Neiman Marcus 2009 Annual Report Download - page 155

event, be the Merger Consideration or other dependent item, subject to further adjustment in accordance with this Section 2.4(g).
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby represents and warrants to Parent and Merger Sub that, except as set forth on the corresponding section of
the Company Disclosure Schedule delivered by the Company to the Parent and Merger Sub prior to the execution of this Agreement
(the "Company Disclosure Schedule") and, with respect to representations and warranties other than the representations and warranties
set forth in Section 3.3, except as disclosed in the SEC Reports (as defined below) filed prior to the date of this Agreement (other than
disclosures referred to in "Factors That May Affect Future Results" sections of such SEC Reports):
SECTION 3.1 Organization and Qualification; Subsidiaries. The Company and each of its subsidiaries is duly organized,
validly existing and in good standing (with respect to jurisdictions that recognize the concept of good standing) under the laws of the
jurisdiction of its organization and has all requisite corporate or similar power and authority to own, lease and operate its properties
and to carry on its business as it is now being conducted, except where any such failure to be so organized, existing or in good
standing or to have such power or authority would not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect (as defined below). The Company and each subsidiary set forth in Section 3.1 of the Company Disclosure Schedule
(each, a "Material Subsidiary") is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the
character of properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary,
except for any such failure to be so qualified or licensed or in good standing which would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect. "Material Adverse Effect"" means any change, circumstance, effect, event
or occurrence that would be materially adverse to the assets, liabilities, business, financial condition or results of operations of the
Company and its subsidiaries taken as a whole, other than any change or effect resulting from (i) changes in general economic
conditions, (ii) general changes or developments in the industries in which the Company and its subsidiaries operate, (iii) the
announcement of this Agreement and the transactions contemplated hereby, including any termination of, reduction in or similar
negative impact on relationships, contractual or otherwise, with any customers, suppliers, distributors, partners or employees of the
Company and its subsidiaries to the extent due to the announcement and performance of this Agreement or the identity of the parties
to this Agreement, or the performance of this Agreement and the transactions contemplated hereby, including compliance with the
covenants set forth herein, (iv) any actions required under this Agreement to obtain any approval or authorization under applicable
antitrust or competition laws for the consummation of the Merger or (v) changes in any tax laws or regulations or applicable
accounting regulations or principles, unless, in the