Supercuts 2008 Annual Report Download - page 159

(viii) none of the Company or any of its Subsidiaries is a party to or bound by any Tax allocation or Tax sharing agreement;
(ix) none of Company or any of its Subsidiaries has been a U.S. real property holding corporation within the meaning of
Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code;
(x) none of the Company or its Subsidiaries (A) has been a member of an Affiliated Group filing a consolidated federal income
Tax Return (other than one of which the Company is the common parent) or (B) has any liability for the Taxes of any Person (other than
the Company and its Subsidiaries) under Treasury Regulation § 1.1502-6 (or any similar provision of state, local, or foreign law), as a
transferee or successor, by contract, or otherwise;
(xi) neither the Company nor any of its Subsidiaries is a party to any agreement, contract, arrangement or plan that has resulted or
could result, separately or in the aggregate, in the payment of any "excess parachute payment" within the meaning of Code § 280G (or
any corresponding provision of state, local or foreign Tax law); and
(xii) No Person (other than the Company or its Subsidiaries) has any right to or interest in any Tax refunds that may be payable at
any time to the Company or its Subsidiaries. Without limiting the generality of the foregoing, Seller confirms that no prior owner of the
Company or any Subsidiary (or any of their respective assets or businesses) has any right to receive (or to be paid with respect to receipt
by the Company and its Subsidiaries of) any Tax refund that is allocated to prior periods, including those that result from net operating
losses being carried back to prior periods.
5.20 Brokerage and Transaction Bonuses . Except as set forth on the attached Brokerage Schedule , there are no claims for brokerage
commissions, finders' fees or similar compensation in connection with the transactions contemplated by this Agreement based on any
arrangement or agreement binding upon Seller, the Company or any of its Subsidiaries and any fees, costs or other expenses of any such Person
set forth on the Brokerage Schedule will be borne solely by Seller. There are no bonuses, severance or other similar compensation (discretionary
or otherwise) payable to any employee of the Company or any of its Subsidiaries in connection with or arising out of the transactions
contemplated hereby. The consummation of the transaction contemplated by this agreement will not accelerate the time of payment or vesting of,
or increase the amount of, or result in the forfeiture of compensation or benefits under any Plan.
5.21 Bank Accounts; Locations . The Bank Account Schedule to be delivered to Buyer at least 5 days prior to Closing will list, as of
Closing, all of the Company's and its Subsidiaries' bank accounts (designating each authorized signatory and the level of each signatory's
authorization). All of the tangible assets and properties of the Company and its Subsidiaries are located at the locations set forth on the attached
Locations Schedule.
5.22 Affiliate Transactions . Except as set forth on the attached Affiliated Transactions Schedule , no officer, director, shareholder,
employee, or Affiliate of the Company or any of its Subsidiaries or, to the Company's knowledge, any individual related by blood, marriage or
adoption to any such individual or any entity in which any such Person or individual owns any beneficial interest, is a party to any agreement
(not including employment agreements and benefit arrangements with the Company or its Subsidiaries, which need not be disclosed in the
Affiliated Transactions Schedule
), contract, commitment or transaction with the Company or any of its Subsidiaries or any of the Company's
material suppliers or has any interest in any assets or property used by the Company or any of its Subsidiaries (including any Intellectual
Property Rights). The attached Affiliated Transactions Schedule contains a description of all intercompany services provided to or on behalf of
the Company or any of its Subsidiaries by Seller or its Affiliates (other than the Company and its Subsidiaries) and the costs associated
therewith.
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