Neiman Marcus 2009 Annual Report Download - page 166

financial statements of the Company (collectively, "Permitted Liens").
(d) Except as would not have, individually or in the aggregate, a Material Adverse Effect, other than the Real Property Leases,
none of the Owned Real Properties or the Leased Real Properties is subject to any lease, sublease, license or other agreement granting
to any other Person any right to the use, occupancy or enjoyment of such Owned Real Property or Leased Real Property or any part
thereof.
(e) Except as would not have, individually or in the aggregate, a Material Adverse Effect, each Real Property Lease is in full force
and effect and is valid and enforceable in accordance with its terms, and there is no material default under any Real Property Lease
either by the Company or its subsidiaries party thereto or, to the knowledge of the Company, by any other party thereto.
(f) Except as would not have, individually or in the aggregate, a Material Adverse Effect, there does not exist any pending
condemnation or eminent domain proceedings that affect any Owned Real Property or, to the knowledge of the Company, any such
proceedings that affect any Leased Real Property or, to the knowledge of the Company, any threatened condemnation or eminent
domain proceedings that affect any Owned Real Property or Leased Real Property, and neither the Company nor its subsidiaries have
received any written notice of the intention of any Governmental Entity or other Person to take or use any Owned Real Property or
Leased Real Property.
SECTION 3.14 Tax Matters. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect, (i) all Tax Returns required to be filed by, or with respect to any activities of, the Company and its
subsidiaries have been timely filed (except those under valid extension), (ii) all Taxes of the Company and its subsidiaries have been
timely paid except to the extent such Taxes are being contested in good faith or have been adequately provided for in accordance with
generally accepted accounting principles, (iii) without taking into account any transactions contemplated by this Agreement and based
upon activities, including outside the ordinary course of business, to date, adequate reserves in accordance with generally accepted
accounting principles have been established by the Company and its subsidiaries for all Taxes not yet due and payable in respect of
taxable periods ending on the date hereof, (iv) no deficiency for any Tax has been asserted or assessed by any Governmental Entity in
writing against the Company or any of its subsidiaries (or, to the knowledge of the Company, has been threatened or proposed), except
for deficiencies which have been satisfied by payment, settled or been withdrawn or which are being contested in good faith, (v) all
Taxes required to be withheld by the Company and its subsidiaries have been withheld and paid over to the appropriate Tax authority,
(vi) neither the Company nor any of its subsidiaries has waived any statute of limitations in respect of any Taxes or agreed to any
extension of time with respect to an assessment or deficiency for Taxes (other than pursuant to extensions of time to file Tax Returns
obtained in the ordinary course), (vii) neither the Company nor any of its subsidiaries has received written notice of any action, suit,
proceeding, investigation, claim or audit against, or with respect to, any Taxes, and no such action, suit, proceeding, investigation,