a). The Auditing Party shall have the right to make copies of any records at its expense, subject to any restrictions imposed by applicable laws and to any the confidentiality provisions set forth in the Separation Principal Agreement, which are incorporated by reference herein. The Party party being audited shall provide the Auditing Party’s representatives with reasonable access during normal business hours to its operations, computer systems systems, and paper and electronic files, and provide workspace to its representatives. After any audit is completed, the Party party being audited shall have the right to review a draft of the audit findings and to comment on those findings in writing within thirty ten business days after receiving such draft. (b2) The Auditing Party’s audit rights under this Section 7.8 11.05(b) shall include the right to audit, or participate in an audit facilitated by the Party party being audited, of any Subsidiaries subsidiaries and Affiliates affiliates of the Party party being audited and to require the other Parties to request of any benefit providers and third parties with whom the Party party being audited has a relationship, or agents of such Partyparty, to agree to such an audit to the extent any such Persons persons are affected by or addressed in this Agreement (collectively, the “Non-parties”). The Party party being audited shall, upon written request from the Auditing Party, provide an individual (at the Auditing Party’s expense) to supervise any audit of a Non-party. The Auditing Party shall be responsible for supplying, at the Auditing Party’s expense, additional personnel sufficient to complete the audit in a reasonably timely manner. The responsibility of the Party party being audited shall be limited to providing, at the Auditing Party’s expense, a single individual at each audited site for purposes of facilitating the audit.

Audit Rights With Respect to Information Provided. (a) Each Partyof Houston and Xxxxxxx, and their duly authorized representatives, shall have the right right, subject to applicable Laws, to conduct reasonable audits with respect to all information required to be provided to it by the other Parties Party under this Agreement. The Party conducting the audit (the “Auditing Party”) may adopt reasonable procedures and guidelines for conducting audits and the selection of audit representatives under this Section 7.86.4. The Auditing Party shall have the right to make copies of any records at its expense, subject to any restrictions imposed by applicable laws and to any confidentiality provisions set forth in the Separation Agreement, which are incorporated by reference herein. The Party being audited shall provide the Auditing Party’s representatives with reasonable access during normal business hours to its operations, computer systems and paper and electronic files, and provide workspace to its representatives. After any audit is completed, the Party being audited shall have the right to review a draft of the audit findings and to comment on those findings in writing within thirty business days after receiving such draft. (b) The Auditing Party’s audit rights under this Section 7.8 6.4 shall include the right to audit, or participate in an audit facilitated by the Party being audited, of any Subsidiaries and Affiliates of the Party being audited and to require the other Parties Party to request any benefit providers and third parties with whom the Party being audited has a relationship, or agents of such Party, to agree to such an audit to the extent any such Persons are affected by or addressed in this Agreement (collectively, the “Non-parties”). The Party being audited shall, upon written request from the Auditing Party, provide an individual (at the Auditing Party’s expense) to supervise any audit of a Non-party. The Auditing Party shall be responsible for supplying, at the Auditing Party’s expense, additional personnel sufficient to complete the audit in a reasonably timely manner. The responsibility of the Party being audited shall be limited to providing, at the Auditing Party’s expense, a single individual at each audited site for purposes of facilitating the audit.

Audit Rights With Respect to Information Provided. (a) Each Partyof Expedia and TripAdvisor, and their duly authorized representatives, shall have the right to conduct reasonable audits with respect to all information required to be provided to it by the other Parties Party under this Agreement. The Party conducting the audit (the “Auditing Party”) may adopt reasonable procedures and guidelines for conducting audits and the selection of audit representatives under this Section 7.86.4. The Auditing Party shall have the right to make copies of any records at its expense, subject to any restrictions imposed by applicable laws and to any confidentiality provisions set forth in the Separation Agreement, which are incorporated by reference herein. The Party being audited shall provide the Auditing Party’s representatives with reasonable access during normal business hours to its operations, computer systems and paper and electronic files, and provide workspace to its representatives. After any audit is completed, the Party being audited shall have the right to review a draft of the audit findings and to comment on those findings in writing within thirty business days after receiving such draft. (b) The Auditing Party’s audit rights under this Section 7.8 6.4 shall include the right to audit, or participate in an audit facilitated by the Party being audited, of any Subsidiaries and Affiliates of the Party being audited and to require the other Parties Party to request any benefit providers and third parties with whom the Party being audited has a relationship, or agents of such Party, to agree to such an audit to the extent any such Persons are affected by or addressed in this Agreement (collectively, the “Non-parties”). The Party being audited shall, upon written request from the Auditing Party, provide an individual (at the Auditing Party’s expense) to supervise any audit of a Non-party. The Auditing Party shall be responsible for supplying, at the Auditing Party’s expense, additional personnel sufficient to complete the audit in a reasonably timely manner. The responsibility of the Party being audited shall be limited to providing, at the Auditing Party’s expense, a single individual at each audited site for purposes of facilitating the audit.

Audit Rights With Respect to Information Provided. (a) Each Partyof IAC and Match, and their duly authorized representatives, shall have the right to conduct reasonable audits with respect to all information required to be provided to it by the other Parties Party under this Agreement. The Party conducting the audit (the “Auditing Party”) may adopt reasonable procedures and guidelines for conducting audits and the selection of audit representatives under this Section 7.86.4. The Auditing Party shall have the right to make copies of any records at its expense, subject to any restrictions imposed by applicable laws and to any confidentiality provisions set forth in the Separation Master Transaction Agreement, which are incorporated by reference herein. The Party being audited shall provide the Auditing Party’s representatives with reasonable access during normal business hours to its operations, computer systems and paper and electronic files, and provide workspace to its representatives. After any audit is completed, the Party being audited shall have the right to review a draft of the audit findings and to comment on those findings in writing within thirty business days after receiving such draft. (b) The Auditing Party’s audit rights under this Section 7.8 6.4 shall include the right to audit, or participate in an audit facilitated by the Party being audited, of any Subsidiaries and Affiliates of the Party being audited and to require the other Parties Party to request any benefit providers and third parties with whom the Party being audited has a relationship, or agents of such Party, to agree to such an audit to the extent any such Persons are affected by or addressed in this Agreement (collectively, the “Non-parties”). The Party being audited shall, upon written request from the Auditing Party, provide an individual (at the Auditing Party’s expense) to supervise any audit of a Non-party. The Auditing Party shall be responsible for supplying, at the Auditing Party’s expense, additional personnel sufficient to complete the audit in a reasonably timely manner. The responsibility of the Party being audited shall be limited to providing, at the Auditing Party’s expense, a single individual at each audited site for purposes of facilitating the audit.

