Supercuts 2008 Annual Report Download - page 142

consummation of the transactions contemplated hereby or (ii) for Buyer to own the Shares, in each case on terms and conditions satisfactory to
Seller and Buyer, acting reasonably;
(e) Regis shall have executed and delivered the Consulting Agreement; and
(f) At the Closing, Regis and Buyer shall have delivered to Seller a certificate signed by Regis and Buyer, dated the date of the Closing,
stating that the conditions specified in Section 3.2 have been satisfied.
All proceedings to be taken by Regis and Buyer in connection with the consummation of the transactions contemplated hereby and all
documents required to be delivered by Regis and Buyer to effect the transactions contemplated hereby shall be satisfactory in form and substance
to Seller (without any separate approval requirement by Powell or Mackenzie). Any condition specified in this Section 3.2
may be waived if such
waiver is set forth in a writing duly executed by Seller (without any separate waiver required of Powell or Mackenzie).
ARTICLE IV
COVENANTS PRIOR TO CLOSING
Each of the parties agrees as follows with respect to the period between the date of this Agreement and the Closing:
4.1 General . Subject to the terms of this Agreement, each party shall use reasonable best efforts to take all actions and do all things
necessary, proper or advisable in order to consummate and make effective the transactions contemplated by this Agreement (including
satisfaction, but not waiver, of the conditions set forth in Article III above). Without limiting the foregoing, each of the parties shall execute and
deliver all agreements and other documents required to be delivered by or on behalf of such party or any of its Subsidiaries under Article III
above.
4.2 Maintenance of Business
. The Company shall (and the Company shall cause its Subsidiaries to) (a) maintain their material assets in
good operating condition and repair in accordance with past practices (normal wear and tear excepted), (b) maintain insurance comparable to that
in effect on the date of the Latest Balance Sheet, (c) maintain inventory and supplies at customary and adequate operating levels consistent with
past practice (except as otherwise agreed by Buyer and Seller in writing, including in relation to inventory that the parties anticipate can be
obtained by Buyer on more favourable terms following Closing) and replace in accordance with past practice any inoperable, worn out, damaged
or obsolete assets with modern assets of at least comparable quality, (d) maintain its books, accounts and records in accordance with past custom
and practice as used in the preparation of the Latest Balance Sheet and the financial statements described in Section 5.5 below and provide
accruals for Taxes, obsolete inventory, vacation and other items to the full extent required under GAAP, (e) make capital expenditures in a
manner consistent with past practice (other than the purchase for cash of BeautyMetrix machines by BeautyFirst and/or PureBeauty from
Cameron Capital Technologies Inc. prior to Closing as disclosed to and agreed by Regis) and (f) maintain in full force and effect the existence of
all material Intellectual Property Rights.
4.3 Third-Party Notices and Consents . The Seller Parties shall use reasonable commercial efforts to (a) give all required notices to
third parties and (b) obtain all third-party approvals in connection with the matters contemplated by this Agreement for any instrument, contract,
lease, license or other agreement requiring any such notice or consent. Buyer shall cooperate with the Seller Parties and Buyer shall use
reasonable commercial efforts to assist Seller Parties in obtaining such third-party approvals, including the provision of reasonable information
to contractual counterparties.
4.4 Governmental Notices and Consents . Each of the parties shall give any notices to, make any filings with, and use reasonable best
efforts to obtain, any material authorizations, consents and
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