Common use of Post-Distribution Adjustment Clause in Contracts

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 located in New York, New York ("Ernst & Young") within 10 days after the expiration of the Resolution Period. Each party agrees to execute, if requested by Ernst & Young, an engagement letter containing reasonable terms. All fees and expenses relating to the work, if any, to be performed by Ernst & Young shall be borne pro rata by Harr▇▇ ▇▇▇ Lani▇▇ ▇▇ proportion to the allocation of the dollar amount of the Unresolved Changes between Harr▇▇ ▇▇▇ Lani▇▇ ▇▇▇e by Ernst & Young, such that the prevailing party shall pay the lesser portion of such fees and expenses. Ernst & Young shall act as an arbitrator to determine, based on the provisions of this Section 2.3(a), only the Unresolved Changes. Ernst & Young's determination of the Unresolved Changes shall be made within 30 days of the submission to Ernst & Young of the Unresolved Changes, shall be set forth in a written statement delivered by Ernst & Young to Harr▇▇ and Lani▇▇ ▇▇▇ shall be final, binding and conclusive on the parties for all purposes. (v) In the event that Harr▇▇ ▇▇▇ Lani▇▇ ▇▇▇ee or are deemed to agree as to the Payment Items and Credit Items, then within five Business Days following such agreement (A) if the sum of the Payment Items, as determined in accordance with this Section 2.3, equals or exceeds the sum of the Credit Items, as so determined, Lani▇▇ ▇▇▇l pay to Harr▇▇, ▇▇ Harr▇▇ ▇▇▇l refund to Lani▇▇, ▇▇sh in an amount necessary to cause Harr▇▇ ▇▇ have received, as a result of the Closing Payment and the payment contemplated by this Section 2.3(a)(v)(A), the exact amount of such excess, if any, and (B) if the sum of the Credit Items, as determined in accordance with this Section 2.3, exceeds the sum of the Payment Items, as so determined, Harr▇▇ will pay to Lani▇▇, ▇▇ Lani▇▇ ▇▇▇l refund to Harr▇▇, ▇▇sh in an amount necessary to cause Lani▇▇ ▇▇ have received, as a result of the Closing Payment and the payment contemplated by this Section 2.3(a)(v)(B), the exact amount of such excess (any such payment required by this Section

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 ▇▇▇ating 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 ▇▇▇ll 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 ▇▇▇ivers 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 ▇▇▇ifies 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 located in New York, New York ("Ernst & Young") within 10 days after the expiration of the Resolution Period. Each party agrees to execute, if requested by Ernst & Young, an engagement letter containing reasonable terms. All fees and expenses relating to the work, if any, to be performed by Ernst & Young shall be borne pro rata by Harr▇▇ ▇▇▇ Lani▇▇ ▇▇ proportion to the allocation of the dollar amount of the Unresolved Changes between Harr▇▇ ▇▇▇ Lani▇▇ ▇▇▇e by Ernst & Young, such that the prevailing party shall pay the lesser portion of such fees and expenses. Ernst & Young shall act as an arbitrator to determine, based on the provisions of this Section 2.3(a), only the Unresolved Changes. Ernst & Young's determination of the Unresolved Changes shall be made within 30 days of the submission to Ernst & Young of the Unresolved Changes, shall be set forth in a written statement delivered by Ernst & Young to Harr▇▇ and ▇▇▇ Lani▇▇ ▇▇▇ shall be final, binding and conclusive on the parties for all purposes. (v) In the event that Harr▇▇ ▇▇▇ Lani▇▇ ▇▇▇ee or are deemed to agree as to the Payment Items and Credit Items, then within five Business Days following such agreement (A) if the sum of the Payment Items, as determined in accordance with this Section 2.3, equals or exceeds the sum of the Credit Items, as so determined, Lani▇▇ ▇▇▇l will pay to Harr▇▇, ▇▇ Harr▇▇ ▇▇▇l refund to Lani▇▇, ▇▇sh in an amount necessary to cause Harr▇▇ ▇▇ have received, as a result of the Closing Payment and the payment contemplated by this Section 2.3(a)(v)(A), the exact amount of such excess, if any, and (B) if the sum of the Credit Items, as determined in accordance with this Section 2.3, exceeds the sum of the Payment Items, as so determined, Harr▇▇ will ▇▇▇l pay to Lani▇▇, ▇▇ or Lani▇▇ ▇▇▇l refund to Harr▇▇, ▇▇sh in an amount necessary to cause Lani▇▇ ▇▇ have received, as a result of the Closing Payment and the payment contemplated by this Section 2.3(a)(v)(B), the exact amount of such excess (any such payment required by this SectionSection 2.3(a)(v)(A) or (B), a "Post-Distribution Adjustment"). In the event that there are Unresolved Changes at the end of the Resolution Period, then (i) if Harr▇▇ ▇▇▇ Lani▇▇ ▇▇▇ee that a Post-Distribution Adjustment is owed to one party regardless of the ultimate resolution of any Unresolved Changes, then the minimum amount which Harr▇▇ ▇▇▇ Lani▇▇ ▇▇▇ee is owed to such party shall be paid within five Business Days after the end of the Resolution Period and any additional amounts owing to such party with respect to the Unresolved Changes shall be paid within five Business Days after resolution thereof by Ernst & Young and (ii) in all other cases, any and all payments shall be made within five Business Days after resolution of the Unresolved Changes by Ernst & Young. (vi) Any payments made pursuant to this Section 2.2(b) shall be accompanied by interest at the Applicable Rate from the Distribution Date up to and including the date of payment, and payments not made when due accrue at the Applicable Rate plus 4% per annum.