Supercuts 2008 Annual Report Download - page 144

borrowed funds and other customary expenses as they become due; (xvii) pay any amount to or transfer any asset to the Seller or any of its
Affiliates; (xviii) assume, pay or satisfy any liability or obligation of the Seller or any of its Affiliates; or (xiv) grant or take any license to any
Intellectual Property Rights or transfer or encumber any Intellectual Property Rights; or
(d) enter into any transaction, arrangement or contract with any Person except on an arm's-length basis in the ordinary course of business
consistent with past custom and practice.
Notwithstanding the foregoing, nothing in this Section 4.5 shall prohibit the Company or any Seller from taking any action or omitting to
take any action as required or as expressly contemplated by this Agreement.
4.6 Access . The Seller Parties shall afford, and cause its officers, managers, directors, employees, attorneys, accountants and other
agents to afford, to Buyer and its accounting, legal and other representatives and potential lenders, as well as their respective officers, employees,
affiliates and other agents, full and complete access upon request at all reasonable times and during normal business hours, upon reasonable
notice, to the Company's and its Subsidiaries' personnel and to business, financial, legal, tax, compensation and other data and information
concerning the Company's and its Subsidiaries' affairs and operations. The Company shall provide information to Buyer, as and when reasonably
requested, concerning the status of the operations, finances and affairs of the Company and its Subsidiaries. Any requests by Buyer for such
access shall be made solely to Steven Hudson or Powell unless otherwise consented to by either Steven Hudson or Powell.
4.7 Notice of Material Developments . Each party shall give prompt written notice to the other parties of (i) any material variances in
any of its representations or warranties contained in Articles V , V.1 , V.2 , VI or VI.1 below, as the case may be, (ii) any breach of any covenant
hereunder by such party and (iii) any other material development affecting the ability of such party to consummate the transactions contemplated
by this Agreement.
4.8 Exclusivity . None of the Seller Parties shall (and they shall cause their respective Affiliates, representatives, officers, managers,
employees, directors and agents not to), directly or indirectly, (i) submit, solicit, initiate, encourage or discuss any proposal or offer from any
Person (other than Buyer and its Affiliates in connection with the transactions contemplated hereby) or enter into any agreement or accept any
offer relating to or consummate any (a) reorganization, liquidation, dissolution or recapitalization of the Company or any of its Subsidiaries,
(b) merger or consolidation involving the Company or any of its Subsidiaries, (c) purchase or sale of any assets, Capital Stock (or any rights to
acquire, or securities convertible into or exchangeable for, any such Capital Stock) of the Company or any of its Subsidiaries (other than the
purchase and sale of inventory and the purchase of capital equipment in the ordinary course of business consistent with past custom and
practice), or (d) similar transaction or business combination involving the Company or any of its Subsidiaries or their business or assets (each of
the foregoing transactions described in clauses (a) through (d), a " Company Transaction ") or (ii) furnish any information with respect to, assist
or participate in or facilitate in any other manner any effort or attempt by any Person (other than Buyer and its Affiliates) to do or seek to do any
of the foregoing. The Seller Parties agree to notify Buyer immediately if any Person makes any proposal, offer, inquiry or contact with respect to
a Company Transaction. If any of the provisions of this Section 4.8 are breached and the transactions contemplated hereby are not consummated
for any reason, the Seller Parties shall promptly reimburse Buyer and its Affiliates for all out-of-pocket fees and expenses incurred before or
after the date of this Agreement by Buyer and its Affiliates related to the transactions contemplated hereby, including fees and expenses of legal
counsel, accountants and other consultants and advisors retained by Buyer and its Affiliates in connection with the transactions contemplated
hereby. The foregoing provisions are in addition to, and not in derogation of, any other remedy that Buyer and its Affiliates may have for a
breach of this Section 4.8.
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