Supercuts 2008 Annual Report Download - page 137

Buyer's working papers related to the preparation of the Headquarter Cost Statement and determination of the amounts therein. The Headquarter
Cost 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
Headquarter Cost 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 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
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. 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 Headquarter Cost Statement and the determination of the 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.
2.5 Other Adjustment Amounts.
(a) The Buyer Parties will give the Seller, CC Newco, Steven Hudson and Powell the opportunity to generally manage, direct and
supervise any and all material activities (including, without limitation, settlement of the terms of share or option purchases, settlement of lease
obligations and related obligations and/or finding successor or replacement tenants) in relation to the Pre-Closing Shutdown Liability, the
Headquarter Severance and the settlement of any liabilities, costs or expenses relating to the repurchase or cancellation of Outside BF Interests
on behalf of the Buyer and BeautyFirst in a reasonable manner with a view to eliminating, reducing or mitigating any such liabilities, costs and
expenses, and minimizing negative impact on the overall business of the Buyer and BeautyFirst, all subject to the ultimate oversight, direction
and approval of the Buyer. The Buyer Parties will provide reasonable cooperation in connection therewith.
(b) Within three hundred (300) days following the Closing Date, Buyer shall deliver to Seller a statement (in its final and binding form as
determined below, the " Closing Statement ") setting forth the Pre-Closing Shutdown Liability, the aggregate Buyout Amount, the aggregate
Headquarter Severance and the aggregate amount of Indebtedness less Indebtedness Addback as of Closing (unless such amounts 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 Closing Statement. During the 30-day period immediately following Seller's receipt of the Closing Statement, Seller shall be
permitted to review Buyer's working papers related to the preparation of the Closing Statement and
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