Neiman Marcus 2004 Annual Report Download - page 144

SECTION 5.12 Third Party Beneficiaries. Except as provided in Article III relating to Indemnitees, this Agreement is solely for the benefit of the
parties hereto and their respective Subsidiaries and Affiliates and should not be deemed to confer upon third parties any remedy, claim, liability,
reimbursement, claim of action or other right in excess of those existing without reference to this Agreement.
SECTION 5.13 Title and Headings. Titles and headings to sections herein are inserted for the convenience of reference only and are not intended to be a
part of or to affect the meaning or interpretation of this Agreement.
SECTION 5.14 Exhibits and Schedules. The Exhibits and Schedules shall be construed with and as an integral part of this Agreement to the same extent
as if the same had been set forth verbatim herein.
SECTION 5.15 Governing Law. This Agreement shall be governed by and construed in accordance with the Laws of the Commonwealth of
Massachusetts applicable to contracts made and to be performed in the Commonwealth of Massachusetts.
SECTION 5.16 Consent to Jurisdiction. Each of the parties irrevocably submits to the exclusive jurisdiction of (a) the Supreme Court of the
Commonwealth of Massachusetts, and (b) the United States District Court for the District of Massachusetts, for the purposes of any suit, action or other
proceeding arising out of this Agreement or any transaction contemplated hereby. Each of the parties agrees to commence any action, suit or proceeding
relating hereto either in the United States District Court for the District of Massachusetts or if such suit, action or other proceeding may not be brought in such
court for jurisdictional reasons, in the Supreme Court of the Commonwealth of Massachusetts. Each of the parties further agrees that service of any process,
summons, notice or document by U.S. registered mail to such party's respective address set forth above shall be effective service of process for any action, suit
or proceeding in Massachusetts with respect to any matters to which it has submitted to jurisdiction in this Section 5.16. Each of the parties irrevocably and
unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated
hereby in (i) the Supreme Court of the Commonwealth of Massachusetts, or (ii) the United States District Court for the District of Massachusetts, and hereby
further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such
court has been brought in an inconvenient forum.
SECTION 5.17 Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable
in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired
thereby. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic
effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.
B-21