Neiman Marcus 2009 Annual Report Download - page 159

violate any federal, state, local or foreign statute, law, ordinance, rule, regulation, order, judgment, decree or legal requirement
("Law") applicable to the Company or any of its subsidiaries or by which its or any of their respective properties are bound or
(iv) (A) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both would
become a default) or result in the loss of a benefit under, or (B) give rise to any right of termination, cancellation, amendment or
acceleration of or (C) result in the creation of any Lien on any of the properties or assets of the Company or its subsidiaries under, any
loan or credit agreement, note, bond, mortgage, indenture, contract, agreement, lease, license, permit or other instrument or obligation
(each, a "Contract") to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or
its or any of their respective properties are bound, except, in the case of clauses (iii) and (iv), for any such conflict, violation, breach,
default, loss, right or other occurrence which would not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.
(b) The execution, delivery and performance of this Agreement by the Company and the consummation of the Merger by the
Company do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to, any
federal, state, local or foreign governmental or regulatory (including stock exchange) authority, agency, court commission, or other
governmental body (each, a "Governmental Entity"), except for (i) applicable requirements of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") and the rules and regulations promulgated thereunder (including the filing of the Proxy Statement (as
defined below)), the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and state securities,
takeover and "blue sky" laws, (ii) the applicable requirements of the New York Stock Exchange, (iii) the filing with the Secretary of
State of the State of Delaware of the Certificate of Merger as required by the DGCL, (iv) the applicable requirements of antitrust or
other competition laws of jurisdictions other than the United States or investment laws relating to foreign ownership ("Foreign
Antitrust Laws") and (v) any such consent, approval, authorization, permit, action, filing or notification the failure of which to make or
obtain would not, (A) prevent or materially delay the Company from performing its obligations under this Agreement in any material
respect or (B) individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
SECTION 3.6 Compliance. Neither the Company nor any of its subsidiaries is (and has not been since July 31, 2004) in
violation of any Law applicable to the Company or any of its subsidiaries or by which its or any of their respective properties are
bound (including, without limitation, Laws relating to consumer finance or the extension of credit), except for any such violation
which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and the Company and its
subsidiaries have all grants, easements, variances, certificates, permits, licenses, authorizations, exemptions, orders, consents,
approvals and franchises ("Licenses") from Governmental Entities required to conduct their respective businesses as now being
conducted and all such Licenses are valid and in full force and effect, except for any such Licenses the absence of which, or the failure
of which to be in full force and effect,