Neiman Marcus 2008 Annual Report Download - page 267

Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, NY 10006
Attention: Robert J. Raymond
If to the Management Stockholder, to its most recent address shown on records of the Company or its Affiliate;
With a copy to:
Morgan, Lewis & Bockius LLP
101 Park Avenue
New York, NY 10178
Attention: Gary Rothstein
or to such other address as any party may have furnished to the others in writing in accordance herewith, except that
notices of change of address shall only be effective upon receipt.
11. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be
deemed to be an original, but each of which together shall constitute one and the same document.
12. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the
State of Delaware, without reference to its principles of conflicts of law.
13. Binding Effect. This Agreement shall be binding upon, inure to the benefit of, and be enforceable by the
heirs, personal representatives, successors and permitted assigns of the parties hereto. Nothing expressed or referred to in this
Agreement is intended or shall be construed to give any person other than the parties to this Agreement, or their respective heirs,
personal representatives, successors or assigns, any legal or equitable rights, remedy or claim under or in respect of this Agreement or
any provision contained herein.
14. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with
respect to the subject matter hereof.
15. Severability. If any term, provision, covenant or restriction of this Agreement, is held by a court of
competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this
Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
16. Miscellaneous. The headings contained in this Agreement are for reference purposes only and shall not
affect in any way the meaning or interpretation of this Agreement.
* * * * * *
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year
first above written.
NEWTON ACQUISITION, INC.
By: /s/ David A. Spuria
Name: David A. Spuria
Title: Vice President