Supercuts 2008 Annual Report Download - page 136

connection with the preparation of the Preliminary Headquarter Cost Statement. During the 30-
day period immediately following Buyer's receipt
of the Preliminary Headquarter Cost Statement, Buyer shall be permitted to review Seller's working papers related to the preparation of the
Preliminary Headquarter Cost Statement and determination of the amounts therein. If the Buyer does not agree to any items on the Preliminary
Headquarter Cost Statement, Buyer shall notify Seller within such 30-
day period and specify in reasonable detail the nature and dollar amount of
any disagreement so asserted. During the twenty (20) days following delivery of such a notice, Buyer and Seller shall seek in good faith to
resolve in writing any differences which they may have with respect to the matters specified. 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 Headquarter Cost exceeds $1,014,770 (with respect to which Seller may then file
an objection with respect to any portion of such excess as is then in dispute under this Section 2.4(c) , which shall remain in place until the final
determination is made and a "Disbursement Request" is provided pursuant to Section 2.4(d) below), and (ii) the parties shall submit to an
independent "Big 4" accounting firm agreed to by the Buyer and the Seller, acting reasonably (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
estimated Headquarter Cost 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. 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 Preliminary Headquarter Cost Statement and the determination of the estimated
Headquarter Cost amounts in dispute 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.
(d) If, following finalization of the Preliminary Headquarter Cost Statement, the estimated Headquarter Cost is greater than $1,014,770,
the 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. If, upon finalization of the Headquarter Cost Statement, the actual amount of Headquarter Cost is less than that
determined in the Preliminary Headquarter Cost Statement, such final Headquarter Cost shall be used in the final determination of Excess
Amount and the Buyer Parties shall promptly repay any amount (if any) previously recovered (whether from the Escrow Amount or pursuant to
the Consulting Agreement) based on the estimated Headquarter Cost that is in excess of the amount actually entitled to be recovered based on the
final Headquarter Cost. If, upon finalization of the Headquarter Cost Statement, the actual amount of Headquarter Cost is more than that
determined in the Preliminary Headquarter Cost Statement, then (x) such final Headquarter Cost shall be used in the final determination of
Excess Amount (less any amount (if any) actually recovered from the Escrow Amount based on the estimated Headquarter Cost), and (y) the
Buyer may keep any amount (if any) it has recovered from the Escrow Amount based on the estimated Headquarter Cost.
(e) Within sixty (60) days after the final settlement of all obligations and liabilities comprising the Headquarter Cost, the Buyer shall
prepare and deliver to Seller a statement (the " Headquarter Cost Statement ") setting forth such costs (unless such costs are otherwise agreed as
provided in the final sentence of Section 2.3(c)
). The Seller Parties shall cooperate as reasonably requested in connection with the preparation of
the Headquarter Cost Statement. During the 30-day period immediately following Seller's receipt of the Headquarter Cost Statement, Seller shall
be permitted to review
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