Neiman Marcus 2009 Annual Report Download - page 168

"Financial Advisor") has delivered to the Board of Directors of the Company its written opinion (or oral opinion to be confirmed in
writing), dated as of the date hereof, that, as of such date, the Merger Consideration is fair, from a financial point of view, to the
holders of the Class A Common Stock and Class B Common Stock (other than members of the Smith Family Group).
SECTION 3.17 Brokers. No broker, finder or investment banker (other than the Financial Advisor and Goldman, Sachs &
Co., true and complete copies of whose engagement agreements have been provided to Parent) is or will become entitled to any
brokerage, finder's or other fee or commission in connection with the transactions contemplated by this Agreement based upon
arrangements made by or on behalf of the Company or any of its subsidiaries.
SECTION 3.18 Takeover Statutes; Rights Plans. (a) Assuming the accuracy of the representations and warranties of Parent
and Merger Sub set forth in Section 4.9, no "fair price", "moratorium", "control share acquisition", "business combination" or other
similar antitakeover statute or regulation enacted under state or federal laws in the United States applicable to the Company, including
Section 203 of the DGCL, is applicable to the Merger or the other transactions contemplated hereby.
(b) Prior to the date of this Agreement, the Company has amended the Rights Plan so that (a) neither the execution, delivery or
performance of this Agreement nor the consummation of the transactions contemplated hereby will (i) cause the Company Rights to
become exercisable, (ii) cause Parent or any of its Affiliates or Associates (each as defined in the Rights Plan) to become an Acquiring
Person (as defined in the Rights Plan) or (iii) give rise to a Distribution Date or Stock Acquisition Date (each as defined in the Rights
Plan), and (b) the Company Rights will expire in their entirety immediately prior to the Effective Time without any payment being
made in respect thereof. The Company has made available to Parent a complete and correct copy of such amendment.
SECTION 3.19 Intellectual Property. Section 3.19 of the Company Disclosure Schedule contains a true and complete list of
all material U.S. and foreign Intellectual Property registrations and applications for registration and all material unregistered
Intellectual Property owned by the Company or its subsidiaries. Except as would not reasonably be expected to have, individually or
in the aggregate, a Material Adverse Effect: (i) the Company and its subsidiaries own (free and clear of all Liens other than those
exceptions listed in Section 3.13) or have the right to use all patents, inventions, copyrights, software, trademarks, service marks,
brand names, logos, domain names, trade dress, trade secrets, know-how, confidential or proprietary information (and all applications,
registrations, continuations, divisionals, renewals and reissues relating thereto) and all other intellectual property rights of any kind or
nature arising under U.S. or foreign law ("Intellectual Property") as are necessary for their businesses as currently conducted; (ii) such
Intellectual Property does not infringe, dilute or misappropriate the Intellectual Property of any third party and, to the knowledge of
the Company, is not being infringed, misappropriated or diluted by any third party; (iii) the Company and its subsidiaries make
reasonable efforts to protect and maintain their Intellectual Property