Neiman Marcus 2009 Annual Report Download - page 162

or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (ii) prior to the date of this
Agreement, any declaration, setting aside or payment of any dividend or other distribution in cash, stock, property or otherwise in
respect of the Company's or any of its subsidiaries' capital stock, except for (x) regular quarterly cash dividends on Company Common
Stock and (y) any dividend or distribution by a subsidiary of the Company to the Company or a direct or indirect wholly-owned
subsidiary of the Company; (iii) prior to the date of this Agreement, any redemption, repurchase or other acquisition of any shares of
capital stock of the Company or any of its subsidiaries; (iv) prior to the date of this Agreement, (x) any granting by the Company or
any of its subsidiaries to any of their directors, officers, employees, independent contractors or consultants of any increase in
compensation or fringe benefits, except for increases in the ordinary course of business with respect to employees who are not
directors or officers or increases required under any Company Plan, (y) any granting to any director, officer, employee, independent
contractor or consultant of the Company or its subsidiaries of the right to receive any severance or termination pay not provided for
under any Company Plan, or (z) any entry by the Company or any of its subsidiaries into any employment, consulting, change of
control or severance agreement or arrangement with any director, officer, employee, independent contractor or consultant of the
Company or its subsidiaries, or any material amendment of any Company Plan; (v) prior to the date of this Agreement, any material
change by the Company in its accounting principles, except as may be appropriate to conform to changes in statutory or regulatory
accounting rules or generally accepted accounting principles or regulatory requirements with respect thereto; (vi) prior to the date of
this Agreement, any material Tax election made or revoked by the Company or any of its subsidiaries or any settlement or
compromise of any material Tax liability by the Company or any of its subsidiaries; or (vii) prior to the date of this Agreement, any
material change in tax accounting principles by the Company or any of its subsidiaries, except insofar as may have been required by
applicable law.
SECTION 3.9 Absence of Litigation. There are no suits, claims, actions, proceedings, arbitrations, mediations or
investigations (an "Action") pending or, to the knowledge of the Company, threatened against the Company, any of its subsidiaries,
other than any such suit, claim, action, proceeding, arbitration, mediation or investigation that (i) does not involve, in any individual
case, a claim for monetary damages in excess of $10,000,000, (ii) would not prohibit or materially restrict the Company and its
subsidiaries from operating their business as they have historically, and (iii) would not (A) prevent or materially delay the Company
from performing its obligations under this Agreement in any material respect or (B) reasonably be expected to have, individually or in
the aggregate, a Material Adverse Effect. As of the date hereof, to the knowledge of the Company, no officer or director of the
Company is a defendant in any Action in connection with his or her status as an officer or director of the Company or any of its
subsidiaries. As of the date hereof, neither the Company nor any of its subsidiaries nor any of their respective properties is or are
subject to any order, writ, judgment, injunction, decree or award except for those that would not (A) prevent or materially delay the
Company from performing its obligations under this Agreement in any material respect or (B) reasonably be expected to have,
individually or in the aggregate, a Material