Common use of Franchisees Clause in Contracts

Franchisees. (i) Spinco has provided to Regis a true, correct and complete list of all states in the United States and countries or jurisdictions in which Persons (“Spinco Franchisees”) to whom Spinco or any of its Subsidiaries have sold a “franchise” or “business opportunity” under the “Disclosure Requirements and Prohibitions Concerning Franchising and Business Opportunity Ventures” rules of the FTC or any other Applicable Laws that govern the offer and sale of “franchises” or “business opportunities” are located. (ii) Spinco has delivered to Regis true, correct and complete copies of Spinco’s and its Subsidiaries’ Uniform Franchise Offering Circulars and any other international disclosure documents (“Spinco UFOCs”), which are currently being used in connection with the offers to sell and the sales of its franchises. The Spinco UFOCs currently used by Spinco and its Subsidiaries and any other offering circulars previously used by Regis and its Subsidiaries do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except for such untrue statements or omissions that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Spinco. Spinco and its Subsidiaries are in compliance with all Applicable Laws (including, in the United States, the Uniform Franchise Offering Circular Guidelines adopted by the North American Securities Administrators Association) relating to the offer and sale of Spinco Franchises and the relationship between Spinco and its Subsidiaries and their respective franchisees, except where the failure to so comply, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Spinco. (iii) The franchise agreements and other agreements of Spinco and its Subsidiaries granting rights to a Spinco Franchisee do not obligate Spinco or any of its Subsidiaries to buy back or otherwise acquire any amount of stock, assets or contractual rights of the Spinco Franchisee, where such amounts would, individually or in the aggregate, be material to Spinco and its Subsidiaries, taken as a whole. Spinco and its Subsidiaries do not (1) guaranty any obligations of any Spinco Franchisee that, individually or in the aggregate with such other guaranties, are material to Spinco and its Subsidiaries, taken as a whole, or (2) have any Contracts to lend or advance money to a Spinco Franchisee that, individually or in the aggregate with such other Contracts, are material to Spinco and its Subsidiaries, taken as a whole. Spinco has delivered to Regis a true, correct and complete copy of the current form or forms of franchise agreement used by Spinco and its Subsidiaries.

Franchisees. (i) Spinco Regis has provided to Regis Xxxxxxx-Xxxxxx a true, correct and complete list of all states in the United States and countries or jurisdictions in which Persons (“Spinco Regis Franchisees”) to whom Spinco Regis or any of its Subsidiaries have sold a “franchise” or “business opportunity” under the “Disclosure Requirements and Prohibitions Concerning Franchising and Business Opportunity Ventures” rules of the FTC Federal Trade Commission (the “FTC”) or any other Applicable Laws that govern the offer and sale of “franchises” or “business opportunities” are located. (ii) Spinco Regis has delivered to Regis Xxxxxxx-Xxxxxx true, correct and complete copies of SpincoRegis’s and its Subsidiaries’ Uniform Franchise Offering Circulars and any other international disclosure documents (“Spinco Regis UFOCs”), which are currently being used in connection with the offers to sell and the sales of its franchises. The Spinco Regis UFOCs currently used by Spinco Regis and its Subsidiaries and any other offering circulars previously used by Regis and its Subsidiaries do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except for such untrue statements or omissions that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on SpincoRegis. Spinco Regis and its Subsidiaries are in compliance with all Applicable Laws (including, in the United States, the Uniform Franchise Offering Circular Guidelines adopted by the North American Securities Administrators Association) relating to the offer and sale of Spinco Regis Franchises and the relationship between Spinco Regis and its Subsidiaries and their respective franchisees, except where the failure to so comply, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SpincoRegis. (iii) The franchise agreements and other agreements of Spinco Regis and its Subsidiaries granting rights to a Spinco Regis Franchisee do not obligate Spinco Regis or any of its Subsidiaries to buy back or otherwise acquire any amount of stock, assets or contractual rights of the Spinco Regis Franchisee, where such amounts would, individually or in the aggregate, be material to Spinco Regis and its Subsidiaries, taken as a whole. Spinco Regis and its Subsidiaries do not (1) guaranty any obligations of any Spinco Regis Franchisee that, individually or in the aggregate with such other guaranties, are material to Spinco Regis and its Subsidiaries, taken as a whole, or (2) have any Contracts to lend or advance money to a Spinco Regis Franchisee that, individually or in the aggregate with such other Contracts, are material to Spinco Regis and its Subsidiaries, taken as a whole. Spinco Regis has delivered to Regis Xxxxxxx-Xxxxxx a true, correct and complete copy of the current form or forms of franchise agreement currently used by Spinco Regis and its Subsidiaries.

Franchisees. (i) Spinco Sally has provided made available to Regis Investor a true, correct and complete list of all states in the United States and countries or jurisdictions in which Persons (“Spinco Sally Franchisees”) to whom Spinco or any member of its Subsidiaries have the Sally Group has sold a “franchise” or “business opportunity” under the “Disclosure Requirements and Prohibitions Concerning Franchising and Business Opportunity Ventures” rules of the FTC or any other Applicable Laws that govern the offer and sale of “franchises” or “business opportunities” are located. (ii) Spinco Sally has delivered made available to Regis Investor true, correct and complete copies of SpincoSally’s and its Subsidiaries’ Uniform Franchise Offering Circulars and any other international disclosure documents (“Spinco Sally UFOCs”), which are currently being used in connection with the offers to sell and the sales of its franchises. The Spinco Sally UFOCs currently used by Spinco and its Subsidiaries the members of the Sally Group and any other offering circulars previously used by Regis Investor and its Subsidiaries do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except for such untrue statements or omissions omission that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on SpincoSally. Spinco Sally and its Subsidiaries the other members of the Sally Group are in compliance with all Applicable Laws (including, in the United States, the Uniform Franchise Offering Circular Guidelines adopted by the North American Securities Administrators Association) relating to the offer and sale of Spinco Sally Franchises and the relationship between Spinco Sally and its Subsidiaries the other members of the Sally Group and their respective franchisees, except where the failure to so comply, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SpincoSally. (iii) The franchise agreements and other agreements of Spinco and its Subsidiaries the members of the Sally Group granting rights to a Spinco Sally Franchisee do not obligate Spinco Sally or any of its Subsidiaries to buy back or otherwise acquire any amount of stock, assets or contractual rights of the Spinco Sally Franchisee, where such amounts would, individually or in the aggregate, be material to Spinco and its Subsidiariesthe members of the Sally Group, taken as a whole. Spinco Sally and its Subsidiaries the other members of the Sally Group do not (1) guaranty any obligations of any Spinco Sally Franchisee that, individually or in the aggregate with such other guaranties, are material to Spinco Sally and its Subsidiaries, taken as a whole, or (2) have any Contracts to lend or advance money to a Spinco Sally Franchisee that, individually or in the aggregate with such other Contracts, are material to Spinco and its Subsidiariesthe members of the Sally Group, taken as a whole. Spinco Sally has delivered to Regis Investor a true, correct and complete copy of the current form or forms of franchise agreement used by Spinco and its Subsidiariesthe members of the Sally Group.