Supercuts 2008 Annual Report Download - page 160

Except as set forth and described on the attached Affiliated Transactions Schedule , none of the assets, tangible or intangible, or properties that
are used by the Company or any of its Subsidiaries are owned by Seller or its Affiliates (other than the Company and its Subsidiaries).
5.23 Certain Indebtedness Matters . Since the date of the Latest Balance Sheet and through the Closing, the Company and its
Subsidiaries have operated in the ordinary course with respect to gift cards and gift certificates. The total amount of personnel bonuses due from
the Company and its Subsidiaries as of the Closing will not exceed $335,000, of which none shall be due to Steven Hudson.
5.24 Disclosure . Neither this Article V or any of the Exhibits or Schedules attached hereto nor any of the certificates or other items
prepared and supplied to Buyer or its Affiliates by or on behalf of the Company, its Subsidiaries or Seller pursuant to this Agreement contain any
untrue statement of a material fact or, to the knowledge of the Company, omit a material fact necessary to make each statement contained herein
or therein, in light of the circumstances in which they were made, not misleading.
ARTICLE V.1
REPRESENTATIONS AND WARRANTIES OF STEPHEN POWELL
As a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated hereby, Powell hereby
represents and warrants to Buyer that as of the date hereof and as of the Closing Date:
5.1.1 Title to Shares . 500 Class B Shares of the Capital Stock of the Company are held beneficially and of record by the Powell, free
and clear of all Encumbrances. At the Closing, Powell shall sell to Buyer good and valid title to all of such 500 Shares, free and clear of all
Encumbrances.
5.1.2 Authorization . This Agreement has been duly executed and delivered by Powell and constitutes a valid and binding obligation of
Powell enforceable against him in accordance with its terms (except as enforceability may be limited by laws relating to bankruptcy, insolvency,
winding-up or other similar laws affecting the enforcement of creditors' rights and by general principles of equity). The assignments,
endorsements, stock powers and other instruments of transfer delivered by Powell to Buyer at the Closing will be sufficient to transfer his entire
interest, legal and beneficial, in the 500 Shares held by him. Powell has, and on the Closing Date will have, full power and authority to convey
good and marketable title to all of the 500 Shares held by him, and upon transfer to Buyer of the certificates representing such Shares, Buyer will
receive good and marketable title to such 500 Shares, free and clear of all Encumbrances.
Powell agrees to and shall indemnify the Buyer Parties and save and hold each of them harmless against and pay on behalf of or reimburse such
Buyer Parties for any Losses which any such Buyer Party suffers, sustains or becomes subject to, as a result of, in connection with, relating or
incidental to or by virtue of any breach of any representation or warranty in this Article V.1 to an aggregate maximum amount of $550,000.
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