Neiman Marcus 2004 Annual Report Download - page 127

expenses) reasonably incurred in investigating, preparing for or defending against any Actions or potential Actions or in settling any Action or potential
Action or in satisfying any judgment, fine or penalty rendered in or resulting from any Action.
(aa) "Indemnifying Party" shall have the meaning set forth in Section 3.3.
(bb) "Indemnitee" shall have the meaning set forth in Section 3.3.
(cc) "Intercompany Services Agreement" shall mean the agreement, dated as of July 24, 1987, between Harcourt General (formerly General
Cinema Corporation) and The Neiman Marcus Group, Inc.
(dd) "IRS Ruling" shall have the meaning set forth in Section 2.1(b)(i).
(ee) "Liabilities" shall mean any and all losses, claims, charges, debts, demands, actions, causes of action, suits, damages, obligations, payments,
costs and expenses, sums of money, accounts, reckonings, bonds, specialties, indemnities and similar obligations, exonerations, covenants, contracts,
controversies, agreements, promises, doings, omissions, variances, guarantees, make whole agreements and similar obligations, and other liabilities,
including all contractual obligations, whether absolute or contingent, matured or unmatured, liquidated or unliquidated, accrued or unaccrued, known or
unknown, whenever arising, and including those arising under any law, rule, regulation, Action, threatened or contemplated Action (including the costs
and expenses of demands, assessments, judgments, settlements and compromises relating thereto and attorneys' fees and any and all costs and expenses,
whatsoever reasonably incurred in investigating, preparing or defending against any such Actions or threatened or contemplated Actions), order or
consent decree of any governmental or other regulatory or administrative agency, body or commission or any award of any arbitrator or mediator of any
kind, and those arising under any contract, commitment or undertaking, including those arising under this Agreement or the Recapitalization
Agreement, in each case, whether or not recorded or reflected or required to be recorded or reflected on the books and records or financial statements of
any person.
(ff) "Material Adverse Effect" shall mean, with respect to any Person, any change, effect, event, occurrence or development that is, individually or
in the aggregate, materially adverse to the business, operations, assets, liabilities, condition (financial or otherwise), results of operations or prospects of
such Person.
(gg) "Neiman Marcus" shall have the meaning set forth in the heading of this Agreement.
(hh) "Neiman Marcus Business" shall mean each and every business conducted at any time prior to, on or after the Effective Time by Neiman
Marcus or any Subsidiary of Neiman Marcus or other Business Entity controlled by Neiman Marcus, whether or not such Subsidiary is a Subsidiary of
Neiman Marcus or such Business Entity is controlled by Neiman Marcus on the date hereof.
(ii) "Neiman Marcus Group" shall mean Neiman Marcus and each Person that is a Subsidiary of Neiman Marcus immediately prior to the
Effective Time.
(jj) "Neiman Marcus Indemnitees" shall mean Neiman Marcus, each member of the Neiman Marcus Group, each of their respective present and
former directors, officers, employees and agents and each of the heirs, executors, successors and assigns of any of the foregoing.
(kk) "Neiman Marcus Liabilities" shall mean, collectively, any and all Liabilities whatsoever that arise out of, result from, are related to, or are
enforceable against, Neiman Marcus or any Subsidiary of Neiman Marcus or any Business Entity controlled by Neiman Marcus, whether or not such
Subsidiary was a Subsidiary of Neiman Marcus or such Business Entity was controlled by Neiman Marcus prior to, on or after the date hereof, or the
ownership or operation of the Neiman
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