Neiman Marcus 2008 Annual Report Download - page 637

19.21 Third Parties . There are no third-party beneficiaries to this Agreement. Except for the Indemnified Parties with respect to
indemnity claims pursuant to Article XVII, the Parties do not intend: (i) the benefits of this Agreement to inure to any third party; or
(ii) any rights, claims or causes of action against a Party to be created in favor of any person or entity other than the other Party.
19.22 Force Majeure. If performance of any service or obligation under this Agreement is prevented, restricted, delayed or
interfered with by reason of labor disputes, strikes, acts of God, floods, lightning, severe weather, shortages of materials, rationing,
utility or communication failures, earthquakes, war, revolution, civil commotion, acts of public enemies, terrorist attacks, blockade,
embargo or any law, order, proclamation, regulation, ordinance, demand or requirement having legal effect of any government or any
judicial authority or representative of any such government, or any other act whatsoever, whether similar or dissimilar to those
referred to in this clause, which are beyond the reasonable control of a Party and could not have been prevented by reasonable
precautions, (each, a "Force Majeure Event") then such Party shall be excused from such performance to the extent of and during the
period of such Force Majeure Event. A Party excused from performance pursuant to this Section 19.22 shall exercise all reasonable
efforts to continue to perform its obligations hereunder, including by implementing its disaster recovery and business continuity plan
as provided in Section 7.3(d), and shall thereafter continue with reasonable due diligence and good faith to remedy its inability to so
perform except that nothing herein shall obligate either Party to settle a strike or other labor dispute when it does not wish to do so.
Notwithstanding the foregoing, if a condition constituting a Force Majeure Event with respect to the Bank Companies, on the one
hand, or the NMG Companies, on the other hand, exists for more than thirty (30) consecutive days (or five (5) days in the case of any
payment obligation) and such Party is unable to perform a material obligation (which shall be deemed to include any payment
obligation pursuant to Article VIII or Article IX) under this Agreement due to such Force Majeure Event, then the other Party shall
have the right to terminate this Agreement upon written notice to the Party subject to such Force Majeure Event; provided, however,
that (i) prior to delivering written notice of termination in respect of such Force Majeure Event, the Party seeking to terminate this
Agreement shall call, and the Parties shall attend one or more Management Committee to consider and vote upon a plan to outsource
the material obligation that such Party is unable to perform and (ii) in the event such outsourcing arrangement is agreed to, the Parties
shall promptly implement such arrangement and this Agreement may not be terminated unless such Force Majeure Event continues on
the fifteenth (15th) day following approval of such outsourcing arrangement.
19.23 Entire Agreement. This Agreement, together with the Schedules hereto which are expressly incorporated herein by
reference, supersedes any other agreement, whether written or oral, that may have been made or entered into by the NMG Companies
and Bank (or by any officer or employee of any such Parties) relating to the matters specified herein, and constitutes the entire
agreement by the Parties related to the matters specified herein or therein.
19.24 Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their
respective successors and permitted assigns. This Agreement is the product of negotiation by the Parties having the assistance of
counsel and other advisers. It is the intention of the Parties that this Agreement not be construed more strictly with regard to one Party
than with regard to the other.
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