Supercuts 2008 Annual Report Download - page 167

in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, and whether arising under any agreement or
understanding (but not any claims, liabilities or obligations arising under this Agreement or any of the other agreements executed and
delivered by Buyer in connection herewith) or otherwise at law or equity, and each of Seller, Powell and Mackenzie agrees that it shall
not (and that it shall cause its Affiliates not to) seek to recover any amounts in connection therewith or thereunder from the Company or
its Subsidiaries. In no event shall the Company or its Subsidiaries have any liability whatsoever to Seller, Powell or Mackenzie (or any of
their Affiliates) for breaches of the representations, warranties, agreements or covenants of any Seller Party hereunder, and no Seller
Party shall (and shall cause its Affiliates not to) in any event seek contribution from the Company or its Subsidiaries in respect of any
payments required to be made by Seller pursuant to this Agreement.
(g) Certain Limits on Indemnification for Seller Representations . Seller shall not have any liability (or Buyer any recourse)
under Section 8.2(a)(i) above (other than with respect to the representations and warranties contained 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), and Section 5.22 (Affiliate Transactions) (collectively, the " Specified
Representations and Warranties ")), in each case other than (A) as Buyer may obtain from the Escrow Funds (as defined in the Escrow
Agreement) in the Escrow Account (as defined in the Escrow Agreement), and (B) as may be recovered by reducing amounts payable to
CC Newco under the Consulting Agreement as contemplated by the Consulting Agreement. Notwithstanding the foregoing, nothing in
this Agreement (including this Section 8.2(g) ) shall limit or restrict any of the Buyer Parties' right to maintain or recover any amounts in
connection with any action or claim based upon fraud.
(h) Treatment of Indemnification Payments. All indemnification payments under this Section 8.2 (including those recovered by
offset against amounts payable by Buyer under the Consulting Agreement) shall be deemed adjustments to the Purchase Price set forth in
Section 2.3(a) above. Notwithstanding anything herein to the contrary, no investigation or knowledge of any party, whenever undertaken
or however obtained, shall limit such party's right to indemnification hereunder in any manner.
(i) Guaranty. CCC hereby unconditionally and irrevocably guarantees to Buyer the full and complete payment when due of all
amounts payable by Seller to Buyer or any Buyer Party under (A) Section 8.2(a)(i)
but only with respect to the Specified Representations
and Warranties, and (B) Section 8.2(a)(iii) . CCC agrees that this guaranty is a present and continuing guaranty of payment and not of
collectibility. CCC agrees that such obligations shall be primary obligations of CCC, shall not be subject to any counterclaim, set-off,
abatement, deferment or defense based upon any claim that CCC may have against any Person, and shall remain in full force and effect
without regard to, and shall not be released, discharged, limited or affected in any way by any circumstance or condition (whether or not
CCC shall have any knowledge thereof), including, without limitation, any voluntary or involuntary bankruptcy, insolvency,
reorganization, arrangement, readjustment, assignment for the benefit of creditors, composition, receivership, liquidation, marshalling of
assets and liabilities or similar events or proceedings with respect to Seller or any other Person. CCC unconditionally waives, to the
extent permitted by law, all notices, demands, presentment and protest, and all suretyship defenses.
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