Supercuts 2008 Annual Report Download - page 138

determination of the amounts therein. The Closing Statement shall become final and binding upon the parties thirty (30) days following Seller's
receipt thereof, unless Seller shall give written notice of its disagreement (a " Notice of Disagreement ") to Buyer prior to such date. Any Notice
of Disagreement shall specify in reasonable detail the nature and dollar amount of any disagreement so asserted. If a timely Notice of
Disagreement is received by Buyer, then the Closing Statement (as revised in accordance with clause (x) or (y) below) shall become final and
binding upon the parties on the earliest of (x) the date the parties resolve in writing any differences they have with respect to the matters
specified in the Notice of Disagreement or (y) the date all matters in dispute are finally resolved in writing by the Accounting Firm. During the
twenty (20) days following delivery of a Notice of Disagreement, Buyer and Seller shall seek in good faith to resolve in writing any differences
which they may have with respect to the matters specified in the Notice of Disagreement. Following delivery of a Notice of Disagreement, Buyer
and its agents and representatives shall be permitted to review Seller's and its representatives' working papers relating to the Notice of
Disagreement. If, at the end of the 20-day period referred to above, the matters in dispute have not been fully resolved, then (i) Buyer may
immediately make a claim under the Escrow Agreement in an amount equal to the amount, if any, by which the Buyer's estimate of Excess
Amount (other than with respect to Headquarter Cost) exceeds $0 (with respect to which Seller may then file an objection with respect to any
portion of such Excess Amount as is then in dispute under this Section 2.5(b) , which shall remain in place until the final determination is made
and a "Disbursement Request" is provided pursuant to Section 2.5(c) below), and (ii) the parties shall submit to the Accounting Firm for review
and resolution of all matters (but only such matters) which remain in dispute, and the Accounting Firm shall make a final determination of the
amounts referred to in this Section 2.5(b) to the extent such amounts are in dispute, in accordance with the guidelines and procedures set forth in
this Agreement. The parties will cooperate with the Accounting Firm during the term of its engagement. In resolving any matters in dispute, the
Accounting Firm may not assign a value to any item in dispute greater than the greatest value for such item assigned by Buyer, on the one hand,
or Seller, on the other hand, or less than the smallest value for such item assigned by Buyer, on the one hand, or Seller, on the other hand. The
Accounting Firm's determination will be based solely on presentations by Buyer and Seller which are in accordance with the guidelines and
procedures set forth in this Agreement (i.e., not on the basis of an independent review). The Closing Statement and the determination of the
amounts referred to in this Section 2.5(b) shall become final and binding on the parties on the date the Accounting Firm delivers its final
resolution in writing to the parties (which the Accounting Firm shall be instructed to deliver not more than forty-five (45) days following
submission of such disputed matters). The fees and expenses of the Accounting Firm shall be shared equally between Buyer and Seller.
(c) If, following finalization of the Closing Statement, the Excess Amount (other than with respect to Headquarter Cost) exceeds $0, such
excess amount shall (i) be recoverable under the Escrow Agreement (and the Buyer and Seller shall immediately provide the Escrow Agent with
a "Disbursement Request" under the Escrow Agreement with respect to such amount (or portion thereof for which there are "Escrow Funds"
available thereunder)), and (ii) to the extent not recovered under the Escrow Agreement, be included in the "Excess Amount" determined
pursuant to Section 2.3 above.
(d) If any Indebtedness Excess was deducted from the payment of Purchase Price pursuant hereto and, upon the final determination of
Indebtedness and Indebtedness Addback pursuant to Section 2.5 , the actual amount of Indebtedness less Indebtedness Addback is less than the
estimated Indebtedness Excess used to determine the amount so deducted, the Buyer shall promptly pay to Seller the amount of such shortfall
(i.e., the amount by which the deduction was greater than the actual final Indebtedness Excess).
12