Neiman Marcus 2008 Annual Report Download - page 353

SECTION 3.09. Taxes. Each Loan Party and its Subsidiaries has timely filed or caused to be filed all Tax returns
and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes
that are being contested in good faith by appropriate proceedings and for which such Loan Party or such Subsidiary, as applicable, has
set aside on its books adequate reserves in accordance with GAAP or (b) to the extent that the failure to do so, individually or in the
aggregate, would not reasonably be expected to result in a Material Adverse Effect.
SECTION 3.10. ERISA. No ERISA Event has occurred in the five year period prior to the date on which this
representation is made or deemed made and is continuing or is reasonably expected to occur that, when taken together with all other
such ERISA Events for which liability is reasonably expected to occur, would reasonably be expected to result in a Material Adverse
Effect. Except as would not reasonably be expected to have a Material Adverse Effect, the present value of all accumulated benefit
obligations under all Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did
not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of such
Plans, in the aggregate.
SECTION 3.11. Disclosure. (a) All written information (other than the Projections, the pro forma financial
statements and estimates and information of a general economic nature) concerning Holdings, the Borrower, the Subsidiaries, the
Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or
on behalf of the foregoing or their representatives and made available to any Lenders or the Agent in connection with the Transactions
on or before the date hereof (the "Information"), when taken as a whole, as of the date such Information was furnished to the Lenders
and as of the Closing Date, did not contain any untrue statement of a material fact as of any such date or omit to state a material fact
necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such
statements were made.
(b) The Projections, pro forma financial statements and estimates and information of a general economic nature
prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Agent
in connection with the Transactions on or before the date hereof (the "Other Information") (i) have been prepared in good faith based
upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that actual results may vary
materially from the Other Information), and (ii) as of the Closing Date, have not been modified in any material respect by the
Borrower.
SECTION 3.12. Material Agreements. No Loan Party is in default in any material respect in the performance,
observance or fulfillment of any of its obligations contained in (i) any material agreement to which it is a party or (ii) any agreement
or instrument to which it is a party evidencing or governing Indebtedness, except where any such default would not reasonably be
expected, individually or in the aggregate, to have a Material Adverse Effect.
SECTION 3.13. Solvency. (a) Immediately after the consummation of the Transactions to occur on the Closing
Date, (i) the fair value of the assets of the Loan Parties on a consolidated basis, at a fair valuation, will exceed the debts and liabilities,
direct, subordinated, contingent or otherwise, of the Loan Parties on a consolidated basis; (ii) the present fair saleable value of the
property of the Loan Parties on a consolidated basis will be greater than the amount that will be required to pay the probable liability
of the Loan Parties on a consolidated basis, on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such
debts and other liabilities become absolute and matured; (iii) the Loan Parties on a consolidated basis will be able to pay their debts
and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the
Loan Parties on a consolidated basis will not have unreasonably small capital with which to conduct the
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