Supercuts 2008 Annual Report Download - page 133

" Preliminary Headquarter Cost Statement " has the meaning set forth in Section 2.4(c) .
" Purchase Price " has the meaning set forth in Section 2.3(a) .
" Realty Leases " has the meaning set forth in Section 5.10(b) .
" Securities Act " means the Securities Act of 1933, as amended, or any similar federal law then in force.
" Seller Parties " means (i) during the period prior to Closing, each of Seller, Powell, Mackenzie, CCC, the Company, CC1, BeautyFirst
and PureBeauty, and (ii) from and after Closing, the Seller, Powell, Mackenzie and CCC.
" Seller Group Members " has the meaning set forth in Section 8.2(b) .
" Specified Representations and Warranties " has the meaning set forth in Section 8.2(g) .
" Straddle Tax Return " has the meaning set forth in Section 8.9(c) .
" Subsidiary " means, with respect to any Person, any corporation, partnership, limited liability company, association, joint venture or other
business entity of which (i) if a corporation, at least 50% of the total voting power of shares of stock entitled (irrespective of whether, at the time,
stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) to
vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or
more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a partnership, limited liability company, association, joint
venture or other business entity, at least 25% of the partnership, joint venture or other similar ownership interest thereof is at the time owned or
controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof.
" Tax " means any (i) federal, state, local or foreign income, gross receipts, franchise, estimated, alternative minimum, add-on minimum,
sales, use, transfer, registration, value added, excise, natural resources, severance, stamp, occupation, premium, windfall profit, environmental,
customs, duties, real property, personal property, capital stock, social security, unemployment, disability, payroll, license, employee or other
withholding, or other tax, of any kind whatsoever, including any interest, penalties or additions to tax or additional amounts in respect of the
foregoing whether disputed or not; (ii) liability of the Company or any of its Subsidiaries for the payment of any amounts of the type described
in clause (i) above arising as a result of being (or ceasing to be) a member of any Affiliated Group (or being included (or required to be included)
in any Tax Return relating thereto); and (iii) liability of the Company or any of its Subsidiaries for the payment of any amounts of the type
described in clause (i) above as a result of any express or implied obligation to indemnify or otherwise assume or succeed to the liability of any
other Person.
" Tax Returns " means returns, declarations, reports, claims for refund, information returns or other documents (including any related or
supporting schedules, statements or information) filed or required to be filed in connection with the determination, assessment or collection of
any Taxes of any party or the administration of any laws, regulations or administrative requirements relating to any Taxes.
ARTICLE II
PURCHASE AND SALE OF THE SHARES
2.1 Basic Transaction.
(a) On the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer shall purchase from Seller, and Seller shall
sell, convey, assign, transfer and deliver to Buyer, 14,758 Shares, free and clear of all Encumbrances.
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