Plan Audits. 40 (a) Audit Rights with Respect to the Allocation or Transfer of Plan Assets..........40 (b) Audit Rights With Respect to Information Provided...............................41 (c) Audits Regarding Vendor Contracts...............................................41 9.7
Plan Audits. (a) AUDIT RIGHTS WITH RESPECT TO THE ALLOCATION OR TRANSFER OF PLAN ASSETS. The determination of the Pension Transfer Amount and the allocation of Pension Plan assets and liabilities pursuant to Section 3.2, the determination and transfer of assets from Lucent VEBAs pursuant to Sections 5.3 and 5.4, the transfer of RFA assets pursuant to Section 5.4 and the determination and transfer of assets from the Lucent Rabbi Trust pursuant to Section 6.6, shall be audited on behalf of both Lucent and Agere by the consulting firm of The Segax Xxxpany. The scope of such audit shall be limited to the accuracy of the final data relied upon and the accuracy of the computation and adherence to the methodology specified in this Agreement and, except as set forth in the last sentence of this Section 8.5(a), such audit shall not be binding on the parties. The auditing firm shall provide its report to both Lucent and Agere. No other audit shall be conducted with respect to the transfer or allocation of Plan assets. The costs of such audit shall be shared proportionately to the asset split between Lucent and Agere, or, at each company's discretion and to the extent allocable thereto, by their respective Pension Plans. To the extent such audit recommends a change to the value of assets allocated to any Agere Plan of less than 0.25 % of the amount originally determined by Lucent's actuaries under each of Sections 3.2, 5.3, 5.4, and 6.6, as applicable to each transfer, the original determination shall be binding on the parties and shall not be subject to the dispute resolution process provided under the Separation and Distribution Agreement. To the extent such audit recommends such a change of 0.25% or more, any unresolved dispute between the parties as to whether and how to make any change in response to such recommendation shall be subject to the dispute resolution process provided under the Separation and Distribution Agreement.
Plan Audits. 17 (a) Audit Rights With Respect to Information Provided..............................................17 (b) Audits Regarding Vendor Contracts..............................................................18 7.7
Plan Audits. Audit Rights with Respect to the Allocation or Transfer of Plan Assets................................................... 34 (b) Audit Rights With Respect to Information Provided............. 35 (c) Audits Regarding Vendor Contracts............................. 35 (d)
Plan Audits. Agent will maintain and require its subcontractors to maintain their books and records in a manner that permits audits or inspections as required by this Agreement. Plan may inspect and audit any and all information and records related to the services Agent performs under this Agreement.
Plan Audits. (a) Audit Rights with Respect to Information Provided.
(i) Subject to Section 7.4(a)(ii), each of Parent and SpinCo, and their duly authorized representatives, shall have the right to conduct audits at any time upon reasonable prior notice, at their own expense, with respect to all information provided to it or to any Plan recordkeeper or third-party administrator by the other party with respect to all periods ending on or before the Distribution Date. Subject to Section 7.4(a)(ii), the party conducting the audit shall have the sole discretion to determine the procedures and guidelines for conducting audits and the selection of audit representatives. The auditing party shall have the right to make copies of any records at its expense, subject to the confidentiality provisions set forth in the Distribution 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 five business days after receiving such draft.
(ii) The auditing party's audit rights under this Section 7.4(a) 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 of any benefit providers and third parties with whom the party being audited has a relationship, or agents of such party, 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 any Non-party. The auditing party shall be responsible for supplying, at its expense, additional personnel sufficient to complete the audit in a reasonably timely manner.
