Supercuts 2008 Annual Report Download - page 132

" Losses " means any loss, liability, demand, claim, action, cause of action, cost, damage, royalty, deficiency, penalty, Tax, fine or expense,
whether or not arising out of third-party claims (including interest, penalties, reasonable attorneys' fees and expenses and all reasonable amounts
paid in investigation or defense, and all amounts paid in settlement, of any of the foregoing).
" Material Adverse Effect " means a material and adverse effect or development upon the business, operations, assets, liabilities, financial
condition, operating results, cash flow or employee, customer or supplier relations of the Company and its Subsidiaries taken as a whole.
" Notice of Disagreement " has the meaning set forth in Sections 2.4(e) and 2.5(b) , respectively.
" Options
" shall mean all options, warrants, plans, purchase rights, subscription rights, conversion rights, exchange rights or other contracts
or commitments to issue, sell or otherwise cause to become outstanding any Capital Stock, whether or not vested or exercisable in accordance
with their terms and conditions.
" Other Holder Purchase Price " means the sum of $550,000 payable to Powell for his Shares, and $550,000 payable to Mackenzie for its
Shares, pursuant to Article II.
" Outside BF Interests " means (i) all outstanding Options with respect to BeautyFirst, and (ii) all Capital Stock of BeautyFirst that is not
owned by CC1.
" Permitted Liens " means (i) Liens that are set forth on the Permitted Liens Schedule attached hereto, (ii) Liens for Taxes not delinquent or
the validity of which are being contested in good faith by appropriate proceedings and as to which adequate reserves have been established on
the Company's financial statements in accordance with GAAP consistently applied, (iii) statutory landlord's, mechanic's, carrier's, workmen's,
repairmen's or other similar Liens arising or incurred in the ordinary course of business for amounts which are not due and payable and which
would not, individually or in the aggregate, have a Material Adverse Effect, (iv) Liens arising from zoning ordinances which are not material to
the Company's or its Subsidiaries' business as currently conducted thereon, (v) Liens in favour of Regis or its Affiliates, or (vi) Liens pursuant to
the Harris Bank Agreements.
" Person " means any individual, sole proprietorship, partnership, joint venture, trust, unincorporated association, corporation, limited
liability company, entity or governmental entity (whether foreign, federal, state, county, city or otherwise and including any instrumentality,
division, agency or department thereof).
" Plan " has the meaning set forth in Section 5.17(a) .
" Pre-Closing Shutdown Liability " means all liabilities, costs and expenses of any nature outstanding at Closing or incurred after Closing
(i) with respect to stores of the Company or its Subsidiaries that have been closed at any time prior to Closing, including but not limited to the
cost to terminate or settle the leases for such stores and terminate all contracts with respect to such stores, all related legal, consulting and
advisory fees, and all costs to relocate or dispose of the equipment and other assets located at such stores (net of any net proceeds of disposition
of such equipment or assets that is received after Closing and any Tax benefit (without duplication of any 40% adjustment below in this
definition), and (ii) relating to the termination of employment of Pat Neville, Tara Denman and Daniel Greenberg, including but not limited to
the cost of severance, accrued vacation and related legal disputes, in the case of both (i) and (ii) where any such liabilities, costs or expenses are
deductible for Tax purposes, the amount thereof shall be multiplied by 0.6. For the avoidance of doubt, such closed stores include the stores
previously located in Woodridge, IL (BeautyFirst), Aurora, IL (BeautyFirst), Algonquin, IL (PureBeauty) and Las Vegas, NV (PureBeauty).
" Pre-Closing Straddle Taxes " has the meaning set forth in Section 8.9(c) .
" Pre-Closing Tax Period " has the meaning set forth in Section 8.9(a) .
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