Supercuts 2008 Annual Report Download - page 163

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).
6.1.3 No Violation . Buyer is not subject to nor obligated under its articles of incorporation or by-laws, or any applicable law, rule or
regulation of any governmental authority, or any agreement, instrument, license or permit, or subject to any order, writ, injunction or decree,
which would be breached or violated by its execution, delivery or performance of this Agreement or the consummation of the transactions
contemplated hereby.
6.1.4 Governmental Authorities and Consents . No permit, consent, approval or authorization of, or declaration to or filing with, any
governmental or regulatory authority or any other Person is required in connection with the execution, delivery or performance of this
Agreement by Buyer or the consummation by Buyer of the transactions contemplated hereby.
6.1.5 Litigation . There are no actions, suits, proceedings, orders or investigations pending or, to Buyer's knowledge, threatened against
or affecting Buyer, at law or in equity, or before or by any foreign, federal, state, municipal or other governmental department, commission,
board, bureau, agency or instrumentality, domestic or foreign, which would adversely affect Buyer's performance under this Agreement or the
consummation of the transactions contemplated hereby.
6.1.6 Brokerage . There are no claims for brokerage commissions, finders' fees or similar compensation in connection with the
transactions contemplated by this Agreement based on any arrangement or agreement made by or on behalf of Buyer for which Seller would be
liable.
ARTICLE VII
TERMINATION
7.1 Termination . This Agreement may be terminated at any time prior to the Closing only as follows:
(a) by the mutual written consent of Buyer and Seller;
(b) by Buyer if there has been a material misrepresentation or a material breach of warranty or a material breach of a covenant by any
Seller Party in the representations and warranties or covenants set forth in this Agreement or the Schedules attached hereto, which in the case of
any material misrepresentation or material breach of warranty or covenant has not been cured or waived in writing within fifteen (15) days after
written notification thereof by Buyer to Seller. For the avoidance of doubt, the parties agree that disclosure after the date of this Agreement of an
exception to a representation shall not be deemed to cure a misrepresentation;
(c) by Seller if there has been a material misrepresentation or a material breach of warranty or a material breach of a covenant by Regis or
Buyer in the representations and warranties or covenants set forth in this Agreement or the Schedules hereto, which in the case of any material
misrepresentation or material breach of warranty or covenant has not been cured or waived in writing within fifteen (15) days after written
notification thereof by Seller to Regis and Buyer. For the avoidance of doubt, the parties agree that disclosure after the date of this Agreement of
an exception to a representation shall not be deemed to cure a misrepresentation; or
(d) by either Buyer or Seller if the transactions contemplated hereby have not been consummated by March 31, 2008;
provided that
the party electing termination pursuant to clause (b), (c) or (d) of this Section 7.1 is not in material breach of any of its
representations, warranties, covenants or agreements contained in this Agreement (which, in the case of Seller, shall include any such breach by
Powell and Mackenzie as well). In the event of termination by Buyer or Seller pursuant to this Section 7.1 , written notice thereof (describing in
reasonable detail the basis therefor) shall forthwith be delivered to the other parties.
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