Supercuts 2008 Annual Report Download - page 165

(b) Indemnification by Buyer . Buyer agrees to and shall indemnify Seller and its Affiliates, employees, agents, partners,
representatives, successors and permitted assigns (" Seller Group Members
") and hold them harmless against any Losses which any such
Seller Group Member suffers, sustains or becomes subject to, as the result of, in connection with, relating or incidental to or by virtue of
the breach by Buyer or Regis of any representation, warranty, covenant or agreement made by Buyer or Regis in this Agreement, any of
the Schedules attached hereto or any of the certificates furnished by Buyer or Regis pursuant to this Agreement.
(c) Manner of Payment . Any indemnification of the Seller Group Members pursuant to this Section 8.2 shall be effected by
wire transfer of immediately available funds from Buyer to an account designated by the applicable Seller Group Member, as the case
may be, within ten (10) days after the determination thereof. Any indemnification of the Buyer Parties pursuant to this Section 8.2 shall
be made solely as provided in Section 8.2(g) ; provided , that in connection with any such indemnification (i) with respect to any
Specified Representation and Warranty, or (ii) under Sections 8.2(a)(ii) or 8.2(a)(iii)
, the Buyer may require such payment to be made by
wire transfer of immediately available funds from Seller to an account designated by the applicable Buyer Party, as the case may be,
within ten (10) days after the determination thereof Any such indemnification payments shall include interest at the Applicable Rate
calculated on the basis of the actual number of days elapsed over 360, from the date any such Loss is suffered or sustained to the date of
payment.
(d) Defense of Third-Party Claims . Any Person making a claim for indemnification under this Section 8.2 (an " Indemnitee ")
shall notify the indemnifying party (an " Indemnitor ") of the claim in writing promptly after receiving written notice of any action,
lawsuit, proceeding, investigation or other claim against it (if by a third party), describing the claim, the amount thereof (if known and
quantifiable) and the basis thereof; provided , that the failure to so notify an Indemnitor shall not relieve the Indemnitor of its obligations
hereunder except to the extent that (and only to the extent that) the Indemnitor has been materially prejudiced thereby. Any Indemnitor
shall be entitled to participate in the defense of such action, lawsuit, proceeding, investigation or other claim giving rise to an
Indemnitee's claim for indemnification at such Indemnitor's expense, and at its option (subject to the limitations set forth below) shall be
entitled to assume the defense thereof by appointing a nationally recognized and reputable counsel reasonably acceptable to the
Indemnitee to be the lead counsel in connection with such defense; provided , that, prior to the Indemnitor assuming control of such
defense it shall first (i) verify to the Indemnitee in writing that such Indemnitor shall be fully responsible (with no reservation of any
rights) for all liabilities and obligations relating to such claim for indemnification and that (without regard to any dollar or source
limitations otherwise set forth herein) it shall provide full indemnification (whether or not otherwise required hereunder) to the
Indemnitee with respect to such action, lawsuit, proceeding, investigation or other claim giving rise to such claim for indemnification
hereunder and (ii) enter into an agreement with the Indemnitee in form and substance satisfactory to the Indemnitee which agreement
unconditionally guarantees the payment and performance of any liability or obligation which may arise with respect to such action,
lawsuit, proceeding, investigation or facts giving rise to such claim for indemnification hereunder; and provided , further , that:
(i) the Indemnitee shall be entitled to participate in the defense of such claim and to employ counsel of its choice for such purpose;
provided , that the fees and expenses of such separate counsel shall be borne by the Indemnitee (other than any fees and expenses of such
separate counsel that are incurred prior to the date the Indemnitor effectively assumes control of such defense which, notwithstanding the
foregoing, shall be borne by the Indemnitor, and except that the Indemnitor shall pay all of the fees and expenses of such separate counsel
if the Indemnitee
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