Upon prior written notice and at a mutually acceptable time, [[Bank of America:Organization]] personnel or its Representatives (e.g., external audit consultants) may audit, test or inspect [[Organization A:Organization]]’s Information Security Program and its facilities to assure [[Bank of America:Organization]]’s data and Confidential Information are adequately protected. This right to audit is in addition to the other audit rights or assessments granted herein. [[Bank of America:Organization]] will determine the scope of such audits, tests or inspections, which may extend to [[Organization A:Organization]]’s Subcontractors and other [[Organization A:Organization]] resources (other systems, environmental support, recovery processes, etc.) used to support the systems and handling of Confidential Information. [[Organization A:Organization]] will inform [[Bank of America:Organization]] of any internal auditing capability it possesses and permit [[Bank of America:Organization]]’s personnel to consult on a confidential basis with such auditors at all reasonable times. [[Bank of America:Organization]] may provide [[Organization A:Organization]] a summary of the findings from each report prepared in connection with any such audit and discuss results, including any remediation plans. Without limiting any other rights of [[Bank of America:Organization]] herein, if [[Organization A:Organization]] is In breach or otherwise not compliant with any of the provisions set forth in the Section of this Agreement entitled “Confidentiality and Information Protection” and/or SCHEDULE E, then [[Bank of America:Organization]] may conduct additional audits.

restructuring charges, accruals or reserves and business optimization expense, including any restructuring costs and integration costs incurred in connection with Permitted Acquisitions after the Closing Date, project start-up costs, costs related to the closure, relocation, reconfiguration and/or consolidation of facilities and costs to relocate employees, integration and transaction costs, retention charges, severance, contract termination costs, recruiting and signing bonuses and expenses, future lease commitments, systems establishment costs, conversion costs and excess pension charges and consulting fees, expenses attributable to the implementation of costs savings initiatives, costs associated with tax projects/audits and costs consisting of professional consulting or other fees relating to any of the foregoing,

Due to the knowledge and information you possess and have gained as a result of your employment with the Company, you hereby agree to make yourself available, at reasonable times, to cooperate, consult, testify, etc. with respect to current and future audits, investigations, inquiries, and legal actions, including but not limited to litigation, arbitrations, mediation, administrative and/or regulatory proceedings in which the Company is a party. The Company's only expectation with regard to any testimony is that you testify truthfully. You agree to make yourself reasonably available in good faith to assist and respond to the Company in the transition of your duties.

Service Provider shall perform all annual evaluations and audits that are part of the Services provided pursuant to this Section 13 in compliance with applicable Law. Service Provider shall not use a grace period pertaining to the same without Owners’ prior written approval which shall not be unreasonably withheld. Service Provider shall provide the quality records as required by the Owners’ quality assurance program to utilize these suppliers. Audit reports produced under agreement by Third Party sources (example NIAC) are prohibited by agreement to be provided to Owners. For such audit reports only, Owners may receive the outcome, i.e. qualification status, or may review the associated quality records at the Service Provider’s facilities pursuant to Section 13.6.

For a period of two (2) years, commencing on the Closing Date and ending on the second (2nd) anniversary of the Closing Date, in relation to the Purchaser’s preparation of audited financial statements and tax returns, investigations or audits by the tax authorities and other administrative institutions, or lawsuits, disputes or other procedures with any third party, the Seller shall permit the Purchaser (including its attorneys-at-law, certified public accountants, tax accountants, advisors or agents) to access the Seller’s books, records, agreements, minutes, documents, and materials insofar as they relate in any way to the Target Group to the extent not hindering the smooth operation of the Seller’s businesses.

Seller shall notify Buyer in writing in advance of any and all: # changes to the goods and/or services, their specifications and/or composition; # process changes; # plant and/or equipment/tooling changes or moves; # transfer of any work hereunder lo another site; and/or # sub-supplier changes, and no such change shall occur until Buyer has had the opportunity to conduct such audits, surveys and/or testing necessary to determine the impact of such change on the goods and/or services and has approved such change in writing. Seller shall be responsible for obtaining, completing and submitting proper documentation regarding any and all changes, including complying with any written change procedures issued by Buyer.

