Common use of Plan Audits Clause in Contracts

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.