BeautyFirst Headquarter Facility Matters Sample Clauses

BeautyFirst Headquarter Facility Matters. (a) The Buyer agrees that it will give the Seller and CC Newco at least 75 days prior written notice of its intention to close, cease or materially reduce operations at the Headquarter Facility in a manner that would reasonably be expected to result in Headquarter Costs. (b) If the Buyer intends to close, cease or materially reduce operations at the Headquarter Facility, the Buyer Parties will give the Seller, CC Newco, ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ the opportunity to generally manage, direct and supervise any and all material activities (including, without limitation, provision of notices, termination or transfer of employees, termination or settlement of lease or sublease obligations and related obligations and/or finding successor or replacement tenants) in relation to such closure, cessation or reduction of operations on behalf of the Buyer and BeautyFirst in a reasonable manner with a view to eliminating, reducing or mitigating any related costs and expenses (including Headquarter Costs) 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. (c) Within three hundred (300) days after the date of Closing, the Seller shall prepare and deliver to Buyer a preliminary statement (the "Preliminary Headquarter Cost Statement") setting forth the estimated Headquarter Cost (unless such costs are otherwise agreed as provided in the final sentence of Section 2.3(c)). The Buyer Parties and Seller Parties shall cooperate as reasonably requested in 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, t...