Supercuts 2008 Annual Report Download - page 170

have the right to dictate any revision or amendment to any Tax Return). Any portion of any Tax (other than commodity or sales taxes in
relation to current trade payables and social security, unemployment, disability, payroll or employee or other withholding Taxes, in each
case that are not in arrears (nor paid later than in past general practice) and were accrued in the ordinary course) which must be paid in
connection with the filing of a Straddle Tax Return, to the extent attributable to the portion of the period ending on or before the Closing
Date, shall be referred to herein as " Pre-Closing Straddle Taxes ." The Seller Parties shall pay to Buyer an amount equal to the Pre-
Closing Straddle Taxes due with any Straddle Tax Returns at least ten (10) days before Buyer is required to cause to be paid the related
Tax liability. Pre-Closing Straddle Taxes shall be calculated as though the taxable year of the Company terminated as of the close of
business on the Closing Date; provided , however , that in the case of a tax not based on income, receipts, proceeds, profits or similar
items, Pre-Closing Straddle Taxes shall be equal to the amount of tax for the taxable period multiplied by a fraction, the numerator of
which shall be the number of days from the beginning of the taxable period through the Closing Date and the denominator of which shall
be the number of days in the taxable period. All determinations necessary to give effect to the foregoing allocations shall be made in a
manner consistent with prior practice of the Company.
(d) Cooperation on Tax Matters. The parties shall cooperate fully, as and to the extent reasonably requested by the other party,
in connection with the filing of Tax Returns pursuant to this Section 8.9 and any audit, litigation or other proceeding with respect to
Taxes. Such cooperation shall include signing any Tax Return, amended Tax Returns, claims or other documents necessary to settle any
Tax controversy, the retention and (upon the other party's request) the provision of records and information which are reasonably relevant
to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional
information and explanation of any material provided hereunder. Buyer and Seller Parties further agree, upon request, to provide the
other party with all information that either Party may be required to report pursuant to Code § 6043 and all Treasury Regulations
promulgated thereunder. The Buyer shall control (and have the right to settle and resolve) all tax audits occurring after Closing with
respect to the Company and its Subsidiaries, regardless of the periods under audit.
(e) Certain Taxes and Fees. All transfer, documentary, sales, use, stamp, registration and other such Taxes, and all conveyance
fees, recording charges and other fees and charges (including any penalties and interest) incurred in connection with consummation of the
transactions contemplated by this Agreement shall be paid by Seller when due, and Seller will, at its own expense, file all necessary Tax
Returns and other documentation with respect to all such Taxes, fees and charges.
(f) Tax-Sharing Agreements. All tax-sharing agreements or similar agreements with respect to or involving the Company and
its Subsidiaries, if any, shall be terminated as of the Closing Date and, after the Closing Date, the Company and its Subsidiaries shall not
be bound thereby or have any liability thereunder.
(g) Source of Payments. In any case where the Seller or Seller Parties are required to pay any amount under this Section 8.9,
such amounts shall be paid (and Buyer Parties shall have recourse) only (A) from the Escrow Funds (as defined in the Escrow
Agreement) in the Escrow Account (as defined in the Escrow Agreement), and (B) by reducing amounts payable to CC Newco under the
Consulting Agreement as contemplated by the Consulting Agreement.
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