Common use of Plan Audits Clause in Contracts

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 Segal Company. The scope of xxxx 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. (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 AT&T VEBAs pursuant to Sections 5.3 and 5.45.5, the transfer of RFA assets pursuant to Section 5.4 and the determination and transfer of assets from the Lucent AT&T Rabbi Trust pursuant to Section 6.6, 6.8 shall be audited on behalf of both AT&T and Lucent and Agere by the consulting firm of The Segal CompanyMillxxxx & Xobexxxxx. The Xxe scope of xxxx 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, and except as set forth in the last sentence of this Section 8.5(a8.7(a), such audit shall not be binding on the parties. The auditing firm shall Millxxxx & Xobexxxxx xxxll provide its report to both Lucent AT&T and AgereLucent. 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 equally by AT&T and AgereLucent, 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 a Lucent 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 transfer0.25%, 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. (a) AUDIT RIGHTS WITH RESPECT TO THE ALLOCATION OR TRANSFER OF PLAN ASSETSAudit 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 4.02 and the determination and transfer of assets from the Lucent Rabbi Trust Xxxx-XxXxx pursuant to Section 6.68.03, shall may be audited on behalf of both Lucent Xxxx-XxXxx and Agere Tronox by the a consulting firm of The Segal Companyto be determined jointly by Xxxx-XxXxx and Tronox. The scope of xxxx 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(a11.05(a), such audit shall not be binding on the parties. The auditing firm shall provide its report to both Lucent Xxxx-XxXxx and AgereTronox. No other audit shall be conducted with respect to the transfer or allocation of Plan plan assets. The costs of such audit shall be shared proportionately to the asset split between Lucent Xxxx-XxXxx and AgereTronox, or, at each company's ’s discretion and to the extent allocable thereto, by their respective Pension Retirement Plans. To the extent such audit recommends a change to the value of assets allocated to any Agere Tronox Plan of less than 0.25 0.25% of the amount originally determined by Lucent's Xxxx-XxXxx’x actuaries under each of Sections 3.2, 5.3, 5.4, 4.02 and 6.68.03, 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 Principal 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 Principal Agreement.

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 Segal CompanySegax Xxxpany. The scope of xxxx 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. (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 AT&T VEBAs pursuant to Sections 5.3 and 5.45.5, the transfer of RFA assets pursuant to Section 5.4 and the determination and transfer of assets from the Lucent AT&T Rabbi Trust pursuant to Section 6.6, 6.8 shall be audited on behalf of both AT&T and Lucent and Agere by the consulting firm of The Segal CompanyXxxxxxxx & Xxxxxxxxx. The scope of xxxx 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, and except as set forth in the last sentence of this Section 8.5(a8.7(a), such audit shall not be binding on the parties. The auditing firm Xxxxxxxx & Xxxxxxxxx shall provide its report to both Lucent AT&T and AgereLucent. 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 equally by AT&T and AgereLucent, 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 a Lucent 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 transfer0.25%, 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. (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, 6.6 shall be audited on behalf of both Lucent and Agere Avaya by the consulting firm of The Segal CompanyWillxxx X. Xxxxxx, Xxcorporated. The scope of xxxx 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 AgereAvaya. 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 AgereAvaya, 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 Avaya 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 Contribution 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 Contribution and Distribution Agreement.