Supercuts 2008 Annual Report Download - page 155

in which it is sought to restrain or prohibit or to obtain damages or other relief in connection with the transactions contemplated hereby.
5.14 Compliance with Laws . Except as set forth on the attached Compliance Schedule :
(a) Each of the Company and its Subsidiaries has materially complied and is in material compliance with all applicable laws, ordinances,
codes, rules, requirements and regulations of foreign, federal, state and local governments and all agencies thereof relating to the operation of its
business and the maintenance and operation of its properties and assets. No written notices have been received by and no claims have been filed
against the Company or any of its Subsidiaries alleging a violation of any such laws, ordinances, codes, rules, requirements or regulations, and,
to the knowledge of the Company, in the past nineteen (19) months none of the Company or any of its Subsidiaries have been subject to any
material adverse inspection, finding, investigation, penalty assessment, audit or other compliance or enforcement action. Neither the Company
nor any of its Subsidiaries has made any political contributions, bribes, kickback payments or other similar payments of cash or other
consideration, including payments to customers or clients or employees of customers or clients for purposes of doing business with such Persons;
provided, that Seller makes no representation as to whether the Company or its Subsidiaries made any such payments prior to June 1, 2006.
(b) Each of the Company and its Subsidiaries holds and is in material compliance with all material permits, licenses, bonds, approvals,
certificates, registrations, accreditations and other authorizations of all foreign, federal, state and local governmental agencies required for the
conduct of its business and the ownership of its properties, and the attached Permits Schedule sets forth a list of all of such material permits,
licenses, bonds, approvals, certificates, registrations, accreditations and other authorizations. No written notices have been received by the
Company or any of its Subsidiaries alleging the failure to hold any of the foregoing. All of such material permits, licenses, bonds, approvals,
accreditations, certificates, registrations and authorizations will be available for use by the Company and its Subsidiaries immediately after the
Closing.
5.15 Environmental and Safety Matters . Except as set forth on the attached Environmental and Safety Matters Schedule :
(a) Each of the Company and its Subsidiaries has complied and is in compliance with all Environmental and Safety Requirements in all
material respects.
(b) Without limiting the generality of the foregoing, each of the Company and its Subsidiaries has obtained and complied in all material
respects with, and is in material compliance with, all material permits, licenses and other authorizations that are required pursuant to
Environmental and Safety Requirements for the occupation of its facilities and the operation of its business.
(c) Since June 1, 2006 and, to the Company's knowledge, prior thereto, neither the Company nor any of its Subsidiaries has received any
written or oral notice, report or other information regarding any actual or alleged violation of Environmental and Safety Requirements, or any
material liabilities or potential material liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any investigatory,
remedial or corrective obligations, relating to any of them or its facilities arising under Environmental and Safety Requirements.
(d) To the Company's knowledge, none of the following exists at any property or facility owned or operated by the Company or its
Subsidiaries: (i) underground storage tanks, (ii) asbestos containing material in any form or condition, (iii) materials or equipment containing
polychlorinated biphenyls, or (iv) landfills, surface impoundments, or disposal areas.
(e) None of the Company, its Subsidiaries, or, to the knowledge of the Company, their respective predecessors or Affiliates, has treated,
stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any hazardous substance, or, to the knowledge of
the Company,
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