Audit Rights With Respect to Information Provided. (a) Each Partyof IAC and Expedia, and their duly authorized representatives, shall have the right to conduct reasonable audits with respect to all information required to be provided to it by the other Parties Party under this Agreement. The Party conducting the audit (the “Auditing Party”) may adopt reasonable procedures and guidelines for conducting audits and the selection of audit representatives under this Section 7.86.4. The Auditing Party shall have the right to make copies of any records at its expense, subject to any restrictions imposed by applicable laws and to any confidentiality provisions set forth in the Separation Agreement, which are incorporated by reference herein. The Party being audited shall provide the Auditing Party’s representatives with reasonable access during normal business hours to its operations, computer systems and paper and electronic files, and provide workspace to its representatives. After any audit is completed, the Party being audited shall have the right to review a draft of the audit findings and to comment on those findings in writing within thirty business days after receiving such draft. (b) The Auditing Party’s audit rights under this Section 7.8 6.4 shall include the right to audit, or participate in an audit facilitated by the Party being audited, of any Subsidiaries and Affiliates of the Party being audited and to require the other Parties Party to request any benefit providers and third parties with whom the Party being audited has a relationship, or agents of such Party, to agree to such an audit to the extent any such Persons are affected by or addressed in this Agreement (collectively, the “Non-parties”). The Party being audited shall, upon written request from the Auditing Party, provide an individual (at the Auditing Party’s expense) to supervise any audit of a Non-party. The Auditing Party shall be responsible for supplying, at the Auditing Party’s expense, additional personnel sufficient to complete the audit in a reasonably timely manner. The responsibility of the Party being audited shall be limited to providing, at the Auditing Party’s expense, a single individual at each audited site for purposes of facilitating the audit.

Audit Rights With Respect to Information Provided. (a) Each Partyof AT&T and Wireless Services, and their duly authorized representatives, shall have the right to conduct reasonable audits with respect to all information required to be provided to it by the other Parties under this Agreementparty. The Party party conducting the audit (the “"Auditing Party”") may adopt reasonable shall have the sole discretion to determine the procedures and guidelines for conducting audits and the selection of audit representatives under this Section 7.86.4(a). The Auditing Party shall have the right to make copies of any records at its expense, subject to any restrictions imposed by applicable laws and to any the confidentiality provisions set forth in the Separation and Distribution Agreement, which are incorporated by reference herein. The Party party being audited shall provide the Auditing Party’s 's representatives with reasonable access during normal business hours to its operations, computer systems and paper and electronic files, and provide workspace to its representatives. After any audit is completed, the Party party being audited shall have the right to review a draft of the audit findings and to comment on those findings in writing within thirty five business days after receiving such draft. (b) The Auditing Party’s 's audit rights under this Section 7.8 6.4(b) shall include the right to audit, or participate in an audit facilitated by the Party party being audited, of any Subsidiaries and Affiliates of the Party party being audited and to require the other Parties to request of any benefit providers and third parties with whom the Party party being audited has a relationship, or agents of such Partyparty, to agree to such an audit to the extent any such Persons persons are affected by or addressed in this Agreement (collectively, the “"Non-parties”"). The Party party being audited shall, upon written request from the Auditing Party, provide an individual (at the Auditing Party’s 's expense) to supervise any audit of a Non-party. The Auditing Party shall be responsible for supplying, at the Auditing Party’s 's expense, additional personnel sufficient to complete the audit in a reasonably timely manner. The responsibility of the Party party being audited shall be limited to providing, at the Auditing Party’s 's expense, a single individual at each audited site for purposes of facilitating the audit.

Audit Rights With Respect to Information Provided. (ai) Each Partyof Parent and Technologies, and their duly authorized representatives, shall have the right to conduct reasonable audits with respect to all information required to be provided to it by the other Parties under this Agreementparty. The Party party conducting the audit (the “"Auditing Party”") may adopt reasonable shall have the sole discretion to determine the -------------- procedures and guidelines for conducting audits and the selection of audit representatives under this Section 7.88.6(a). The Auditing Party shall have the -------------- right to make copies of any records at its expense, subject to any restrictions imposed by applicable laws and to any the confidentiality provisions set forth in the Separation and Distribution Agreement, which are incorporated by reference herein. The Party party being audited shall provide the Auditing Party’s 's representatives with reasonable access during normal business hours to its operations, computer systems and paper and electronic files, and provide workspace to its representatives. After any audit is completed, the Party party being audited shall have the right to review a draft of the audit findings and to comment on those findings in writing within thirty five business days after receiving such draft. (bii) The Auditing Party’s 's audit rights under this Section 7.8 ------- 8.6 (a) shall include the right to audit, or participate in an audit facilitated ------ by the Party party being audited, of any Subsidiaries and Affiliates of the Party party being audited and to require the other Parties to request of any benefit providers and third parties with whom the Party party being audited has a relationship, or agents of such Partyparty, to agree to such an audit to the extent any such Persons persons are affected by or addressed in this Agreement (collectively, the “"Non-parties”"). The Party party being audited shall, upon written request from the ----------- Auditing Party, provide an individual (at the Auditing Party’s 's expense) to supervise any audit of a Non-party. The Auditing Party shall be responsible for supplying, at the Auditing Party’s 's expense, additional personnel sufficient to complete the audit in a reasonably timely manner. The responsibility of the Party party being audited shall be limited to providing, at the Auditing Party’s 's expense, a single individual at each audited site for purposes of facilitating the audit.

Audit Rights With Respect to Information Provided. (ai) Each Partyof Schlumberger and Sedco Forex, and their duly authorized representatives, shall have the right to conduct audits at any time upon reasonable audits prior notice, at its own expense, with respect to all information required to be provided to it or to any Plan record keeper or third party administrator by the other Parties under this Agreementparty; provided that audits with respect to the allocation or transfer of Plan assets and Liabilities shall be subject only to Section 6.3(a). The Party conducting the audit (the “Auditing Party”) may adopt reasonable procedures and guidelines for conducting audits and the selection of audit representatives under this Section 7.8. The Auditing Party auditing party shall have the right to make copies of any records at its expense, subject to any restrictions imposed by applicable laws and to any the confidentiality provisions set forth in the Separation Distribution Agreement, which are incorporated by reference herein. The Party party being audited shall provide the Auditing Party’s auditing party's representatives with reasonable access during normal business hours to its operations, computer systems and paper and electronic files, and provide workspace work space to its representatives. After any audit is completed, the Party party being audited shall have the right to review a draft of the audit findings and to comment on those findings in writing within thirty five business days after receiving such draft. (bii) The Auditing Party’s auditing party's audit rights under this Section 7.8 6.3(b) shall include the right to audit, or participate in an audit facilitated by the Party party being audited, of any Subsidiaries and Affiliates of the Party party being audited and to require the other Parties to request of any benefit providers and third parties with whom the Party party being audited has a relationship, or agents of such Partyparty, to agree to such an audit to the extent any such Persons persons are affected by or addressed in this Agreement (collectively, the “Non-parties”)Agreement. The Party party being audited shall, upon written request from the Auditing Partyauditing party, provide an individual (at the Auditing Party’s auditing party's expense) to supervise any audit of a Non-any such benefit provider or third party. The Auditing Party auditing party shall be responsible for supplying, at the Auditing Party’s its expense, additional personnel sufficient to complete the audit in a reasonably timely manner. The responsibility of the Party being audited shall be limited to providing, at the Auditing Party’s expense, a single individual at each audited site for purposes of facilitating the audit.

