Supercuts 2008 Annual Report Download - page 166

has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnitor and the Indemnitee);
(ii) the Indemnitor shall not be entitled to assume control of such defense (unless otherwise agreed to in writing by the Indemnitee)
and shall pay the fees and expenses of counsel retained by the Indemnitee if (1) the claim for indemnification relates to or arises in
connection with any criminal or quasi-criminal proceeding, action, indictment, allegation or investigation; (2) the Indemnitee reasonably
believes an adverse determination with respect to the action, lawsuit, investigation, proceeding or other claim giving rise to such claim
for indemnification would be detrimental to or injure the Indemnitee's reputation or future business prospects; (3) the claim seeks an
injunction or equitable relief against the Indemnitee; (4) the Indemnitee has been advised by counsel that a reasonable likelihood exists of
a conflict of interest between the Indemnitor and the Indemnitee; (5) upon petition by the Indemnitee, the appropriate court rules that the
Indemnitor failed or is failing to vigorously prosecute or defend such claim or (6) the Indemnitee reasonably believes that the Loss
relating to the claim could exceed the maximum amount that such Indemnitee could then be entitled and expected to recover under the
applicable provisions of Section 8.2 ; and
(iii) if the Indemnitor shall control the defense of any such claim, the Indemnitor shall obtain the prior written consent of the
Indemnitee before entering into any settlement of a claim or ceasing to defend such claim if, pursuant to or as a result of such settlement
or cessation, injunctive or other equitable relief will be imposed against the Indemnitee or if such settlement does not expressly and
unconditionally release the Indemnitee from all liabilities and obligations with respect to such claim, without prejudice.
(e) Direct Claims . Notwithstanding anything herein to the contrary, any claim by an Indemnitee for indemnification not
involving a third party claim may be asserted by giving the Indemnitor written notice thereof. If the Indemnitor does not notify the
Indemnitee within thirty (30) calendar days following its receipt of such notice that the Indemnitor disputes its liability to the Indemnitee,
such claim specified by the Indemnitee in such notice shall be conclusively deemed an obligation of the Indemnitor hereunder, and the
Indemnitor will pay the amount of such Losses to the Indemnitee on demand. Any disputes with respect to any claim under this
Section 8.2(e) shall be resolved by arbitration in the manner provided in Section 9.11 below.
(f) Certain Waivers; etc . Each of Seller, Powell and Mackenzie hereby agrees that it shall not (and shall cause its Affiliates not
to) make any claim for indemnification against Buyer, the Company, its Subsidiaries or any of their respective Affiliates by reason of the
fact that Seller, Powell or Mackenzie or any Affiliate of them is or was a shareholder, member, director, manager, officer, employee or
agent of the Company or its Subsidiaries or is or was serving at the request of the Company, its Subsidiaries or any of its Affiliates as a
partner, manager, trustee, director, officer, employee or agent of another entity (whether such claim is for judgments, damages, penalties,
fines, costs, amounts paid in settlement, losses, expenses or otherwise and whether such claim is pursuant to any statute, charter
document, bylaw, agreement or otherwise) with respect to any action, suit, proceeding, complaint, claim or demand brought by any of the
Buyer Parties pursuant to this Agreement or applicable law or otherwise, and each of Seller, Powell and Mackenzie (on its own behalf
and on behalf of its Affiliates) hereby acknowledges and agrees that it shall not have any claim or right to contribution or indemnity from
the Company or its Subsidiaries with respect to any amounts paid by it pursuant to this Agreement or otherwise. Effective upon the
Closing, each of Seller, Powell and Mackenzie (on its own behalf and on behalf of its Affiliates) hereby irrevocably waives, releases and
discharges the Company and its Subsidiaries from any and all liabilities and obligations to it of any kind or nature whatsoever, whether in
its capacity as a shareholder, manager, member, officer or director of the Company or its Subsidiaries or otherwise (including in respect
of any rights of contribution or indemnification),
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