Plan Audits. (a) Audit Rights with Respect to the Allocation or Transfer of Heinz Pension Plan Assets. The final allocation of Heinz Pension Plan assets and liabilities pursuant to this Agreement shall be determined by the Heinz Actuary, subject to review by Del Monte's independent, government-enrolled actuary ("Del Monte Actuary"), with any differences submitted to an Independent Actuary (as hereinafter defined) for final determination. In accordance with the foregoing, the Heinz Actuary shall provide its calculation and certification of the True-Up Amount (or the Reimbursement Amount, as applicable), in a written report and such other information as may be reasonably requested to Heinz, Spinco and the Del Monte Actuary within forty-five (45) business days after the Initial Asset Transfer Date. If, within thirty (30) business days following receipt of such certification and information, the Del Monte Actuary delivers a notice in writing to the Heinz Actuary that it disagrees with the amount of the True-Up Amount (or Reimbursement Amount, as applicable) as calculated by the Heinz Actuary, Heinz and Spinco shall cause each of the Heinz Actuary and Del Monte Actuary to use their reasonable best efforts to come to an agreement upon the correct amount of the True-Up Amount (or Reimbursement Amount, as applicable) within thirty (30) days after the date of delivery by the Del Monte Actuary of such notice. If in good faith the Heinz Actuary and the Del Monte Actuary are unable to come to such an agreement, then a third actuary chosen by the Heinz Actuary and the Del Monte Actuary shall be retained and its determination of the amount of the True-Up Amount (or Reimbursement Amount, as applicable), shall be binding upon the Parties (the "Independent Actuary"). Spinco and Heinz shall each pay, or shall be responsible for the payment of the costs of, their own actuary, and Spinco and Heinz shall each equally pay, or shall be responsible for the payment of the costs of, the Independent Actuary in connection with its audit of the determination. In the event that the Del Monte Actuary does not deliver any such notice to the Heinz Actuary within forty-five (45) business days after receipt of the aforementioned written report and other information from the Heinz Actuary, then the Heinz Actuary's determinations shall be final and binding on the Parties and shall not be subject to appeal by Spinco or the Del Monte Actuary.
Plan Audits. If any audit, examination or similar ----------- proceeding with respect to any Premark Qualified Plan or Premark Welfare Plan or the Unified Plan by the Internal Revenue Service, the U.S. Department of Labor, any government pension supervisory authority of Canada or Ontario, or any other governmental authority, or any litigation arising out of such an audit, examination or similar proceeding, that pertains (in whole or in part) to a period before the Cut-off Date results in the imposition of any Liability, then the portion of such Liability that pertains to a period before the Cut-off Date (an "Audit Liability") shall be allocated between Tupperware and Premark as set forth in this Section 2.12; provided, that the term "Audit -------- Liability" shall not include any portion of such a Liability that results from the loss of any compensation deduction or any related interest or penalties (which shall be governed by the Tax Sharing Agreement).
Plan Audits. There is no pending or, to the Company’s Knowledge, threatened Legal Action relating to a Company Employee Plan, and no Company Employee Plan has within the three years prior to the date hereof, been the subject of an examination or audit by a Governmental Entity or is the subject of an application or filing under, or is a participant in, an amnesty, voluntary compliance, self-correction or similar program sponsored by any Governmental Entity.
Plan Audits. (a) Audit Rights with Respect to the Allocation or Transfer of Plan Assets The allocation of Pension Plan assets and liabilities pursuant to Section 3.02 and the transfer of assets from Equifax's VEBA pursuant to Section 5.02, shall, at the election of PSI, be audited on behalf of both Equifax and PSI by an actuarial and benefit consulting firm mutually selected by the parties; provided, however, that no audit shall be permitted after the date of the Bulk -------- ------- Asset Transfer, in the case of the Pension Plans, or the actual transfer of assets, in the case of the Equifax VEBA. The scope of such audit shall be limited to the accuracy of the data and the accuracy of the computation and adherence to the methodology specified in this Agreement and, except as set forth in the penultimate sentence of this Section 7.06(a), such audit shall not be binding on the parties. The actuarial and benefit consulting firm shall provide its report to both Equifax and PSI. No other audit shall be conducted with respect to the allocation of Plan assets and no issue of any nature whatsoever may be raised by PSI once the transfer of assets has been completed. Subject to the following two sentences, no transfer of assets shall occur unless and until PSI agrees to the allocation of assets. To the extent such audit recommends a change to the value of assets allocated to a PSI Plan of less than 5%, the original determination shall be binding on the parties and shall not be subject to the dispute resolution process provided in Section 7.17. To the extent such audit recommends such a change of 5% or more (a "Significant Allocation Change"), any unresolved dispute between the parties as to whether and how to make any change in response to such recommendation shall be subject to the dispute resolution process provided in Section 7.17. PSI shall pay or shall be responsible for the payment of the full costs of such audit; provided, however, -------- ------- that in the event such audit recommends a Significant Allocation Change and such recommendation is attributable to variances in actuarial assumptions or simplification or modification of the allocation calculated by Equifax, Equifax shall be responsible for the full costs of such audit.
