Neiman Marcus 2009 Annual Report Download - page 165

National Labor Relations Board or any other labor relations tribunal or authority. As of the date of this Agreement, there are no
strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes pending or,
to the knowledge of the Company, threatened in writing against or involving the Company or any of its subsidiaries. Neither the
Company nor any of its subsidiaries is a party to any collective bargaining agreements, and there are not, to the knowledge of the
Company, any union organizing activities concerning any Company Employees.
SECTION 3.12 Insurance. Except as would not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect, (a) all material insurance policies of the Company and its subsidiaries are in full force and effect and provide
insurance in such amounts and against such risks the management of the Company reasonably has determined to be prudent, taking
into account the industries in which the Company and its subsidiaries operate, or as is sufficient to comply with applicable Law,
(b) neither the Company nor any of its subsidiaries is in breach or default, and neither the Company nor any of its subsidiaries has
taken any action or failed to take any action which, with notice or the lapse of time, would constitute such a breach or default, or
permit termination or modification of, any of such insurance policies, (c) to the knowledge of the Company, no insurer on any such
policy has been declared insolvent or placed in receivership, conservatorship or liquidation, and (d) no notice of cancellation or
termination has been received with respect to any such policy.
SECTION 3.13 Properties. (a) Section 3.13(a) of the Company Disclosure Schedule contains a true and complete list of all
real property owned by the Company or any subsidiary (collectively, the "Owned Real Property") and for each parcel of Owned Real
Property, contains a correct street address of such Owned Real Property.
(b) Section 3.13(b) of the Company Disclosure Schedule contains a true and complete list of all real property leased, subleased,
licensed or otherwise occupied (whether as tenant, subtenant or pursuant to other occupancy arrangements) by the Company or any
subsidiary (collectively, including the improvements thereon, the "Leased Real Property"), and for each Leased Real Property,
identifies the street address of such Leased Real Property. True and complete copies of all agreements under which the Company or
any subsidiary is the landlord, sublandlord, tenant, subtenant, or occupant (each a "Real Property Lease") that have not been
terminated or expired as of the date hereof have been made available to Parent.
(c) Except as would not have, individually or in the aggregate, a Material Adverse Effect, the Company or one of its subsidiaries
has good fee simple title to all Owned Real Property and valid leasehold estates in all Leased Real Property free and clear of all Liens,
except (i) statutory liens securing payments not yet due, (ii) such imperfections or irregularities of title, claims, liens, charges, security
interests, easements, covenants and other restrictions or encumbrances as do not materially affect the use of the properties or assets
subject thereto or affected thereby or otherwise materially impair business operations at such properties, and (iii) mortgages, or deeds
of trust, security interests or other encumbrances on title related to indebtedness reflected on the consolidated