Inspection. Borrowers shall permit Agent and its representatives to make such verifications and inspections of the Collateral and to make audits and inspections, at any time during normal business hours of such Borrower and as frequently as Agent reasonably desires upon reasonable advance notice to such Borrower, of Borrowers’ books, accounts, records, correspondence and such other papers as it may desire and of Borrowers’ premises and the Collateral. Borrowers shall supply Agent with copies and shall permit Agent to copy such records and papers as Agent shall request, and shall permit Agent to discuss Borrowers’ affairs, finances, and accounts with Borrowers’ employees, officers, and independent public accountants (and by this provision each Borrower hereby authorizes said accountants to discuss with Agent the finances and affairs of such Borrower) all at such reasonable times and as often as may be reasonably requested. Borrowers further agree to supply Agent with such other reasonable information relating to the Collateral and to Borrowers as Agent shall request. In the event of litigation between any Borrower and Agent, Agent’s right of civil discovery shall be in addition to, and not in lieu of its rights under this [Section 9.2]. Each Lender shall have the right, at its own expense, to accompany the Agent on any such audit or inspection. No Availability calculation shall include Collateral acquired in a Permitted Acquisition or otherwise outside the ordinary course of business until completion of all applicable field examinations or audits and appraisals (which costs shall not be included in the limits provided above) satisfactory to Agent in its Permitted Discretion.

#​ shall be the “partnership representative” (or “PR”) of the Company for purposes of the Partnership Tax Audit Rules, and, as such, shall be authorized to designate any other Person selected by ​ as the partnership representative. Each Member, by execution of this Agreement, hereby consents to the appointment of ​ (or its designee) as the PR as set forth herein and agrees to execute, certify, acknowledge, deliver, swear to, file and record, at the appropriate public offices, such documents as may be necessary or appropriate to evidence such consent and agrees to take, and that the PR is authorized to take (or cause the Company to take), such other actions as may be necessary pursuant to the Partnership Tax Audit Rules to cause such designation. The PR shall be authorized and required to represent the Company (at the Company’s expense) in connection with all audits and examinations of the Company’s affairs by Tax authorities, including resulting administrative and judicial proceedings, and to expend the Company’s funds for professional services and reasonably incurred in connection therewith. In addition, the PR shall have the power and authority to # manage, control, settle, challenge, litigate, or prosecute, on behalf of the Company, any administrative proceedings or other action at the Company level with the Internal Revenue Service or any other taxing authority relating to the determination of any item of Company income, gain, loss, deduction, or credit for federal income tax purposes or otherwise relating to the Partnership Tax Audit Rules, and # make any election under the Partnership Tax Audit Rules, and the PR shall have all other rights and powers granted under the Partnership Tax Audit Rules to a PR with respect to the Company and its Members; provided, in each case, that as long as any Unitholder owns 5% or more of the outstanding Common Units, # the PR shall notify such Unitholder of, and keep such Unitholder reasonably informed with respect to, any such audits, examinations or resulting proceedings the outcome of which is reasonably expected to affect the tax liabilities of such Unitholder, # such Unitholder shall have the right to discuss with the PR, and provide input and comment to the PR regarding, any such audits, examinations or resulting proceedings, and # neither the PR nor any designated individual shall settle or compromise any such audits, examinations or resulting proceedings to the extent they relate to issues the resolution of which would reasonably be expected to affect the tax liability of such Unitholder without such Unitholder’s consent, such consent not to be unreasonably withheld, conditioned or delayed. Each Unitholder agrees to reasonably cooperate with the Company and to do or refrain from doing any or all things reasonably requested by the Company with respect to the conduct of such proceedings. For each Taxable Year in which the PR is an entity, the Company shall appoint the “designated individual” identified by the PR to act on its behalf in accordance with the applicable Partnership Tax Audit Rules. Promptly following a request of the PR or designated individual, the Company shall, to the fullest extent permitted by law, reimburse and indemnify the PR and designated individual for all reasonable expenses, including legal and accounting fees, incurred by the PR and/or designated individual in its capacity as such.

Allocation of Expenses. The Company will pay all Registration Expenses of all registrations under this Agreement. For purposes of this [Section 2.4], the term “Registration Expenses” shall mean all expenses incurred by the Company in complying with this Article II, including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and expenses of counsel for the Company to represent the selling Stockholder(s), state Blue Sky fees and expenses, the expense of any special audits incidental to or required by any such registration, and the reasonable fees and expenses of one counsel for the selling Stockholders selected by the Stockholders holding a majority of the Registrable Shares to be registered, but excluding underwriting discounts and selling commissions.

During the Consulting Period, Consultant shall serve as a consultant to Vulcan with respect to such business matters and at such times and places as the executive officers of Vulcan may reasonably request. The Consultant shall act in the capacity of an independent contractor and shall not be subject to the direction, control or supervision of Vulcan with respect to consulting services or procedures followed in the performance of his consulting services hereunder. Consultant represents and warrants that he shall assume all obligations and duties of an independent contractor and that he shall hold the Company harmless from all liabilities, actions, suits, audits, assessments, or other claims made or brought by any person, corporation, tax authority, governmental agency or entity.