Neiman Marcus 2009 Annual Report Download - page 164

Material Adverse Effect, or would be subject to any such liability as would have, individually or in the aggregate, a Material Adverse
Effect if, as of the Effective Time, the Company or any of its subsidiaries were to engage in a complete withdrawal (as defined in
ERISA section 4203) or partial withdrawal (as defined in ERISA section 4205) from any such Multiemployer Plan; and (ii) to the
knowledge of the Company, no such Multiemployer Plan is in reorganization or insolvent (as those terms are defined in sections 4241
and 4245 of ERISA, respectively).
(e) Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, with
respect to each Company Plan, no actions, suits or claims (other than routine claims for benefits in the ordinary course) are pending or,
to the knowledge of the Company, threatened.
(f) Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (i) neither
the Company nor any of its subsidiaries has incurred any liability under Title IV of ERISA that has not been satisfied in full, and (ii) to
the knowledge of the Company, no condition exists that presents a risk to the Company of incurring any such liability other than
liability for premiums due the Pension Benefit Guaranty Corporation.
(g) None of the Company Plans provides for post-employment life or health insurance, benefits or coverage for any participant,
except as may be required under the Consolidated Omnibus Reconciliation Act of 1995, as amended.
(h) Except as would not, individually or in the aggregate, be reasonably expected to result in a Material Adverse Effect, each
Company Plan which is intended to be qualified under Section 401(a) of the Code is so qualified and has received a determination
letter to that effect from the Internal Revenue Service and, to the knowledge of the Company, no circumstances exist which would
reasonably be expected to materially adversely affect such qualification or exemption.
(i) The execution, delivery of and performance by the Company of its obligations under the transactions contemplated by this
Agreement will not (either alone or upon occurrence of any additional or subsequent events) (i) constitute an event under any
Company Plan or any trust or loan related to any of those plans or agreements that will or may result in any payment, acceleration,
forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Company
Employee, or (ii) result in the triggering or imposition of (x) any restrictions or limitations on the right of the Company or any of its
subsidiaries to amend or terminate any Company Plan, or (y) result in "excess parachute payments" within the meaning of
Section 280G(b)(1) of the Code.
SECTION 3.11 Labor and Employment Matters. As of the date of this Agreement, there are no unfair labor practice charges,
grievances or complaints pending, or to the knowledge of the Company, threatened against the Company or any subsidiary before the