Supercuts 2008 Annual Report Download - page 172

9.3 Successors and Assigns. This Agreement and all of the covenants and agreements contained herein and rights, interests or
obligations hereunder, by or on behalf of any of the parties hereto, shall bind and inure to the benefit of the respective heirs, successors and
assigns of the parties hereto whether so expressed or not; provided , that neither this Agreement nor any of the covenants and agreements herein
or rights, interests or obligations hereunder may be assigned or delegated by any Seller Party prior to or after the Closing without the prior
written consent of Buyer. Buyer may assign its rights and obligations pursuant to this Agreement, in whole or in part, in connection with any
disposition or transfer of all or any portion of the Company or any of its Subsidiaries or their respective businesses or assets in any form of
transaction without the consent of any of the other parties hereto. Buyer and, following the Closing, the Company and its Subsidiaries may
assign any or all of its rights pursuant to this Agreement, including its rights to indemnification, to any of their respective lenders as collateral
security.
9.4 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions
of this Agreement.
9.5 Interpretation. The headings and captions used in this Agreement, in any Schedule or Exhibit hereto, in the table of contents or in
any index hereto are for convenience of reference only and do not constitute a part of this Agreement and shall not be deemed to limit,
characterize or in any way affect any provision of this Agreement or any Schedule or Exhibit hereto, and all provisions of this Agreement and
the Schedules and Exhibits hereto shall be enforced and construed as if no caption or heading had been used herein or therein. Any capitalized
terms used in any Schedule or Exhibit attached hereto and not otherwise defined therein shall have the meanings set forth in this Agreement.
Each defined term used in this Agreement shall have a comparable meaning when used in its plural or singular form. The use of the word
"including" (or definitions thereof) herein shall mean "including without limitation" and, unless the context otherwise required, "neither," "nor,"
"any," "either" and "or" shall not be exclusive. The parties hereto intend that each representation, warranty and covenant contained herein shall
have independent significance. If any party has breached any representation, warranty or covenant contained herein in any respect, the fact that
there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity)
which such party has not breached shall not detract from or mitigate the fact that such party is in breach of the first representation, warranty or
covenant. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent
or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise
favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.
9.6 No Third-Party Beneficiaries. Nothing herein expressed or implied is intended or shall be construed to confer upon or give to any
Person other than the parties hereto and their respective permitted successors and assigns, any rights or remedies under or by reason of this
Agreement, such third parties specifically including employees and creditors of the Company and its Subsidiaries.
9.7 Complete Agreement. This Agreement and the agreements and documents referred to herein contain the entire agreement and
understanding among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings whether written
or oral, relating to such subject matter in any way.
9.8 Counterparts. This Agreement may be executed in one or more counterparts (including by means of telecopied or electronically
transmitted signature pages), all of which taken together shall constitute one and the same instrument.
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