Neiman Marcus 2009 Annual Report Download - page 173

Secretary of State of the State of Delaware of the Certificate of Merger as required by the DGCL). This Agreement has been duly and
validly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery hereof by the
Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub enforceable against each of Parent and
Merger Sub in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered
in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing.
SECTION 4.3 No Conflict; Required Filings and Consents. The execution, delivery and performance of this Agreement by
Parent and Merger Sub, do not and will not (i) conflict with or violate the respective certificates of incorporation or by-laws of Parent
or Merger Sub, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (v) of subsection
(b) below have been obtained, and all filings described in such clauses have been made, conflict with or violate any Law applicable to
Parent or Merger Sub or by which either of them or any of their respective properties are bound or (iii) result in any breach or
violation of or constitute a default (or an event which with notice or lapse of time or both would become a default) or result in the loss
of a benefit under, or give rise to any right of termination, cancellation, amendment or acceleration of, any Contracts to which Parent
or Merger Sub is a party or by which Parent or Merger Sub or its or any of their respective properties are bound, except, in the case of
clauses (ii) and (iii), for any such conflict, violation, breach, default, acceleration, loss, right or other occurrence which would not
prevent or materially delay the consummation of the transactions contemplated hereby.
(b) The execution, delivery and performance of this Agreement by each of Parent and Merger Sub and the consummation of the
transactions contemplated hereby by each of Parent and Merger Sub do not and will not require any consent, approval, authorization
or permit of, action by, filing with or notification to, any Governmental Entity, except for (i) the applicable requirements, if any, of the
Exchange Act and the rules and regulations promulgated thereunder, the HSR Act and state securities, takeover and "blue sky" laws,
(ii) the applicable requirements of the New York Stock Exchange, (iii) the filing with the Secretary of State of the State of Delaware
of the Certificate of Merger as required by the DGCL, (iv) the applicable requirements of Foreign Antitrust Laws and (v) any such
consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not prevent or
materially delay the consummation of the transactions contemplated hereby.
SECTION 4.4 Absence of Litigation. There are no suits, claims, actions, proceedings, arbitrations, mediations or
investigations pending or, to the knowledge of Parent, threatened against Parent or any of its subsidiaries, other than any such suit,
claim, action, proceeding or investigation that would not, or would not reasonably be expected to, prevent or materially delay the
consummation of the transactions contemplated hereby. As of the date hereof, neither Parent nor any of its subsidiaries nor any of
their respective properties is or are subject to any order, writ, judgment, injunction, decree or award that