Audit Rights With Respect to Information Provided. (ai) Each PartySubject to Section 5.3(a)(ii), each of Radiant and Enterprise, and their duly authorized representatives, shall have the right to conduct audits at any time upon reasonable audits prior notice, at their own expense, with respect to all information required to be provided to it or to any Plan recordkeeper or third-party administrator by the other Parties under this Agreementparty. The Party Subject to Section 5.3(b)(ii), the party conducting the audit (shall have the “Auditing Party”) may adopt reasonable sole discretion to determine the procedures and guidelines for conducting audits and the selection of audit representatives under this Section 7.8representatives. The Auditing Party auditing party shall have the right to make copies of any records at its expense, subject to any restrictions imposed by applicable laws and to any the confidentiality provisions set forth in the Separation Agreement, which are incorporated by reference herein. The Party party being audited shall provide the Auditing Partyauditing party’s representatives with reasonable access during normal business hours to its operations, computer systems and paper and electronic files, and provide workspace to its representatives. After any audit is completed, the Party party being audited shall have the right to review a draft of the audit findings and to comment on those findings in writing within thirty five business days after receiving such draft. (bii) The Auditing Partyauditing party’s audit rights under this Section 7.8 5.3(a) shall include the right to audit, or participate in an audit facilitated by the Party party being audited, of any Subsidiaries and Affiliates affiliates of the Party party being audited and to require the other Parties to request of any benefit providers and third parties with whom the Party party being audited has a relationship, or agents of such Partyparty, to agree to such an audit to the extent any such Persons persons are affected by or addressed in this Agreement (collectively, the “Non-parties”). The Party party being audited shall, upon written request from the Auditing Partyauditing party, provide an individual (at the Auditing Partyauditing party’s expense) to supervise any audit of a any Non-party. The Auditing Party auditing party shall be responsible for supplying, at the Auditing Party’s its expense, additional personnel sufficient to complete the audit in a reasonably timely manner. The responsibility of the Party being audited shall be limited to providing, at the Auditing Party’s expense, a single individual at each audited site for purposes of facilitating the audit.

Audit Rights With Respect to Information Provided. (a) Each Partyof Altria and PMI, and their duly authorized representatives, shall have the right to conduct reasonable audits with respect to all information required to be provided to it by the other Parties under this Agreementparty. The Party party conducting the audit (the “Auditing Party”) may adopt reasonable shall have the sole discretion to determine the procedures and guidelines for conducting audits and the selection of audit representatives under this Section 7.88.3(a). The Auditing Party shall have the right to make copies of any records at its expense, subject to any restrictions imposed by applicable laws and to any the confidentiality provisions set forth in the Separation Distribution Agreement, which are incorporated by reference herein. The Party party being audited shall provide the Auditing Party’s representatives with reasonable access during normal business hours to its operations, computer systems and paper and electronic files, and provide workspace to its representatives. After any audit is completed, the Party party being audited shall have the right to review a draft of the audit findings and to comment on those findings in writing within thirty five business days after receiving such draft. (b) The Auditing Party’s audit rights under this Section 7.8 8.3(b) shall include the right to audit, or participate in an audit facilitated by the Party party being audited, of any Subsidiaries and Affiliates of the Party party being audited and to require the other Parties to request any benefit providers and third parties with whom the Party party being audited has a relationship, or agents of such Partyparty, to agree to such an audit to the extent any such Persons persons are affected by or addressed in this Agreement (collectively, the “Non-parties”). The Party party being audited shall, upon written request from the Auditing Party, provide an individual (at the Auditing Party’s expense) to supervise any audit of a Non-party. The Auditing Party shall be responsible for supplying, at the Auditing Party’s expense, additional personnel sufficient to complete the audit in a reasonably timely manner. The responsibility of the Party party being audited shall be limited to providing, at the Auditing Party’s expense, a single individual at each audited site for purposes of facilitating the audit.

Audit Rights With Respect to Information Provided. (ai) Each Partyof Lucent and Avaya, and their duly authorized representatives, shall have the right to conduct reasonable audits with respect to all information required to be provided to it by the other Parties under this Agreementparty. The Party party conducting the audit (the “"Auditing Party”") may adopt reasonable shall have the sole discretion to determine the procedures and guidelines for conducting audits and the selection of audit representatives under this Section 7.88.5(b); provided, that audits with respect to the allocation or transfer of Plan assets and liabilities shall be subject only to Section 8.5(a). The Auditing Party shall have the right to make copies of any records at its expense, subject to any restrictions imposed by applicable laws and to any the confidentiality provisions set forth in the Separation Contribution and Distribution Agreement, which are incorporated by reference herein. The Party party being audited shall provide the Auditing Party’s 's representatives with reasonable access during normal business hours to its operations, computer systems and paper and electronic files, and provide workspace to its representatives. After any audit is completed, the Party being audited shall have the right to review a draft of the audit findings and to comment on those findings in writing within thirty business days after receiving such draft.with (bii) The Auditing Party’s 's audit rights under this Section 7.8 8.5(b) shall include the right to audit, or participate in an audit facilitated by the Party party being audited, of any Subsidiaries and Affiliates of the Party party being audited and to require the other Parties to request of any benefit providers and third parties with whom the Party party being audited has a relationship, or agents of such Partyparty, to agree to such an audit to the extent any such Persons persons are affected by or addressed in this Agreement (collectively, the “"Non-parties”"). The Party party being audited shall, upon written request from the Auditing Party, provide an individual (at the Auditing Party’s 's expense) to supervise any audit of a Non-party. The Auditing Party shall be responsible for supplying, at the Auditing Party’s 's expense, additional personnel sufficient to complete the audit in a reasonably timely manner. The responsibility of the Party party being audited shall be limited to providing, at the Auditing Party’s 's expense, a single individual at each audited site for purposes of facilitating the audit.

Audit Rights With Respect to Information Provided. (ai) Each Partyof Lucent and Agere, and their respective duly authorized representatives, shall have the right to conduct reasonable audits with respect to all information required to be provided to it by the other Parties under this Agreementparty. The Party party conducting the audit (the “"Auditing Party”") may adopt reasonable shall have the sole discretion to determine the procedures and guidelines for conducting audits and the selection of audit representatives under this Section 7.88.5(b); provided, that audits with respect to the allocation or transfer of Plan assets and liabilities shall be subject only to Section 8.5(a). The Auditing Party shall have the right to make copies of any records at its expense, subject to any restrictions imposed by applicable laws and to any the confidentiality provisions set forth in the Separation and Distribution Agreement, which are incorporated by reference herein. The Party party being audited shall provide the Auditing Party’s 's representatives with reasonable access during normal business hours to its operations, computer systems and paper and electronic files, and provide workspace to its representatives. After any audit is completed, the Party party being audited shall have the right to review a draft of the audit findings and to comment on those findings in writing within thirty ten business days after receiving such draft. (bii) The Auditing Party’s 's audit rights under this Section 7.8 8.5(b) shall include the right to audit, or participate in an audit facilitated by the Party party being audited, of any Subsidiaries and Affiliates of the Party party being audited and to require the other Parties to request of any benefit providers and third parties with whom the Party party being audited has a relationship, or agents of such Partyparty, to agree to such an audit to the extent any such Persons persons are affected by or addressed in this Agreement (collectively, the “Non-"Non- parties”"). The Party party being audited shall, upon written request from the Auditing Party, provide an individual (at the Auditing Party’s 's expense) to supervise any audit of a Non-party. The Auditing Party shall be responsible for supplying, at the Auditing Party’s 's expense, additional personnel sufficient to complete the audit in a reasonably timely manner. The responsibility of the Party party being audited shall be limited to providing, at the Auditing Party’s 's expense, a single individual at each audited site for purposes of facilitating the audit.

