Neiman Marcus 2004 Annual Report Download - page 134

(b) Harcourt General hereby represents and warrants to Neiman Marcus as follows:
(i) Organization; Good Standing. Harcourt General is a corporation duly incorporated, validly existing and in good standing under the laws
of the State of Delaware and has all corporate power required to consummate the transactions contemplated hereby.
(ii) Authorization. The execution, delivery and performance by Harcourt General of this Agreement and the consummation by Harcourt
General of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Harcourt General,
other than the formal declaration of the Distribution. This Agreement constitutes, and each other agreement or instrument executed and delivered
or to be executed and delivered by Harcourt General pursuant to this Agreement will, upon such execution and delivery, constitute, a legal, valid
and binding obligation of Harcourt General, enforceable against Harcourt General in accordance with its terms, subject to the effects of
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights
generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair
dealing.
(iii) Consents and Filings. Except (w) for the filing of a certificate of merger in connection with the Recapitalization, a certificate of
amendment to the Harcourt General Certificate of Incorporation and any other filings required to be made with the Secretary of State of the State
of Delaware, (x) for the IRS Ruling, (y) for the filing of the Proxy Statement, the Form 8-A and a proxy statement in respect of the proposed
amendment to Harcourt General's Certificate of Incorporation referred to in Section 2.1(b)(ix) and any other reports or documents required to be
filed under the Exchange Act and (z) for any filings required to be made with the NYSE, no material consent of, or filing with, any Governmental
Entity which has not been obtained or made is required for or in connection with the execution and delivery of this Agreement by Harcourt
General, and the consummation by Harcourt General of the transactions contemplated hereby.
(iv) Noncontravention. Except in the case of any consents that will be obtained prior to the Distribution Date, the execution, delivery and
performance of this Agreement and the Recapitalization Agreement by Harcourt General does not, and the consummation by Harcourt General of
the transactions contemplated hereby and thereby will not, (i) violate any applicable federal, state or local statute, law, rule or regulation, or
(ii) violate any provision of the Certificate of Incorporation or By-Laws of Harcourt General or (iii) violate any provision of, or result in the
termination or acceleration of, or entitle any party to accelerate any obligation or indebtedness under, any mortgage, lease, franchise, license,
permit, agreement, instrument, order, arbitration award, judgment or decree to which Harcourt General or any of its Subsidiaries is a party or by
which any of them are bound, except for, in the case of clause (iii) above, such violations that would not prevent Harcourt General from
complying with the terms and provisions of this Agreement or the Recapitalization Agreement in any material respect.
SECTION 2.4 Certain Post-Distribution Transactions. (a)(i) Neiman Marcus shall comply and shall cause its Subsidiaries to comply with and otherwise
not take action inconsistent with each representation and statement made to the Internal Revenue Service in connection with the request by Harcourt General
for a ruling letter in respect of the Distribution as to certain tax aspects of the Distribution and (ii) until two years after the Distribution Date, Neiman Marcus
will maintain its status as a company engaged in the active conduct of a trade or business, as defined in Section 355(b) of the Code.
(b) Neiman Marcus agrees that until two years after the Distribution Date, it will not (i) merge or consolidate with or into any other corporation,
(ii) liquidate or partially liquidate,
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