Neiman Marcus 2009 Annual Report Download - page 171

(v) entered into after July 31, 2004 or not yet consummated for the acquisition or disposition, directly or indirectly (by merger or
otherwise), of assets or capital stock or other equity interests of another person for aggregate consideration under such
Contract in excess of $20,000,000 (other than acquisitions or dispositions of assets in the ordinary course of business,
including acquisitions and dispositions of inventory);
(vi) which by its terms calls for aggregate payments by the Company and its subsidiaries under such Contract of more than
$20,000,000 over the remaining term of such Contract (other than this Agreement, purchase orders for the purchase of
inventory in the ordinary course of business or Real Property Leases); or
(vii)with respect to any acquisition pursuant to which the Company or any of its subsidiaries has continuing indemnification,
"earn-out" or other contingent payment obligations, in each case, that would reasonably be expected to result in payments in
excess of $10,000,000.
Each such Contract described in clauses (i) through (vii) is referred to herein as a "Material Contract".
(b) Each of the Material Contracts is valid and binding on the Company and each of its subsidiaries party thereto and, to the
knowledge of the Company, each other party thereto, and is in full force and effect, except for such failures to be valid and binding or
to be in full force and effect that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect. There is no default under any Material Contract by the Company or any of its subsidiaries or, to the knowledge of the
Company, by any other party, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a
default thereunder by the Company or any of its subsidiaries or, to the knowledge of the Company, by any other party, in each case
except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
SECTION 3.22 Affiliate Transactions. No executive officer or director of the Company or any of its subsidiaries or any
person who beneficially owns 5% or more of the Company Common Stock (or any of such person's immediate family members or
affiliates) is a party to any Contract with or binding upon the Company or any of its subsidiaries or any of their respective properties
or assets or has any material interest in any material property owned by the Company or any of its subsidiaries or has engaged in any
material transaction with any of the foregoing within the last twelve months, in each case, that is of the type that would be required to
be disclosed under Item 404 of Regulation S-K under the Securities Act.
SECTION 3.23 No Other Representations or Warranties. Except for the representations and warranties contained in this
Article III, each of Parent and Merger Sub acknowledges that neither the Company nor any other person on behalf of the