Supercuts 2008 Annual Report Download - page 162

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) and each of the other agreements and instruments contemplated hereby to which Regis is a
party, when executed and delivered by Regis, in accordance with the terms hereof, shall each constitute a valid and binding obligation of Regis,
as applicable, enforceable with its respective 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).
6.3 No Violation . Regis is not subject to nor obligated under its articles of incorporation or by-laws, or any applicable law, rule or
regulation of any governmental authority, or any agreement, instrument, license or permit, or subject to any order, writ, injunction or decree,
which would be breached or violated by its execution, delivery or performance of this Agreement or the consummation of the transactions
contemplated hereby.
6.4 Governmental Authorities and Consents . No permit, consent, approval or authorization of, or declaration to or filing with, any
governmental or regulatory authority or any other Person is required in connection with the execution, delivery or performance of this
Agreement by Regis or the consummation by Regis of the transactions contemplated hereby.
6.5 Litigation
. There are no actions, suits, proceedings, orders or investigations pending or, to Regis's knowledge, threatened against or
affecting Regis, at law or in equity, or before or by any foreign, federal, state, municipal or other governmental department, commission, board,
bureau, agency or instrumentality, domestic or foreign, which would adversely affect Regis's performance under this Agreement or the
consummation of the transactions contemplated hereby.
6.6 Brokerage . 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 made by or on behalf of Regis for which Seller would be
liable.
ARTICLE VI.1
REPRESENTATIONS AND WARRANTIES RELATING TO THE BUYER
As an inducement to Seller to enter into this Agreement and consummate the transactions contemplated hereby, Regis and the Buyer hereby
represent and warrant to Seller that as of the date hereof and as of the Closing Date:
6.1.1 Organization and Power
. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State
of Colorado. Buyer has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations
hereunder.
6.1.2 Authorization . The execution, delivery and performance by Buyer of this Agreement and all of the other agreements and
instruments contemplated hereby to which Buyer is a party and the consummation of the transactions contemplated hereby have been duly and
validly authorized by Buyer, and no other corporate act or proceeding on the part of Buyer, 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 Buyer is a party and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by
Buyer and constitutes a valid and binding obligation of Buyer, enforceable 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) and each of the other agreements and instruments contemplated hereby to which Buyer is a party, when executed and
delivered by Buyer, in accordance with the terms hereof, shall each constitute a valid and binding obligation of Buyer, as applicable, enforceable
with its respective terms (except as enforceability
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