Neiman Marcus 2009 Annual Report Download - page 169

and the security of their systems and software; (iv) neither the Company nor any of its subsidiaries is a party to any claim, suit or other
action, and to the knowledge of the Company, no claim, suit or other action is threatened, that challenges the validity, enforceability,
ownership, or right to use, sell or license their Intellectual Property; and (v) to the knowledge of the Company, neither the Company or
any of its subsidiaries have suffered any material violation of the security of their systems or software.
SECTION 3.20 Environmental Matters. (a) Except as would not reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect: (i) the Company and each of its subsidiaries have complied and currently comply with all
applicable Environmental Laws (as defined below), and possess and have possessed and comply and have complied with all
applicable Environmental Permits (as defined below) required under such laws to operate as the Company and its subsidiaries
presently operate; (ii) to the knowledge of the Company, there are no Materials of Environmental Concern (as defined below) at any
property owned or operated by the Company or any of its subsidiaries, under circumstances that are reasonably likely to result in
liability of the Company or any of its Significant Subsidiaries under any applicable Environmental Law; (iii) neither the Company nor
any of its subsidiaries has received any written notification requesting information under or alleging that it may have liability pursuant
to any Environmental Law concerning any release or threatened release of Materials of Environmental Concern at any location; and
(iv) neither the Company nor any of its subsidiaries has received any written claim, notice or complaint, or been subject to any
proceeding, relating to noncompliance with Environmental Laws or any other liabilities or obligations arising from Materials of
Environmental Concern or pursuant to Environmental Laws, and no such matter has been threatened to the knowledge of the
Company.
(b) The Company has made available to Parent copies of all material environmental, health and safety reports, audits, assessments
or other material communications or documentation relating to environmental, health or safety matters in its possession relating to the
Company and any of the Company's subsidiaries and any real property owned, operated or leased by or for the Company or any
subsidiary of the Company, including but not limited to any Phase I or Phase II Environmental Site Assessments, asbestos surveys or
abatement reports, indoor air quality studies or remediation reports, in any case to the extent any of the issues identified in such
reports, audits, assessments or other material communications or documentation would reasonably be expected to result in a material
liability to the Company or its subsidiaries.
(c) Notwithstanding any other representations and warranties in this Agreement, the representations and warranties in this
Section 3.20 are the only representations and warranties in this Agreement with respect to Environmental Laws or Materials of
Environmental Concern.
(d) For purposes of this Agreement, the following terms shall have the meanings assigned below: