Supercuts 2008 Annual Report Download - page 164

7.2 Effect of Termination . In the event of termination of this Agreement by Buyer or Seller as provided above, this Agreement shall
forthwith terminate and have no further force and effect, except that (a) the covenants and agreements set forth in this Section 7.2 and
Sections 8.5 (Expenses), 8.6 (Specific Performance) and 8.9 (Confidentiality) and Article IX (Miscellaneous) shall survive such termination
indefinitely and (b) nothing in Section 7.1 or this Section 7.2 shall be deemed to release any party from any liability for any breach by such party
of the terms and provisions of this Agreement or to impair the right of any party to compel specific performance by another party of its
obligations under this Agreement.
ARTICLE VIII
ADDITIONAL AGREEMENTS; COVENANTS AFTER CLOSING
8.1 Survival of Representations and Warranties . The representations and warranties in this Agreement and the Schedules and Exhibits
attached hereto shall survive the Closing as follows:
(a) the representations and warranties in Section 5.19 (Tax Matters) shall terminate when the applicable statutes of limitations with respect
to the liabilities in question expire (after giving effect to any extensions or waivers thereof), plus thirty (30) days;
(b) the representations and warranties in Section 5.15 (Environmental and Safety Requirements) and Section 5.17 (Employee Benefit
Plans) shall terminate on the seventh anniversary of the Closing Date;
(c) the representations and warranties in Section 5.1 (Corporate Organization), Section 5.2 (Capital Stock and Related Matters; Title to
Shares), Section 5.3(a) (Authorization), Section 5.4 (Subsidiaries), Section 5.20 (Brokerage and Transaction Bonuses), Section 5.22 (Affiliate
Transactions), Section 6.1 (Organization and Power) and Section 6.2 (Authorization), shall not terminate; and
(d) all other representations and warranties in this Agreement shall terminate on the first anniversary of the Closing Date;
provided that
any representation or warranty in respect of which indemnity may be sought under Section 8.2 below, and the indemnity with
respect thereto, shall survive the time at which it would otherwise terminate pursuant to this Section 8.1 if notice of the inaccuracy or breach or
potential inaccuracy or breach thereof giving rise to such right or potential right of indemnity shall have been given to the party against whom
such indemnity may be sought prior to such time (regardless of when the Losses in respect thereof may actually be incurred). The representations
and warranties in this Agreement and the Schedules and Exhibits attached hereto or in any writing delivered by any party to another party in
connection with this Agreement shall survive for the periods set forth in this Section 8.1 .
8.2 Indemnification.
(a) Indemnification by Seller . Seller 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: (i) any breach by Seller of any representation or
warranty made by Seller in this Agreement or any of the Schedules attached hereto, or in any of the certificates furnished by the Seller
pursuant to this Agreement; (ii) any breach of any covenant or agreement by any Seller Party under this Agreement or any of the
Schedules attached hereto, or in any of the certificates furnished by the Seller pursuant to this Agreement; or (iii) the Excluded
Subsidiaries and the transactions pursuant to which their assets and liabilities were transferred to and/or assumed by CC Newco
(including but not limited to Tax liabilities).
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