Supercuts 2008 Annual Report Download - page 169

further agrees to take all commercially reasonable steps (and to cause each of its Affiliates to take all commercially reasonable steps) to
safeguard such Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. In the event any Seller Party or
any of its respective Affiliates is required by law to disclose any Confidential Information, such Seller Party shall promptly notify Buyer in
writing, which notification shall include the nature of the legal requirement and the extent of the required disclosure, and all Seller Parties shall
cooperate with Buyer and the Company to preserve the confidentiality of such information consistent with applicable law.
8.9 Tax Matters. The following provisions shall govern the allocation of responsibility as between Buyer and the Seller Parties for
certain tax matters following the Closing Date:
(a) Tax Indemnification. The Seller Parties shall jointly and severally indemnify the Company, its Subsidiaries, and Buyer and
hold them harmless from and against (without duplication), any loss, claim, liability, expense, or other damage attributable to (i) all
Taxes (or the non-payment thereof) of the Company and its Subsidiaries for all taxable periods ending on or before the Closing Date and
the portion through the end of the Closing Date for any taxable period that includes (but does not end on) the Closing Date (" Pre-
Closing
Tax Period "), (ii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company or any of its
Subsidiaries (or any predecessor of any of the foregoing) is or was a member on or prior to the Closing Date, including pursuant to
Treasury Regulation § 1.1502-6 or any analogous or similar state, local, or foreign law or regulation, and (iii) any and all Taxes of any
person (other than the Company and its Subsidiaries) imposed on the Company or any of its Subsidiaries as a transferee or successor, by
contract or pursuant to any law, rule, or regulation, which Taxes relate to an event or transaction occurring before the Closing (other than,
in each case, commodity or sales taxes in relation to current accounts payable and property, 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).
(b) Tax Periods Ending on or Before the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed
all Tax Returns for the Company and its Subsidiaries for all periods ending on or prior to the Closing Date which are filed after the
Closing Date. All such Tax Returns shall be prepared in accordance with past practice to the extent allowable by law insofar as they
relate to the Company. Buyer shall provide Seller reasonable time to review and comment on each such Tax Return prior to filing. Buyer
shall consider any such comments from Seller and shall discuss any disagreements with Seller in good faith. If Buyer then files the Tax
Return without accepting one or more comments from Seller, Seller shall have up to 30 days after it becomes aware of such filing to
submit a formal objection and request for arbitration under Section 9.11 below (in which case the arbitration shall address only the
disputed Tax position and its impact on the obligations of the parties under this Agreement, as neither the Seller nor the arbitrator shall
have the right to dictate any revision or amendment to any Tax Return). The Seller Parties shall reimburse Buyer and the Company for
Taxes of Sellers and the Company with respect to such periods within fifteen (15) days prior to any payment by Buyer or the Company of
such Taxes.
(c) Tax Periods Beginning Before and Ending After the Closing Date. Buyer shall prepare or cause to be prepared and file or
cause to be filed any Tax Returns of the Company and its Subsidiaries for Tax periods which begin before the Closing Date and end after
the Closing Date (" Straddle Tax Returns "). Buyer shall provide Seller reasonable time to review and comment on each such Tax Return
prior to filing. Buyer shall consider any such comments from Seller and shall discuss any disagreements with Seller in good faith. If
Buyer then files the Tax Return without accepting one or more comments from Seller, Seller shall have up to 30 days after it becomes
aware of such filing to submit a formal objection and request for arbitration under Section 9.11 below (in which case the arbitration shall
address only the disputed Tax position and its impact on the obligations of the parties under this Agreement, as neither the Seller nor the
arbitrator shall
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