Neiman Marcus 2008 Annual Report Download - page 634

19.8 Non-Waiver. No delay by a Party hereto in exercising any of its rights hereunder, or partial or single exercise of such
rights, shall operate as a waiver of that or any other right. The exercise of one or more of a Party's rights hereunder shall not be a
waiver of, or preclude the exercise of, any rights or remedies available to such Party under this Agreement or in law or at equity.
19.9 Severability. In case any one or more of the provisions contained herein shall be invalid, illegal or unenforceable in any
respect under any law, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be
affected or impaired thereby, and this Agreement shall be reformed, construed and enforced as if such invalid, illegal or unenforceable
provision or portion of any provision had never been contained herein and there had been contained herein instead such valid, legal
and enforceable provisions as would most nearly accomplish the intent and purpose of such invalid, illegal or unenforceable provision.
19.10 Waiver of Jury Trial and Venue.
(a) Each Party hereby waives all right to trial by jury in any action or proceeding to enforce or defend any rights under this
Agreement.
(b) Each Party hereby irrevocably submits to the jurisdiction of the United States District Court for the State of Delaware or, if
such federal jurisdiction is unavailable, in the state courts of the State of Delaware over any action arising out of this Agreement, and
each Party hereby irrevocably waives any objection which such Party may now or hereafter have to the laying of improper venue or
forum non conveniens. Each Party agrees that a judgment in any such action or proceeding may be enforced in other jurisdictions by
suit on the judgment or in any manner provided by law. Any and all service of process and any other notice in any such suit, action or
proceeding with respect to this Agreement shall be effective against a Party if given as provided herein.
19.11 Governing Law; Compliance with Law.
(a) This Agreement and all rights and obligations hereunder, including matters of construction, validity and performance, shall
be governed by and construed in accordance with the laws of the State of New York applicable to contracts made to be performed
within such State and applicable federal law.
(b) Each Party shall comply in all material respects with Applicable Law in connection with its activities and the exercise of its
rights and performance of its obligations hereunder.
19.12 Specific Performance. The Parties agree that money damages would not be a sufficient remedy for any breach of
Article VI, X or XIII or the failure of a Party to perform any of its material obligations hereunder, and that, in addition to all other
remedies, each Party will be entitled to seek specific performance and to seek injunctive or other equitable relief as a remedy for any
such breach or failure to perform its material obligations hereunder. Each Party waives any requirements for the securing or posting of
any bond in connection with such remedy.
80