Supercuts 2008 Annual Report Download - page 149

collectible at the aggregate recorded amount therefor (net of allowances for doubtful accounts determined in accordance with GAAP, which, in
the case of receivables reflected on the Latest Balance Sheet, are only such allowances reflected thereon). Other than the lenders under the Harris
Bank Agreements, no Person has any Lien on such receivables or any part thereof, and no agreement for deduction, free goods, discount or other
deferred price or quantity adjustment has been made with respect to any such receivables.
5.7 Absence of Undisclosed Liabilities . Except as set forth on the attached Liabilities Schedule , none of the Company or any of its
Subsidiaries has nor, to the knowledge of the Company, will have any obligation or liability (whether accrued, absolute, contingent, unliquidated
or otherwise, whether due or to become due and regardless of when or by whom asserted) arising out of any transaction entered into at or prior to
the date hereof, or any action or inaction at or prior to the date hereof, or any state of facts existing at or prior to the date hereof, other than
(a) liabilities reflected on the Latest Balance Sheet, (b) liabilities and obligations which have arisen after the date of the Latest Balance Sheet in
the ordinary course of business (none of which is a liability for breach of contract, breach of warranty, tort, infringement, violation of law, claim
or lawsuit), (c) obligations under (i) contracts and commitments described on the attached Contracts Schedule , (ii) contracts and commitments
entered into in the ordinary course of business consistent with past practice after the date of this Agreement in compliance with Section 4.5
hereof, or (iii) contracts and commitments entered into in the ordinary course of business consistent with past practice which are not required to
be disclosed on the Contracts Schedule pursuant to Section 5.11
below (but not, in any case under this clause (c), liabilities for any breach of any
such contract or commitment occurring on or prior to the Closing Date), and (d) other liabilities and obligations expressly disclosed in the other
Schedules referred to in this Article V.
5.8 [Intentionally Deleted.]
5.9 Absence of Certain Developments . Except (i) as set forth on the attached Developments Schedule, (ii) pursuant to the Harris Bank
Agreements (iii) as set forth in the financial statements delivered pursuant to Section 5.5(c) or (iv) as contemplated or provided in this
Agreement, since June 27, 2007, none of the Company or any of its Subsidiaries has:
(a) issued any notes, bonds or other debt securities or any Capital Stock or other equity securities or any securities or rights convertible,
exchangeable or exercisable into any Capital Stock or other equity securities;
(b) borrowed any amount or incurred or become subject to any material liabilities, except current liabilities incurred in the ordinary course
of business consistent with past practice;
(c) discharged or satisfied any material Lien or paid any material obligation or liability, other than current liabilities paid in the ordinary
course of business;
(d) declared, set aside or made any payment or distribution of cash or other property to any of its stockholders with respect to its Capital
Stock or otherwise, or purchased, redeemed or otherwise acquired any Capital Stock or other equity securities (including any warrants, options
or other rights to acquire its Capital Stock or other equity);
(e) mortgaged or pledged any of its properties or assets or subjected them to any Lien, except for Permitted Liens and Liens pursuant to the
Harris Bank Agreements;
(f) sold, assigned, transferred, leased, licensed or otherwise encumbered any of its material tangible or intangible assets, except in the
ordinary course of business consistent with past practice, or cancelled any material debts or claims;
(g) sold, assigned, transferred, leased, licensed or otherwise encumbered any material Intellectual Property Rights, disclosed any material
proprietary confidential information to any Person (other than to Buyer and its Affiliates), or abandoned or permitted to lapse any material
Intellectual Property Rights;
23