Neiman Marcus 2009 Annual Report Download - page 167

claim or audit is pending, (viii) there are no liens for Taxes (other than Taxes not yet due and payable) upon any of the assets of the
Company or any of its subsidiaries, (ix) since August 1, 1998, neither the Company nor any of its subsidiaries (A) has been a member
of an affiliated group filing a consolidated federal income tax return (other than a group the common parent of which was the
Company), (B) has any liability for the Taxes of any Person (other than the Company, or any subsidiary of the Company) under
Treasury regulation section 1.1502-6 (or any similar provision of state, local or foreign law) as a transferee or successor or pursuant to
any indemnification, allocation or sharing agreement with respect to Taxes that could give rise to a payment or indemnification
obligation (other than agreements among the Company and its subsidiaries and other than customary Tax indemnifications contained
in credit or other commercial agreements the primary purpose of which does not relate to Taxes), or (C) has distributed the stock of
another company in a transaction that was purported or intended to be governed by Section 355 or Section 361 of the Code, and
(x) neither the Company nor any of its subsidiaries is required to make any disclosure to the Internal Revenue Service with respect to a
"listed transaction" pursuant to Section 1.6011-4(b)(2) of the Treasury Regulations promulgated under the Code.
(b) For purposes of this Agreement, "Taxes" shall mean any taxes of any kind, including but not limited to those on or measured
by or referred to as income, gross receipts, capital, sales, use, ad valorem, franchise, profits, license, withholding, payroll,
employment, excise, severance, stamp, occupation, premium, value added, property or windfall profits taxes, customs, duties or
similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional
amounts imposed by any governmental authority, domestic or foreign. For purposes of this Agreement, "Tax Return" shall mean any
return, report or statement required to be filed with any governmental authority with respect to Taxes, including any schedule or
attachment thereto or amendment thereof.
SECTION 3.15 Proxy Statement. None of the information supplied or to be supplied by the Company for inclusion or
incorporation by reference in the proxy statement to be sent to the shareholders of the Company in connection with the Stockholders
Meeting (such proxy statement, as amended or supplemented, the "Proxy Statement") will, at the date it is first mailed to the
stockholders of the Company and at the time of the Stockholders Meeting or at the date of any amendment thereof or supplement
thereto, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in
order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Proxy
Statement will, at the date it is first mailed to stockholders and at the time of the Stockholders Meeting, comply as to form in all
material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding
the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub or
any of their respective representatives which is contained or incorporated by reference in the Proxy Statement.
SECTION 3.16 Opinion of Financial Advisors. J.P. Morgan Securities Inc. (the