Supercuts 2008 Annual Report Download - page 140

required consent under the Harris Bank Agreements, which required consent may be conditioned upon the repayment (or, if Regis prefers, the
guaranty by Regis) of the indebtedness under the Harris Bank Agreements within 10 days after Closing)).
(c) The parties shall have received or obtained all federal, state, local and foreign governmental and regulatory consents, approvals,
licenses and authorizations that are necessary (i) for the consummation of the transactions contemplated hereby or (ii) for Buyer to own the
Shares and to operate the businesses of and control the Company and its Subsidiaries following the Closing, in each case on terms and conditions
satisfactory to Seller and Buyer, acting reasonably (collectively, the " Governmental Approvals ");
(d) No suit, action or other proceeding shall be pending or threatened before any court or governmental or regulatory official, body or
authority or any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge could reasonably be expected to
(i) prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby or declare unlawful any of
the transactions contemplated hereby, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following
consummation, (iii) affect adversely the right of Buyer to own the Shares or operate the businesses of or control the Company and its
Subsidiaries, or (iv) affect adversely the right of the Company and its Subsidiaries to own their respective assets or control their respective
businesses, and no such injunction, judgment, order, decree or ruling shall have been entered or be in effect;
(e) Seller and the Escrow Agent shall have executed and delivered the Escrow Agreement, and the Escrow Agreement shall be in full force
and effect as of the Closing and shall not have been amended or modified;
(f) The Seller Parties shall have terminated all agreements (if any) regarding voting, transfer or other arrangements related to the Shares or
the Capital Stock of the Company or its Subsidiaries that are in effect prior to the Closing (in each case on terms and conditions satisfactory to
Buyer), except that, if the efforts of the Seller Parties have not resulted in purchase or cancellation of all the Outside BF Interests, the
stockholders agreement of BeautyFirst in the form provided to Buyer may remain in effect;
(g) All assets of the Excluded Subsidiaries shall have been transferred by the Excluded Subsidiaries to CC Newco and all liabilities
(including but not limited to Tax liabilities) of the Excluded Subsidiaries, but excluding liabilities owed by the Excluded Subsidiaries to each
other or to the Company or any of its Subsidiaries, shall have been assumed by CC Newco pursuant to the terms of an Asset Purchase
Agreement in a form satisfactory to the Seller and the Buyer, acting reasonably. Such agreement shall contain full and perpetual indemnification
by CC Newco, without deductibles or other limitations, for any Losses suffered by the Company or any of its Subsidiaries with respect to
(A) such assigned assets and assumed liabilities, (B) any liabilities of the Excluded Subsidiaries as of Closing to be assumed as provided above
that are not so assumed for any reason, and (C) Tax liabilities of the Company and its Subsidiaries relating to the foregoing assignment and
assumption;
(h) Seller and each of Steven Hudson and Powell shall each have executed and delivered the Non-Competition Agreement substantially in
the form of Exhibit B attached hereto;
(i) Regis, CC Newco, Steven Hudson and Powell shall have executed and delivered the Consulting Agreement substantially in the form of
Exhibit C
attached hereto (the " Consulting Agreement ");
(j) At the Closing, Seller and the Company shall have delivered to Buyer (i) a certificate signed by the Company, dated the date of the
Closing, stating that the conditions specified in this Section 3.1 have been satisfied as of the Closing; (ii) copies of any third-party approvals
received and Governmental Approvals; (iii) certified copies of the resolutions of the Seller's board of directors
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