Audit Rights With Respect to Information Provided. (a) Each Partyof IAC and SpinCo, and their duly authorized representatives, shall have the right to conduct reasonable audits (but not in excess of one audit per fiscal quarter) with respect to all information required to be provided to it by the other Parties Party under this Agreement. The Party conducting the audit (the “Auditing Party”) may adopt reasonable procedures and guidelines for conducting audits and the selection of audit representatives under this Section 7.87.4. The Auditing Party shall have the right to make copies of any records at its expense, subject to any restrictions imposed by applicable laws and to any confidentiality provisions set forth in the Separation Agreement, which are incorporated by reference herein. The Party being audited shall provide the Auditing Party’s representatives with reasonable access during normal business hours to its operations, computer systems and paper and electronic files, and provide workspace to its representatives. After any audit is completed, the Party being audited shall have the right to review a draft of the audit findings and to comment on those findings in writing within thirty business days Business Days after receiving such draft. (b) The Auditing Party’s audit rights under this Section 7.8 7.4 shall include the right to audit, or participate in an audit facilitated by the Party being audited, of any Subsidiaries and Affiliates of the Party being audited and to require the other Parties Party to request any benefit providers and third parties with whom the Party being audited has a relationship, or agents of such Party, to agree to such an audit to the extent any such Persons are affected by or addressed in this Agreement (collectively, the “Non-parties”). The Party being audited shall, upon written request from the Auditing Party, provide an individual (at the Auditing Party’s expense) to supervise any audit of a Non-party. The Auditing Party shall be responsible for supplying, at the Auditing Party’s expense, additional personnel sufficient to complete the audit in a reasonably timely manner. The responsibility of the Party being audited shall be limited to providing, at the Auditing Party’s expense, a single individual at each audited site for purposes of facilitating the audit.

Audit Rights With Respect to Information Provided. (ai) Each Partyof GCG and GenTek, and its their duly authorized representatives, shall have the right to conduct audits at any time upon reasonable audits prior notice, at its own expense, with respect to all information required to be provided to it or to any Plan record keeper or third-party administrator by the other Parties under this Agreementparty; provided, that audits with respect to the allocation or transfer of Plan assets and liabilities shall be subject only to Section 8.3(a). The Party conducting the audit (the “Auditing Party”) may adopt reasonable procedures and guidelines for conducting audits and the selection of audit representatives under this Section 7.8. The Auditing Party auditing party shall have the right to make copies of any records at its expense, subject to any restrictions imposed by applicable laws and to any the confidentiality provisions set forth in the Separation Agreement, which are incorporated by reference herein. The Party party being audited shall provide the Auditing Party’s auditing party's representatives with reasonable access during normal business hours to its operations, computer systems and paper and electronic files, and provide workspace work space to its representatives. After any audit is completed, the Party party being audited shall have the right to review a draft of the audit findings and to comment on those findings in writing within thirty five business days after receiving such draft. (bii) The Auditing Party’s auditing party's audit rights under this Section 7.8 8.3(b) shall include the right to audit, or participate in an audit facilitated by the Party party being audited, of any Subsidiaries subsidiaries and Affiliates affiliates of the Party party being audited and to require the other Parties to request of any benefit providers and third parties with whom the Party party being audited has a relationship, or agents of such Partyparty, to agree to such an audit to the extent any such Persons persons are affected by or addressed in this Agreement (collectively, the “"Non-parties”"). The Party party being audited shall, upon written request from the Auditing Partyauditing party, provide an individual (at the Auditing Party’s auditing party's expense) to supervise any audit of a Non-any such benefit provider or third party. The Auditing Party auditing party shall be responsible for supplying, at the Auditing Party’s its expense, additional personnel sufficient to complete the audit in a reasonably timely manner. The responsibility of the Party being audited shall be limited to providing, at the Auditing Party’s expense, a single individual at each audited site for purposes of facilitating the audit.

Audit Rights With Respect to Information Provided. (a) Each Partyof AT&T and AT&T Broadband, and their duly authorized representatives, shall have the right to conduct reasonable audits with respect to all information required to be provided to it by the other Parties under this Agreementparty. The Party party conducting the audit (the “"Auditing Party”") may adopt reasonable procedures and guidelines for conducting audits and the selection of audit representatives under this Section 7.80. The Auditing Party shall have the right to make copies of any records at its expense, subject to any restrictions imposed by applicable laws and to any the confidentiality provisions set forth in the Separation and Distribution Agreement, which are incorporated by reference herein. The Party party being audited shall provide the Auditing Party’s 's representatives with reasonable access during normal business hours to its operations, computer systems and paper and electronic files, and provide workspace to its representatives. After any audit is completed, the Party party being audited shall have the right to review a draft of the audit findings and to comment on those findings in writing within thirty ten business days after receiving such draft. (b) . The Auditing Party’s 's audit rights under this Section 7.8 0 shall include the right to audit, or participate in an audit facilitated by the Party party being audited, of any Subsidiaries and Affiliates of the Party party being audited and to require the other Parties party to request any benefit providers and third parties with whom the Party party being audited has a relationship, or agents of such Partyparty, to agree to such an audit to the extent any such Persons persons are affected by or addressed in this Agreement (collectively, the “"Non-parties”"). The Party party being audited shall, upon written request from the Auditing Party, provide an individual (at the Auditing Party’s 's expense) to supervise any audit of a Non-party. The Auditing Party shall be responsible for supplying, at the Auditing Party’s 's expense, additional personnel sufficient to complete the audit in a reasonably timely manner. The responsibility of the Party party being audited shall be limited to providing, at the Auditing Party’s 's expense, a single individual at each audited site for purposes of facilitating the audit. Fiduciary Matters. It is acknowledged that actions required to be taken pursuant to this Agreement may be subject to fiduciary duties or standards of conduct under ERISA or other applicable law, and no party shall be deemed to be in violation of this Agreement if it fails to comply with any provisions hereof based upon its good faith determination that to do so would violate such a fiduciary duty or standard. Each party shall be responsible for taking such actions as are deemed necessary and appropriate to comply with its own fiduciary responsibilities and shall fully release and indemnify the other party for any Liabilities caused by the failure to satisfy any such responsibility.

Audit Rights With Respect to Information Provided. (a1) Each Partyof Astronics and MOD-PAC, and their duly authorized representatives, shall have the right to conduct reasonable audits with respect to all information required to be provided to it by the other Parties under this Agreementparty. The Party party conducting the audit (the “"Auditing Party”") may adopt reasonable shall have the sole discretion to determine the procedures and guidelines for conducting audits and the selection of audit representatives under this Section 7.86.5(a). The Auditing Party shall have the right to make copies of any records at its expense, subject to any restrictions imposed by applicable laws and to any the confidentiality provisions set forth in the Separation and Distribution Agreement, which are incorporated by reference herein. The Party party being audited shall provide the Auditing Party’s 's representatives with reasonable access during normal business hours to its operations, computer systems and paper and electronic files, and provide workspace to its representatives. After any audit is completed, the Party party being audited shall have the right to review a draft of the audit findings and to comment on those findings in writing within thirty ten business days after receiving such draft. (b2) The Auditing Party’s 's audit rights under this Section 7.8 6.5(a) shall include the right to audit, or participate in an audit facilitated by the Party party being audited, of any Subsidiaries and Affiliates of the Party party being audited and to require the other Parties to request of any benefit providers and third parties with whom the Party party being audited has a relationship, or agents of such Partyparty, to agree to such an audit to the extent any such Persons persons are affected by or addressed in this Agreement (collectively, the “"Non-parties”"). The Party party being audited shall, upon written request from the Auditing Party, provide an individual (at the Auditing Party’s 's expense) to supervise any audit of a Non-party. The Auditing Party shall be responsible for supplying, at the Auditing Party’s 's expense, additional personnel sufficient to complete the audit in a reasonably timely manner. The responsibility of the Party party being audited shall be limited to providing, at the Auditing Party’s 's expense, a single individual at each audited site for purposes of facilitating the audit.

