Supercuts 2008 Annual Report Download - page 224

such liability) under Section 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v) neither the Company nor any ERISA
Affiliate has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA.
6.08 Use of Proceeds; Margin Regulations. The proceeds of the Loans are to be used solely for the purposes set forth in and permitted
by Section 7.12 . Neither the Company nor any Subsidiary is generally engaged in the business of purchasing or selling Margin Stock or
extending credit for the purpose of purchasing or carrying Margin Stock.
6.09 Title to Properties. The Company and each Subsidiary have good record and marketable title in fee simple to, or valid leasehold
interests in, all real property necessary or used in the ordinary conduct of their respective businesses, except for such defects in title as could not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As of the Effective Date, the property of the
Company and its Subsidiaries is subject to no Liens, other than Permitted Liens.
6.10 Taxes. The Company and its Subsidiaries have filed all Federal and other material tax returns and reports required to be filed, and
have paid all Federal and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their
properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings and for
which adequate reserves have been provided in accordance with GAAP. There is no proposed tax assessment against the Company or any
Subsidiary that would, if made, have a Material Adverse Effect.
6.11 Financial Condition. (a) The audited consolidated financial statements of the Company and its Subsidiaries dated June 30, 2006,
and the related consolidated statements of income or operations, shareholders' equity and cash flows for the fiscal year ended on that date:
(x) were prepared in accordance with GAAP consistently applied throughout the period covered thereby;
(y) fairly present the financial condition of the Company and its Subsidiaries as of the date thereof and results of operations for the
period covered thereby; and
(z) except as specifically disclosed in Schedule 6.11 , show all material indebtedness and other liabilities, direct or contingent, of
the Company and its Subsidiaries as of the date thereof.
(b) Since June 30, 2006 there has been no Material Adverse Effect.
6.12 Environmental Matters. Except as specifically disclosed in Schedule 6.12:
(a) The on-going operations of the Company and each of its Subsidiaries comply in all respects with all Environmental Laws, except such
non-compliance which would not (if enforced in accordance with applicable law) result in liability in excess of $5,000,000 in the aggregate
(exclusive of amounts payable under insurance policies and indemnity agreements which the Company or such Subsidiary reasonably expects to
receive).
(b) The Company and each of its Subsidiaries have obtained all licenses, permits, authorizations and registrations required under any
Environmental Law (" Environmental Permits ") and necessary for their respective ordinary course operations, all such Environmental Permits
are in good standing, and the Company and each of its Subsidiaries are in compliance with all material terms and conditions of such
Environmental Permits.
(c) None of the Company, any of its Subsidiaries or any of their respective present property or operations is subject to any outstanding
written order from or agreement with any Governmental Authority, nor subject to (i) any judicial or docketed administrative proceeding,
respecting any Environmental Law, Environmental Claim or Hazardous Material or (ii) to the extent that it could
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