AND RECORDS.
THE ACCOUNTING TREATMENT TO BE
ACCORDED ALL SUCH EXPENSES, WHETHER SUCH EXPENSES ARE PAID BY SUPPLIER OR
SPINCO, SHALL BE DETERMINED BY SUPPLIER.
(B)
SPINCO SHALL ASSUME ANY BALANCE SHEET LIABILITY FOR ANY
LIABILITIES ASSUMED BY IT UNDER THIS AGREEMENT AS OF THE DISTRIBUTION DATE OR
THEREAFTER, WITH RESPECT TO ANY ACTIVE SPINCO EMPLOYEE OR FORMER SPINCO
EMPLOYEES.
THE DETERMINATION OF ANY BALANCE SHEET LIABILITY AS OF THE CLOSE OF
BUSINESS ON THE DISTRIBUTION DATE SHALL BE DETERMINED BY SUPPLIER CONSISTENT
WITH PAST ACCOUNTING PRACTICES, CONSISTENTLY APPLIED.
8.2
ACCOUNTING ADJUSTMENTS.
BEFORE THE DISTRIBUTION DATE, SPINCO WILL
HAVE ESTABLISHED ON ITS BOOKS FOR FINANCIAL ACCOUNTING PURPOSES LIABILITIES AND
RESERVES FOR DEFERRED COMPENSATION, WELFARE AND OTHER EMPLOYEE BENEFIT PLAN
OBLIGATIONS THAT WILL BE RETAINED OR ASSUMED BY SPINCO UNDER THIS AGREEMENT, AND
SUPPLIER WILL HAVE ADJUSTED THE LIABILITIES AND RESERVES ON ITS BOOKS FOR
FINANCIAL ACCOUNTING PURPOSES TO TAKE INTO ACCOUNT SPINCO'S ASSUMPTION OR
RETENTION OF LIABILITIES UNDER THIS AGREEMENT.
THE INITIAL ADJUSTMENTS AS OF
THE DISTRIBUTION DATE WILL BE MADE ON AN ESTIMATED BASIS.
AFTER THE PARTIES
HAVE FINALLY CALCULATED THE ACTUAL LIABILITIES UNDER THIS AGREEMENT, EACH PARTY
SHALL APPROPRIATELY ADJUST ITS LIABILITIES AND RESERVES TO REFLECT THE AMOUNT OF
THE LIABILITIES AND RESERVES THAT ARE PROPERLY ALLOCABLE TO THAT PARTY.
15
ARTICLE IX
AUDITS; INFORMATION SHARING
9.1
AUDITS.
(A)
EACH OF SUPPLIER 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 TRUSTEE, RECORDKEEPER OR THIRD-PARTY ADMINISTRATOR
BY THE OTHER PARTY.
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 UNDER THIS SECTION.
THE AUDITING PARTY
SHALL HAVE THE RIGHT TO MAKE COPIES OF ANY RECORDS AT ITS EXPENSE.
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
TEN BUSINESS DAYS AFTER RECEIVING SUCH DRAFT.
(B)
THE AUDITING PARTY'S AUDIT RIGHTS UNDER THIS SECTION 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.
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 SUCH BENEFIT PROVIDER OR
THIRD-PARTY.
THE AUDITING PARTY SHALL BE RESPONSIBLE FOR SUPPLYING, AT ITS
EXPENSE, ADDITIONAL