Audit Rights With Respect to Information Provided. (a) Each Party, and their its duly authorized representatives, shall have the right to conduct reasonable audits with respect to all information required to be provided to it by the any other Parties Party under this Agreement. . (b) The Party conducting the an audit pursuant to this Section 6.4 (the “Auditing Party”) may adopt reasonable procedures and guidelines for conducting audits and the selection of audit representatives under this Section 7.86.4. The Auditing Party shall have the right to make copies of any records at its expense, subject to any restrictions imposed by applicable laws and to any confidentiality provisions set forth in the Separation Agreement, which are incorporated by reference herein. The Party being audited shall provide the Auditing Party’s representatives with reasonable access during normal business hours to its operations, computer systems and paper and electronic files, and provide workspace to its representatives. After any audit is completed, the Party being audited shall have the right to review a draft of the audit findings and to comment on those findings in writing within thirty business days after receiving such draft. (bc) The Auditing Party’s audit rights under this Section 7.8 6.4 shall include the right to audit, or participate in an audit facilitated by the Party being audited, of any Subsidiaries and Affiliates of the Party being audited and to require the other Parties Party to request any benefit providers and third parties with whom the Party being audited has a relationship, or agents of such Party, to agree to such an audit to the extent any such Persons are affected by or addressed in this Agreement (collectively, the “Non-parties”). The Party being audited shall, upon written request from the Auditing Party, provide an individual (at the Auditing Party’s expense) to supervise any audit of a Non-party. The Auditing Party shall be responsible for supplying, at the Auditing Party’s expense, additional personnel sufficient to complete the audit in a reasonably timely manner. The responsibility of the Party being audited shall be limited to providing, at the Auditing Party’s expense, a single individual at each audited site for purposes of facilitating the audit.

Audit Rights With Respect to Information Provided. (a1) Each PartySubject to Section 7.5(a)(2), each of Acuity and SpinCo, and their duly authorized representatives, shall have the right to conduct audits at any time upon reasonable audits prior notice, at their own expense, with respect to all information required to be provided to it or to any Plan recordkeeper or third-party administrator by the other Parties under this Agreementparty. The Party Subject to Section 7.5(a)(2), the party conducting the audit (shall have the “Auditing Party”) may adopt reasonable sole discretion to determine the procedures and guidelines for conducting audits and the selection of audit representatives under this Section 7.8representatives. The Auditing Party auditing party shall have the right to make copies of any records at its expense, subject to any restrictions imposed by applicable laws and to any the confidentiality provisions set forth in the Separation Distribution Agreement, which are incorporated by reference herein. The Party party being audited shall provide the Auditing Partyauditing party’s representatives with reasonable access during normal business hours to its operations, computer systems and paper and electronic files, and provide workspace to its representatives. After any audit is completed, the Party party being audited shall have the right to review a draft of the audit findings and to comment on those findings in writing within thirty five business days after receiving such draft. (b2) The Auditing Partyauditing party’s audit rights under this Section 7.8 7.5(a) shall include the right to audit, or participate in an audit facilitated by the Party party being audited, of any Subsidiaries and Affiliates affiliates of the Party party being audited and to require the other Parties to request of any benefit providers and third parties with whom the Party party being audited has a relationship, or agents of such Partyparty, to agree to such an audit to the extent any such Persons persons are affected by or addressed in this Agreement (collectively, the “Non-parties”). The Party party being EMPLOYEE BENEFITS AGREEMENT audited shall, upon written request from the Auditing Partyauditing party, provide an individual (at the Auditing Partyauditing party’s expense) to supervise any audit of a any Non-party. The Auditing Party auditing party shall be responsible for supplying, at the Auditing Party’s its expense, additional personnel sufficient to complete the audit in a reasonably timely manner. The responsibility of the Party being audited shall be limited to providing, at the Auditing Party’s expense, a single individual at each audited site for purposes of facilitating the audit.

Audit Rights With Respect to Information Provided. (a) Each Partyof Parent and Xxxxx Xxxxxxx, and their duly authorized representatives, shall have the right to conduct reasonable audits with respect to all information required to be provided to it by the other Parties party under this Agreement. The Party party conducting the audit (the “Auditing Party”"AUDITING PARTY") may adopt reasonable procedures and guidelines for conducting audits and the selection of audit representatives under this Section 7.86.4. The Auditing Party shall have the right to make copies of any records at its expense, subject to any restrictions imposed by applicable laws and to any confidentiality provisions set forth in the Separation and Distribution Agreement, which are incorporated by reference herein. The Party party being audited shall provide the Auditing Party’s 's representatives with reasonable access during normal business hours to its operations, computer systems and paper and electronic files, and provide workspace to its representatives. After any audit is completed, the Party party being audited shall have the right to review a draft of the audit findings and to comment on those findings in writing within thirty ten business days after receiving such draft. (b) The Auditing Party’s 's audit rights under this Section 7.8 6.4 shall include the right to audit, or participate in an audit facilitated by the Party party being audited, of any Subsidiaries and Affiliates of the Party party being audited and to require the other Parties party to request any benefit providers and third parties with whom the Party party being audited has a relationship, or agents of such Partyparty, to agree to such an audit to the extent any such Persons persons are affected by or addressed in this Agreement (collectively, the “Non"NON-parties”PARTIES"). The Party party being audited shall, upon written request from the Auditing Party, provide an individual (at the Auditing Party’s 's expense) to supervise any audit of a Non-party. The Auditing Party shall be responsible for supplying, at the Auditing Party’s 's expense, additional personnel sufficient to complete the audit in a reasonably timely manner. The responsibility of the Party party being audited shall be limited to providing, at the Auditing Party’s 's expense, a single individual at each audited site for purposes of facilitating the audit.

