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