Supercuts 2008 Annual Report Download - page 131

policies); plus (vi) an amount for outside vendor costs for the Dierbergs store not to exceed $29,368.08 plus any additional amounts related
thereto supported by invoices; plus (vii) design fees paid to Innersalon in respect of the Northern California Trade Secret Stores, not to exceed
$9,300.00; plus (viii) an amount equal to $16,044.00 in respect of the sale of Wella color product to Regis. A schedule listing, where possible,
anticipated or known amounts of the foregoing items is attached hereto as the Indebtedness Addback Schedule .
" Indebtedness Excess " means (A) $0, if the estimated amount of Indebtedness as of Closing less
the estimated Indebtedness Addback as of
Closing does not exceed $5,000,000, and (B) if the estimated amount of Indebtedness as of Closing less the estimated Indebtedness Addback as
of Closing exceeds $5,000,000, the amount by which the estimated Indebtedness as of Closing less the estimated Indebtedness Addback as of
Closing exceeds $5,000,000. The estimate of Indebtedness and Indebtedness Addback for the foregoing purposes shall be made in good faith by
the Seller and Buyer at least two (2) days prior to Closing.
" Indemnitee " has the meaning set forth in Section 8.2(d) .
" Indemnitor " has the meaning set forth in Section 8.2(d) .
" Insurance Policies " has the meaning set forth in Section 5.18 .
" Intellectual Property Rights
" means any and all legally recognizable intellectual and industrial proprietary rights and rights in confidential
information of every kind and description anywhere in the world, including without limitation (i) patents and patent applications, (ii) Internet
domain names, trademarks, service marks, trade dress, trade names, slogans, logos and corporate names (and all translations, adaptations,
derivations and combinations of the foregoing), and registrations and applications for registration thereof together with all of the goodwill
associated therewith, (iii) copyrights (registered or unregistered) and copyrightable works, and registrations and applications for registration
thereof, (iv) mask works and registrations and applications for registration thereof, (v) computer software (including source code and executable
code), data, databases and all documentation related to any of the foregoing, (vi) trade secrets and other confidential information (including
ideas, formulas, recipes, compositions, inventions (whether patentable or unpatentable and whether or not reduced to practice), know-how,
manufacturing and production processes and techniques, methods of doing business, research and development information, software
development methodologies, drawings, specifications, software architectures, designs, plans, proposals, technical data, copyrightable works,
non-public data and databases, financial and marketing plans and customer and supplier lists and information, (vii) all other intellectual property
rights, and (viii) copies and tangible embodiments of any of the foregoing (in whatever form of medium).
" Investment " as applied to any Person means (i) any direct or indirect purchase or other acquisition by such Person of any notes,
obligations, instruments, stock, securities or ownership interest (including limited liability company interests, partnership interests and joint
venture interests) of any other Person and (ii) any capital contribution by such Person to any other Person.
" knowledge of the Company " or " Company's knowledge " or similar phrase means the actual knowledge of Steven Hudson, Powell, Troy
Biggs, Chris Parmentier and Duncan Robinson, after making reasonable inquiry with respect to the particular matter in question.
" Latest Balance Sheet " has the meaning set forth in Section 5.5(c) .
" Leased Real Property " and " Leased Realty " have the respective meanings set forth in Section 5.10(b) .
" Lien " means any mortgage, pledge, hypothecation, lien (statutory or otherwise), preference, priority, security interest, community
property interest, security agreement or other encumbrance of any kind or nature whatsoever (including any conditional sale or other title
retention agreement and any lease having substantially the same effect as any of the foregoing and any assignment or deposit arrangement in the
nature of a security device).
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