Supercuts 2008 Annual Report Download - page 161

ARTICLE V.2
REPRESENTATIONS AND WARRANTIES OF
MACKENZIE LIMITED PARTNERSHIP
As a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated hereby, Mackenzie hereby
represents and warrants to Buyer that as of the date hereof and as of the Closing Date:
5.2.1 Formation and Organization . Mackenzie is a limited partnership duly formed, organized, validly existing and in good standing
under the laws of its State of formation.
5.2.2 Title to Shares . 500 Class B Shares of the Capital Stock of the Company are held beneficially and of record by Mackenzie, free
and clear of all Encumbrances. At the Closing, Mackenzie shall sell to Buyer good and valid title to all of such 500 Shares, free and clear of all
Encumbrances.
5.2.3 Authorization . The execution, delivery and performance of this Agreement has been duly authorized by the general partner of
Mackenzie, and no other act (partnership or otherwise) or other proceeding is necessary to authorize the execution, delivery or performance of
this Agreement and the consummation of the transactions contemplated hereby by Mackenzie. This Agreement has been duly executed and
delivered by Mackenzie and constitutes a valid and binding obligation of Mackenzie enforceable against it in accordance with its terms (except
as enforceability may be limited by laws relating to bankruptcy, insolvency, winding-up or other similar laws affecting the enforcement of
creditors' rights and by general principles of equity). The assignments, endorsements, stock powers and other instruments of transfer delivered by
Mackenzie to Buyer at the Closing will be sufficient to transfer its entire interest, legal and beneficial, in the 500 Shares held by it. Mackenzie
has, and on the Closing Date will have, full power and authority to convey good and marketable title to all of the 500 Shares held by it, and upon
transfer to Buyer of the certificates representing such Shares, Buyer will receive good and marketable title to such 500 Shares, free and clear of
all Encumbrances.
Mackenzie agrees to and shall indemnify the Buyer Parties and save and hold each of them harmless against and pay on behalf of or reimburse
such Buyer Parties for any Losses which any such Buyer Party suffers, sustains or becomes subject to, as a result of, in connection with, relating
or incidental to or by virtue of any breach of any representation or warranty in this Article V.2 to an aggregate maximum amount of $550,000.
ARTICLE VI
REPRESENTATIONS AND WARRANTIES OF REGIS
As an inducement to Seller to enter into this Agreement and consummate the transactions contemplated hereby, Regis hereby represents and
warrants to Seller that as of the date hereof and as of the Closing Date:
6.1 Organization and Power
. Regis is a corporation duly organized, validly existing and in good standing under the laws of the State of
Minnesota. Regis has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder.
6.2 Authorization . The execution, delivery and performance by Regis of this Agreement and all of the other agreements and
instruments contemplated hereby to which Regis is a party and the consummation of the transactions contemplated hereby have been duly and
validly authorized by Regis, and no other corporate act or proceeding on the part of Regis, its board of directors or stockholders is necessary to
authorize the execution, delivery or performance of this Agreement and all of the other agreements and instruments contemplated hereby to
which Regis is a party and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by
Regis and constitutes a valid and binding obligation of Regis, enforceable in accordance with its terms (except
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