Neiman Marcus 2008 Annual Report Download - page 198

Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's
receipt of such shall not constitute constructive notice of any information contained therein or determinable from information
contained therein, including the Company's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely
exclusively on Officers' Certificates).
ARTICLE 8. Consolidation, Merger, Conveyance or Transfer.
Section 8.11. When Company May Merge or Transfer Assets. The Company, in a single transaction or through a series of
related transactions, shall not consolidate with or merge with or into any other Person or transfer (by lease, assignment, sale or
otherwise) all or substantially all of its properties and assets to another Person or group of affiliated Persons, unless:
(a) either (1) the Company shall be the continuing corporation or (2) the Person (if other than the Company)
formed by such consolidation or into which the Company is merged or to which all or substantially all of the properties and
assets of the Company are trans- ferred (i) shall be a corporation, partnership or trust organized and validly existing under the
laws of the United States or any State thereof or the District of Columbia and (ii) shall expressly assume, by an indenture
supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the
obligations of the Company under the Securities and this Indenture and the performance of every covenant of this Indenture
on the part of the Company to be performed or observed;
(b) immediately after giving effect to such transaction, and the assumption contemplated by clause (a) above,
no Event of Default, and no event which, after notice or lapse of time, or both, would become an Event of Default, shall have
occurred and be continuing; and
(c) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each
stating that such consolidation, merger or transfer and, if a supplemental indenture is required in connection with such
transaction, such supplemental indenture, comply with this Article 8 and that all conditions precedent herein provided for
relating to such transaction have been satisfied.
For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise) of the properties and assets of one or
more Restricted Subsidiaries (other than to the Company or another direct or indirect wholly owned Subsidiary) in a single transaction
or through a series of related transactions, which, if such assets were owned by the Company, would constitute all or substantially all
of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of
the Company.
The successor Person formed by such consolidation or into which the Company is merged or the successor Person to which
such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the
Company under this Indenture with the same effect as if such successor had been named as the Company herein, and thereafter, except
in the case of a lease of its properties and assets substantially as an entirety, the Company shall be discharged and released from all
obligations and covenants under this Indenture and the Securities. The Trustee shall enter into a supplemental indenture to evidence
the succession and substitution of such successor Person and such discharge and release of the Company.
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