Neiman Marcus 2009 Annual Report Download - page 172

Company makes any other express or implied representation or warranty with respect to the Company or with respect to any other
information provided to Parent or Merger Sub in connection with the transaction contemplated hereunder. Neither the Company nor
any other person will have or be subject to any liability or indemnification obligation to Parent, Merger Sub or any other person
resulting from the distribution to Parent or Merger Sub, or Parent's or Merger Sub's use of, any such information, including any
information, documents, projections, forecasts or other material made available to Parent or Merger Sub in certain "data rooms" or
management presentations in expectation of the transactions contemplated by this Agreement, unless any such information is
expressly included in a representation or warranty contained in this Article III or in the corresponding section of the Company
Disclosure Schedule.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF
PARENT AND MERGER SUB
Parent and Merger Sub hereby, jointly and severally, represent and warrant to the Company that, except as set forth on the
corresponding section of the Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to the execution of this
Agreement (the "Parent Disclosure Schedule"):
SECTION 4.1 Organization. Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good
standing under the laws of the jurisdiction in which it is incorporated and has the requisite corporate power and authority to own,
operate or lease its properties and to carry on its business as it is now being conducted, except where the failure to be so organized,
existing or in good standing or to have such power or authority would not prevent or materially delay the consummation of the
transactions contemplated by this Agreement. Parent owns beneficially and of record all of the outstanding capital stock of Merger
Sub free and clear of all Liens (other than any Liens created pursuant to the Financing). Prior to the date hereof, Parent has provided to
the Company the name of the "ultimate parent entity" for purposes of obtaining the approvals of the Governmental Entities
contemplated by this Agreement.
SECTION 4.2 Authority. Each of Parent and Merger Sub has all necessary corporate power and authority to execute and
deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution,
delivery and performance of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger
Sub of the transactions contemplated hereby have been duly and validly authorized by all necessary action by the Boards of Directors
of Parent and Merger Sub and, prior to the Effective Time, will be duly and validly authorized by all necessary action by Parent as the
sole stockholder of Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize
this Agreement, to perform their respective obligations hereunder, or to consummate the transactions contemplated hereby (other than
the filing with the