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

Audit Rights with Respect to Information Provided. (1) Subject 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 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. Subject to Section 7.5(a)(2), 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.

Appears in 3 contracts

Samples: Employee Benefits Agreement (Acuity SpinCo, Inc.), Employee Benefits Agreement (Zep Inc.), Employee Benefits Agreement (Zep Inc.)

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Audit Rights with Respect to Information Provided. (1) Subject to Section 7.5(a)(27.06(b)(2), each of Acuity Equifax and SpinCoCertegy, 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. Subject to Section 7.5(a)(2Sections 7.06(a) and 7.06(b)(2), 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 '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.

Appears in 2 contracts

Samples: Employee Benefits Agreement (Certegy Inc), Employee Benefits Agreement (Certegy Inc)

Audit Rights with Respect to Information Provided. (1i) Subject to Section 7.5(a)(25.3(a)(ii), each of Acuity Radiant and SpinCoEnterprise, 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. Subject to Section 7.5(a)(25.3(b)(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 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 five business days after receiving such draft.

Appears in 2 contracts

Samples: Employee Benefits Agreement (Radiant Systems Inc), Employee Benefits Agreement (Radiant Systems Inc)

Audit Rights with Respect to Information Provided. (1) Subject to Section 7.5(a)(2), each Each of Acuity Xxxx-XxXxx and SpinCoTronox, and their respective 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. Subject to Section 7.5(a)(2), the The party conducting the audit (the “Auditing Party”) shall have the sole discretion to determine the procedures and guidelines for conducting audits and the selection of audit representativesrepresentatives under this Section 11.05(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 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 Principal Agreement, which are incorporated by reference herein. The party being audited shall provide the auditing partyAuditing 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 five ten business days after receiving such draft.

Appears in 2 contracts

Samples: Employee Benefits Agreement, Employee Benefits Agreement (Tronox Inc)

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Audit Rights with Respect to Information Provided. (1) Subject to Section 7.5(a)(2), each Each of Acuity Xxxx-XxXxx and SpinCoTronox, and their respective 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. Subject to Section 7.5(a)(2), the The party conducting the audit (the "Auditing Party") shall have the sole discretion to determine the procedures and guidelines for conducting audits and the selection of audit representativesrepresentatives under this Section 11.05(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 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 Principal Agreement, which are incorporated by reference herein. The 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 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 ten business days after receiving such draft.

Appears in 1 contract

Samples: Employee Benefits Agreement (Tronox Inc)

Audit Rights with Respect to Information Provided. (1) Subject to Section 7.5(a)(27.06(b)(2), each of Acuity Equifax and SpinCoPSI, 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. Subject to Section 7.5(a)(2Sections 7.06(a) and 7.06(b)(2), 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 '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.

Appears in 1 contract

Samples: Employee Benefits Agreement (Equifax Ps Inc)

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