Audit Rights With Respect to Information Provided. (a1) Each PartySubject to Section 7.06(b)(2), each of Equifax and PSI, and their duly authorized representatives, shall have the right to conduct audits at any time upon reasonable audits prior notice, at their own expense, with respect to all information required to be provided to it or to any Plan recordkeeper or third-party administrator by the other Parties under this Agreementparty. The Party Subject to Sections 7.06(a) and 7.06(b)(2), the party conducting the audit (shall have the “Auditing Party”) may adopt reasonable sole discretion to determine the procedures and guidelines for conducting audits and the selection of audit representatives under this Section 7.8representatives. The Auditing Party auditing party shall have the right to make copies of any records at its expense, subject to any restrictions imposed by applicable laws and to any the confidentiality provisions set forth in the Separation Distribution Agreement, which are incorporated by reference herein. The Party party being audited shall provide the Auditing Party’s auditing party's representatives with reasonable access during normal business hours to its operations, computer systems and paper and electronic files, and provide workspace to its representatives. After any audit is completed, the Party party being audited shall have the right to review a draft of the audit findings and to comment on those findings in writing within thirty five business days after receiving such draft. (b2) The Auditing Party’s auditing party's audit rights under this Section 7.8 7.06(b) shall include the right to audit, or participate in an audit facilitated by the Party party being audited, of any Subsidiaries and Affiliates affiliates of the Party party being audited and to require the other Parties to request of any benefit providers and third parties with whom the Party party being audited has a relationship, or agents of such Partyparty, to agree to such an audit to the extent any such Persons persons are affected by or addressed in this Agreement (collectively, the “"Non-parties”"). The Party party being audited shall, upon written request from the Auditing Partyauditing party, provide an individual (at the Auditing Party’s auditing party's expense) to supervise any audit of a Non-any such benefit provider or third party. The Auditing Party auditing party shall be responsible for supplying, at the Auditing Party’s its expense, additional personnel sufficient to complete the audit in a reasonably timely manner. The responsibility of the Party being audited shall be limited to providing, at the Auditing Party’s expense, a single individual at each audited site for purposes of facilitating the audit.

Audit Rights With Respect to Information Provided. (a1) Each PartySubject to Section 7.5(b)(2), each of NSI and Spinco, and their duly authorized representatives, shall have the right to conduct audits at any time upon reasonable audits prior notice, at their own expense, with respect to all information required to be provided to it or to any Plan recordkeeper or third-party administrator by the other Parties under this Agreementparty. The Party Subject to Sections 7.5(a) and 7.5(b)(2), the party conducting the audit (shall have the “Auditing Party”) may adopt reasonable sole discretion to determine the procedures and guidelines for conducting audits and the selection of audit representatives under this Section 7.8representatives. The Auditing Party auditing party shall have the right to make copies of any records at its expense, subject to any restrictions imposed by applicable laws and to any the confidentiality provisions set forth in the Separation Distribution Agreement, which are incorporated by reference herein. The Party party being audited shall provide the Auditing Party’s auditing party's representatives with reasonable access during normal business hours to its operations, computer systems and paper and electronic files, and provide workspace to its representatives. After any audit is completed, the Party party being audited shall have the right to review a draft of the audit findings and to comment on those findings in writing within thirty five business days after receiving such draft. (b2) The Auditing Party’s auditing party's audit rights under this Section 7.8 7.5(b) shall include the right to audit, or participate in an audit facilitated by the Party party being audited, of any Subsidiaries and Affiliates affiliates of the Party party being audited and to require the other Parties to request of any benefit providers and third parties with whom the Party party being audited has a relationship, or agents of such Partyparty, to agree to such an audit to the extent any such Persons persons are affected by or addressed in this Agreement (collectively, the “"Non-parties”"). The Party party being audited shall, upon written request from the Auditing Partyauditing party, provide an individual (at the Auditing Party’s auditing party's expense) to supervise any audit of a any Non-party. The Auditing Party auditing party shall be responsible for supplying, at the Auditing Party’s its expense, additional personnel sufficient to complete the audit in a reasonably timely manner. The responsibility of the Party being audited shall be limited to providing, at the Auditing Party’s expense, a single individual at each audited site for purposes of facilitating the audit.

Audit Rights With Respect to Information Provided. (a1) Each Partyof Xxxx-XxXxx and Tronox, and their respective duly authorized representatives, shall have the right to conduct reasonable audits with respect to all information required to be provided to it by the other Parties under this Agreementparty. The Party party conducting the audit (the “"Auditing Party”") may adopt reasonable shall have the sole discretion to determine the procedures and guidelines for conducting audits and the selection of audit representatives under this Section 7.811.05(b); provided, that audits with respect to the allocation or transfer of plan assets and liabilities shall be subject only to Section 11.05(a). The Auditing Party shall have the right to make copies of any records at its expense, subject to any restrictions imposed by applicable laws and to any the confidentiality provisions set forth in the Separation Principal Agreement, which are incorporated by reference herein. The Party party being audited shall provide the Auditing Party’s 's representatives with reasonable access during normal business hours to its operations, computer systems systems, and paper and electronic files, and provide workspace to its representatives. After any audit is completed, the Party party being audited shall have the right to review a draft of the audit findings and to comment on those findings in writing within thirty ten business days after receiving such draft. (b2) The Auditing Party’s 's audit rights under this Section 7.8 11.05(b) shall include the right to audit, or participate in an audit facilitated by the Party party being audited, of any Subsidiaries subsidiaries and Affiliates affiliates of the Party party being audited and to require the other Parties to request of any benefit providers and third parties with whom the Party party being audited has a relationship, or agents of such Partyparty, to agree to such an audit to the extent any such Persons persons are affected by or addressed in this Agreement (collectively, the “"Non-parties”"). The Party party being audited shall, upon written request from the Auditing Party, provide an individual (at the Auditing Party’s 's expense) to supervise any audit of a Non-party. The Auditing Party shall be responsible for supplying, at the Auditing Party’s 's expense, additional personnel sufficient to complete the audit in a reasonably timely manner. The responsibility of the Party party being audited shall be limited to providing, at the Auditing Party’s 's expense, a single individual at each audited site for purposes of facilitating the audit.

Audit Rights With Respect to Information Provided. (ai) Each Partyof Lucent and Agere, and their respective duly authorized representatives, shall have the right to conduct reasonable audits with respect to all information required to be provided to it by the other Parties under this Agreementparty. The Party party conducting the audit (the “"Auditing Party”") may adopt reasonable shall have the sole discretion to determine the procedures and guidelines for conducting audits and the selection of audit representatives under this Section 7.88.5(b); provided, that audits with respect to the allocation or transfer of Plan assets and liabilities shall be subject only to Section 8.5(a). The Auditing Party shall have the right to make copies of any records at its expense, subject to any restrictions imposed by applicable laws and to any the confidentiality provisions set forth in the Separation and Distribution Agreement, which are incorporated by reference herein. The Party party being audited shall provide the Auditing Party’s 's representatives with reasonable access during normal business hours to its operations, computer systems and paper and electronic files, and provide workspace to its representatives. After any audit is completed, the Party party being audited shall have the right to review a draft of the audit findings and to comment on those findings in writing within thirty ten business days after receiving such draft. (bii) The Auditing Party’s 's audit rights under this Section 7.8 8.5(b) shall include the right to audit, or participate in an audit facilitated by the Party party being audited, of any Subsidiaries and Affiliates of the Party party being audited and to require the other Parties to request of any benefit providers and third parties with whom the Party party being audited has a relationship, or agents of such Partyparty, to agree to such an audit to the extent any such Persons persons are affected by or addressed in this Agreement (collectively, the “"Non-parties”"). The Party party being audited shall, upon written request from the Auditing Party, provide an individual (at the Auditing Party’s 's expense) to supervise any audit of a Non-party. The Auditing Party shall be responsible for supplying, at the Auditing Party’s 's expense, additional personnel sufficient to complete the audit in a reasonably timely manner. The responsibility of the Party party being audited shall be limited to providing, at the Auditing Party’s 's expense, a single individual at each audited site for purposes of facilitating the audit.

