Post-Distribution Adjustment Sample Clauses

Post-Distribution Adjustment. (i) As soon as practicable, but in no event later than 90 days following the Distribution Date, Harr▇▇ ▇▇▇ll, on a basis consistent with the methods, principles, practices and policies set forth in Schedules 2.2(b)(i) and 2.2(b)(ii), prepare and deliver to Lani▇▇ ▇▇ itemized calculation of the Payment Items and Credit Items (the "Calculation"). (ii) During the preparation of the Calculation and the period of any review or dispute thereof, (A) Harr▇▇ ▇▇▇ll (i) provide Lani▇▇ ▇▇▇ Lani▇▇'▇ ▇▇▇horized representatives with full access to the books, records, facilities and employees of Harr▇▇ relating to the determination of the Payment Items and Credit Items, and (ii) cooperate fully with Lani▇▇ ▇▇▇ Lani▇▇'▇ ▇▇▇horized representatives, including the provision on a timely basis of all information reasonably requested by Lani▇▇, ▇▇d (B) Lani▇▇ ▇▇▇ll (i) provide Harr▇▇ ▇▇▇ Harr▇▇' ▇▇thorized representatives with full access to the books, records, facilities and employees of Lani▇▇, ▇▇d (ii) cooperate fully with Harr▇▇ ▇▇▇ Harr▇▇' ▇▇thorized representatives, including the provision on a timely basis of all information reasonably requested by Harr▇▇ ▇▇▇ating to the determination of the Payment Items and Credit Items. (iii) After receipt of the Calculation, Lani▇▇ shall have 30 days to review the Calculation, together with the workpapers used in the preparation thereof. In connection therewith, Lani▇▇ ▇▇▇ its authorized representatives shall have full access to all relevant books, records and employees of Harr▇▇ ▇▇▇ating to the determination of the Payment Items and Credit Items. Unless Lani▇▇ delivers written notice to Harr▇▇ ▇▇ or prior to the 30th day after Lani▇▇'▇ ▇▇▇eipt of the Calculation stating that Lani▇▇ ▇▇▇ objections to the Calculation and describing any such objections with particularity, Lani▇▇ ▇▇▇ll be deemed to have accepted and agreed to the Payment Items and Credit Items set forth therein. If Lani▇▇ notifies Harr▇▇ ▇▇ writing of its objections to the Calculation, Lani▇▇ ▇▇▇ Harr▇▇ ▇▇▇ll, within 30 days (or such longer period as the parties may agree in writing) following the delivery of such written notice (the "Resolution Period"), attempt to resolve their differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties for all purposes. (iv) Any amounts remaining in dispute at the conclusion of the Resolution Period ("Unresolved Changes") shall be submitted to the office of Ernst & Young LLP...