Supercuts 2008 Annual Report Download - page 134

(b) On the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer shall purchase from Powell, and Powell
shall sell, convey, assign, transfer and deliver to Buyer, 500 Shares, free and clear of all Encumbrances.
(c) On the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer shall purchase from Mackenzie, and
Mackenzie shall sell, convey, assign, transfer and deliver to Buyer, 500 Shares, free and clear of all Encumbrances.
2.2 Closing Transactions.
(a) Closing . The closing of the transactions contemplated by this Agreement (the " Closing ") shall take place at the offices of Bell,
Boyd & Lloyd LLP located at 70 West Madison Street, Chicago, Illinois, or at such other place as is mutually agreeable to Buyer and the Seller,
at 10:00 a.m. local time on February 20, 2008 (or such other date agreed by the Seller and the Buyer), or, if any of the conditions to Closing set
forth in Article III have not been satisfied or waived by the party entitled to the benefit thereof on or prior to such date, on the second business
day following satisfaction or waiver of such conditions (the " Closing Date ").
(b) Closing Deliveries . At the Closing:
(i) Buyer shall pay to Seller the Purchase Price, less the Escrow Amount, less the Other Holder Purchase Price, less the amount of
the Indebtedness Excess, if any, by wire transfer of immediately available funds to the account designated in writing by Seller to the
Buyer;
(ii) Buyer shall pay to Powell his portion of the Other Holder Purchase Price, and shall pay to Mackenzie its portion of the Other
Holder Purchase Price, by wire transfer of immediately available funds to the account designated in writing by Powell and Mackenzie, as
applicable, to the Buyer;
(iii) Buyer shall deliver the Escrow Amount to the Escrow Agent for deposit into an escrow account established pursuant to the
terms of the Escrow Agreement. The Escrow Amount shall be available to satisfy amounts owing to the Buyer Parties pursuant to
Section 8.2 as provided therein and in the Escrow Agreement;
(iv) Buyer shall, if and as directed by the Seller, pay the Buyout Payments so directed by Seller to holders of Outside BF Interests
as provided in Section 2.6 .
(v) Each of Seller, Powell and Mackenzie shall deliver to Buyer the certificate(s) representing the Shares held by him or it, duly
endorsed in blank or accompanied by duly executed stock power(s), with appropriate transfer stamps (if any) affixed thereto;
(vi) The Company and Seller shall deliver to Buyer evidence (in form and substance reasonably satisfactory to Buyer) that the
Company's and its Subsidiaries' legal counsel and other professional advisors have been paid in full, and that none of the Company or any
of its Subsidiaries has any liability for fees owing to any of such legal counsel, investment bankers or other professional advisors (other
than amounts owing for services in the ordinary course of the business of the Company and its Subsidiaries that are not past due (nor paid
later than in past general practice), in each case other than (i) those to Blake, Cassels & Graydon LLP or PricewaterhouseCoopers, or
(ii) those for which Seller is responsible under Section 8.5 );
(vii) Each party, as applicable, shall deliver the certificates and other documents and instruments required to be delivered by or on
behalf of such party under Article III below; and
(viii) Seller and its Affiliates shall collect all corporate books and records and other property of the Company or any of its
Subsidiaries in their possession and arrange for delivery thereof to Buyer within 5 business days after Closing.
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