Audit Rights With Respect to Information Provided. (a) Each Party, and their its duly authorized representatives, shall have the right right, subject to applicable Laws, to conduct reasonable audits with respect to all information required to be provided to it by the other Parties another Party under this Agreement. The Party conducting the audit (the “Auditing Party”) may adopt reasonable procedures and guidelines for conducting audits and the selection of audit representatives under this Section 7.86.4. The Auditing Party shall have the right to make copies of any records at its expense, subject to any restrictions imposed by applicable laws and to any confidentiality provisions set forth in the Separation Agreement, which are incorporated by reference herein. The Party being audited shall provide the Auditing Party’s representatives with reasonable access during normal business hours to its operations, computer systems and paper and electronic files, and provide workspace to its representatives. After any audit is completed, the Party being audited shall have the right to review a draft of the audit findings and to comment on those findings in writing within thirty business days after receiving such draft. (b) The Auditing Party’s audit rights under this Section 7.8 6.4 shall include the right to audit, or participate in an audit facilitated by the Party being audited, of any Subsidiaries and Affiliates of the Party being audited and to require the other Parties Party to request any benefit providers and third parties with whom the Party being audited has a relationship, or agents of such Party, to agree to such an audit to the extent any such Persons are affected by or addressed in this Agreement (collectively, the “Non-parties”). The Party being audited shall, upon written request from the Auditing Party, provide an individual (at the Auditing Party’s expense) to supervise any audit of a Non-party. The Auditing Party shall be responsible for supplying, at the Auditing Party’s expense, additional personnel sufficient to complete the audit in a reasonably timely manner. The responsibility of the Party being audited shall be limited to providing, at the Auditing Party’s expense, a single individual at each audited site for purposes of facilitating the audit.

Audit Rights With Respect to Information Provided. (ai) Each Partyof Pennzoil and Downstream, and their duly authorized representatives, shall have the right to conduct audits at any time upon reasonable audits prior notice, at their own expense, with respect to all information required to be provided to it or to any Plan record keeper or third party administrator by the other Parties under this Agreementparty, provided, that audits with respect to the allocation or transfer of Plan assets and liabilities shall be subject only to Section 9.4(a). The Party conducting the audit (the “Auditing Party”) may adopt reasonable procedures and guidelines for conducting audits and the selection of audit representatives under this Section 7.8. The Auditing Party auditing party shall have the right to make copies of any records at its expense, subject to any restrictions imposed by applicable laws and to any the confidentiality provisions set forth in the Separation Distribution Agreement, which are incorporated by reference herein. The Party party being audited shall provide the Auditing Party’s auditing party's representatives with reasonable access during normal business hours to its operations, computer systems and paper and electronic files, and provide workspace work space to its representatives. After any audit is completed, the Party party being audited shall have the right to review a draft of the audit findings and to comment on those findings in writing within thirty five business days after receiving such draft. (bii) The Auditing Party’s auditing party's audit rights under this Section 7.8 9.4(b) shall include the right to audit, or participate in an audit facilitated by the Party party being audited, of any Subsidiaries subsidiaries and Affiliates affiliates of the Party party being audited and to require the other Parties to request of any benefit providers and third parties with whom the Party party being audited has a relationship, or agents of such Partyparty, to agree to such an audit to the extent any such Persons persons are affected by or addressed in this Agreement (collectively, the “"Non-parties”"). The Party party being audited shall, upon written request from the Auditing Partyauditing party, provide an individual (at the Auditing Party’s auditing party's expense) to supervise any audit of a Non-any such benefit provider or third party. The Auditing Party auditing party shall be responsible for supplying, at the Auditing Party’s its expense, additional personnel sufficient to complete the audit in a reasonably timely manner. The responsibility of the Party being audited shall be limited to providing, at the Auditing Party’s expense, a single individual at each audited site for purposes of facilitating the audit.

Audit Rights With Respect to Information Provided. (ai) Each Partyof AT&T and Lucent, and their duly authorized representatives, shall have the right to conduct reasonable audits with respect to all information required to be provided to it by the other Parties under this Agreementparty. The Party party conducting the audit (the “"Auditing Party”") may adopt reasonable shall have the sole discretion to determine the procedures and guidelines for conducting audits and the selection of audit representatives under this Section 7.88.7(b); provided, that audits with respect to the allocation or transfer of Plan assets and liabilities shall be subject only to Section 8.7(a). The Auditing Party shall have the right to make copies of any records at its expense, subject to any restrictions imposed by applicable laws and to any the confidentiality provisions set forth in the Separation and Distribution Agreement, which are incorporated by reference herein. The Party party being audited shall provide the Auditing Party’s 's representatives with reasonable access during normal business hours to its operations, computer systems and paper and electronic files, and provide workspace to its representatives. After any audit is completed, the Party party being audited shall have the right to review a draft of the audit findings and to comment on those findings in writing within thirty five business days after receiving such draft. (bii) The Auditing Party’s 's audit rights under this Section 7.8 8.7(b) shall include the right to audit, or participate in an audit facilitated by the Party party being audited, of any Subsidiaries and Affiliates of the Party party being audited and to require the other Parties to request of any benefit providers and third parties with whom the Party party being audited has a relationship, or agents of such Partyparty, to agree to such an audit to the extent any such Persons persons are affected by or addressed in this Agreement (collectively, the “"Non-parties”"). The Party party being audited shall, upon written request from the Auditing Party, provide an individual (at the Auditing Party’s 's expense) to supervise any audit of a Non-party. The Auditing Party shall be responsible for supplying, at the Auditing Party’s 's expense, additional personnel sufficient to complete the audit in a reasonably timely manner. The responsibility of the Party party being audited shall be limited to providing, at the Auditing Party’s 's expense, a single individual at each audited site for purposes of facilitating the audit.

Audit Rights With Respect to Information Provided. (a1) Each PartySubject to Section 7.06(b)(2), each of Equifax and Certegy, and their duly authorized representatives, shall have the right to conduct audits at any time upon reasonable audits prior notice, at their own expense, with respect to all information required to be provided to it or to any Plan recordkeeper or third-party administrator by the other Parties under this Agreementparty. The Party Subject to Sections 7.06(a) and 7.06(b)(2), the party conducting the audit (shall have the “Auditing Party”) may adopt reasonable sole discretion to determine the procedures and guidelines for conducting audits and the selection of audit representatives under this Section 7.8representatives. The Auditing Party auditing party shall have the right to make copies of any records at its expense, subject to any restrictions imposed by applicable laws and to any the confidentiality provisions set forth in the Separation Distribution Agreement, which are incorporated by reference herein. The Party party being audited shall provide the Auditing Party’s auditing party's representatives with reasonable access during normal business hours to its operations, computer systems and paper and electronic files, and provide workspace to its representatives. After any audit is completed, the Party party being audited shall have the right to review a draft of the audit findings and to comment on those findings in writing within thirty five business days after receiving such draft. (b2) The Auditing Party’s auditing party's audit rights under this Section 7.8 7.06(b) shall include the right to audit, or participate in an audit facilitated by the Party party being audited, of any Subsidiaries and Affiliates affiliates of the Party party being audited and to require the other Parties to request of any benefit providers and third parties with whom the Party party being audited has a relationship, or agents of such Partyparty, to agree to such an audit to the extent any such Persons persons are affected by or addressed in this Agreement (collectively, the “Non-"Non- parties”"). The Party party being audited shall, upon written request from the Auditing Partyauditing party, provide an individual (at the Auditing Party’s auditing party's expense) to supervise any audit of a any Non-party. The Auditing Party auditing party shall be responsible for supplying, at the Auditing Party’s its expense, additional personnel sufficient to complete the audit in a reasonably timely manner. The responsibility of the Party being audited shall be limited to providing, at the Auditing Party’s expense, a single individual at each audited site for purposes of facilitating the audit.

Audit Rights With Respect to Information Provided. (a1) Each PartySubject to Section 7.06(b)(2), each of Equifax and Certegy, and their duly authorized representatives, shall have the right to conduct audits at any time upon reasonable audits prior notice, at their own expense, with respect to all information required to be provided to it or to any Plan recordkeeper or third-party administrator by the other Parties under this Agreementparty. The Party Subject to Sections 7.06(a) and 7.06(b)(2), the party conducting the audit (shall have the “Auditing Party”) may adopt reasonable sole discretion to determine the procedures and guidelines for conducting audits and the selection of audit representatives under this Section 7.8representatives. The Auditing Party auditing party shall have the right to make copies of any records at its expense, subject to any restrictions imposed by applicable laws and to any the confidentiality provisions set forth in the Separation Distribution Agreement, which are incorporated by reference herein. The Party party being audited shall provide the Auditing Party’s auditing party's representatives with reasonable access during normal business hours to its operations, computer systems and paper and electronic files, and provide workspace to its representatives. After any audit is completed, the Party party being audited shall have the right to review a draft of the audit findings and to comment on those findings in writing within thirty five business days after receiving such draft. (b2) The Auditing Party’s auditing party's audit rights under this Section 7.8 7.06(b) shall include the right to audit, or participate in an audit facilitated by the Party party being audited, of any Subsidiaries and Affiliates affiliates of the Party party being audited and to require the other Parties to request of any benefit providers and third parties with whom the Party party being audited has a relationship, or agents of such Partyparty, to agree to such an audit to the extent any such Persons persons are affected by or addressed in this Agreement (collectively, the “"Non-parties”"). The Party party being audited shall, upon written request from the Auditing Partyauditing party, provide an individual (at the Auditing Party’s auditing party's expense) to supervise any audit of a any Non-party. The Auditing Party auditing party shall be responsible for supplying, at the Auditing Party’s its expense, additional personnel sufficient to complete the audit in a reasonably timely manner. The responsibility of the Party being audited shall be limited to providing, at the Auditing Party’s expense, a single individual at each audited site for purposes of facilitating the audit.

Audit Rights With Respect to Information Provided. (ai) Each Partyof CSC and Vlasic, and their duly authorized representatives, shall have the right to conduct audits at any time upon reasonable audits prior notice, at their own expense, with respect to all information required to be provided to it or to any Plan trustee, recordkeeper or third-party administrator by the other Parties under this AgreementParty. The Party conducting the audit (shall have the “Auditing Party”) may adopt reasonable sole discretion to determine the procedures and guidelines for conducting audits and the selection of audit representatives under this Section 7.8Section. The Auditing auditing Party shall have the right to make copies of any records at its expense, subject to any restrictions imposed by applicable laws and to any the confidentiality provisions set forth in the Separation Distribution Agreement, which are incorporated by reference hereinin this Agreement. The Party being audited shall provide the Auditing auditing Party’s 's representatives with reasonable access during normal business hours to its operations, computer systems and paper and electronic files, and provide workspace to its representatives. After any audit is completed, the Party being audited shall have the right to review a draft of the audit findings and to comment on those findings in writing within thirty five business days after receiving such draft. (bii) The Auditing auditing Party’s 's audit rights under this Section 7.8 shall include the right to audit, or participate in an audit facilitated by the Party being audited, of any Subsidiaries and Affiliates affiliates of the Party being audited and to require the other Parties to request of any benefit providers and third parties Parties with whom the Party being audited has a relationship, or agents of such Party, to agree to such an audit to the extent any such Persons persons are affected by or addressed in this Agreement (collectively, the “NonNON-parties”PARTIES). The Party being audited shall, upon written request from the Auditing auditing Party, provide an individual (at the Auditing auditing Party’s 's expense) to supervise any audit of a Nonany such benefit provider or third-partyParty. The Auditing auditing Party shall be responsible for supplying, at the Auditing Party’s its expense, additional personnel sufficient to complete the audit in a reasonably timely manner. The responsibility of the Party being audited shall be limited to providing, at the Auditing Party’s expense, a single individual at each audited site for purposes of facilitating the audit.

Audit Rights With Respect to Information Provided. (a1) Each Partyof PepsiCo and TRICON, and their duly authorized representatives, shall have the right to conduct audits at any time upon reasonable audits prior notice, at their own expense, with respect to all information required to be provided to it or to any Plan recordkeeper or third party administrator by the other Parties under this Agreementparty; provided, however, that PepsiCo or its authorized representatives may, at TRICON's expense, conduct audits at any time with respect to any information related to PepsiCo options granted to Transferred Individuals or Transition Individuals. The Party party conducting the audit (shall have the “Auditing Party”) may adopt reasonable sole discretion to determine the procedures and guidelines for conducting audits and the selection of audit representatives under this Section 7.89.6(b); provided, that audits with respect to the allocation or transfer of Plan assets and liabilities shall be subject only to Section 9.6(a). The Auditing Party auditing party shall have the right to make copies of any records at its expense, subject to any restrictions imposed by applicable laws and to any the confidentiality provisions set forth in the Separation Agreement, which are incorporated by reference herein. The Party party being audited shall provide the Auditing Party’s auditing party's representatives with reasonable access during normal business hours to its operations, computer systems and paper and electronic files, and provide workspace to its representatives. After any audit is completed, the Party party being audited shall have the right to review a draft of the audit findings and to comment on those findings in writing within thirty five business days after receiving such draft. (b2) The Auditing Party’s auditing party's audit rights under this Section 7.8 9.6(b) shall include the right to audit, or participate in an audit facilitated by the Party party being audited, of any Subsidiaries and Affiliates affiliates of the Party party being audited and to require the other Parties to request of any benefit providers and third parties with whom the Party party being audited has a relationship, or agents of such Partyparty, to agree to such an audit to the extent any such Persons persons are affected by or addressed in this Agreement (collectively, the “"Non-parties”"). The Party party being audited shall, upon written request from the Auditing Partyauditing party, provide an individual (at the Auditing Party’s auditing party's expense) to supervise any audit of a Non-any such benefit provider or third party. The Auditing Party auditing party shall be responsible for supplying, at the Auditing Party’s its expense, additional personnel sufficient to complete the audit in a reasonably timely manner. The responsibility of the Party being audited shall be limited to providing, at the Auditing Party’s expense, a single individual at each audited site for purposes of facilitating the audit.