Neiman Marcus 2009 Annual Report Download - page 174

would, or would reasonably be expected to, prevent or materially delay the consummation of the transactions contemplated hereby.
SECTION 4.5 Proxy Statement. None of the information supplied or to be supplied by Parent or Merger Sub for inclusion or
incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of the Company and at the time
of the Stockholders Meeting or at the date of any amendment thereof or supplement thereto, contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of
the circumstances under which they are made, not misleading. Notwithstanding the foregoing, Parent and Merger Sub make no
representation or warranty with respect to any information supplied by the Company or any of its representatives which is contained or
incorporated by reference in the Proxy Statement.
SECTION 4.6 Brokers. No broker, finder or investment banker (other than Credit Suisse First Boston, whose fees shall be
paid by the Surviving Corporation) is 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 and on behalf of Parent or Merger Sub.
SECTION 4.7 Financing. Parent has delivered to the Company true and complete copies of (i) (A) the commitment letter (as
the same may be amended pursuant to Section 6.10(b), the "Principal Commitment Letter"), dated as of the date hereof, between
Merger Sub and Credit Suisse First Boston, (B) the forward underwriting commitment letter (as the same may be amended pursuant to
Section 6.10(b), the "Forward Underwriting Commitment Letter"), dated as of the date hereof, between Merger Sub and Credit Suisse
First Boston LLC and (C) the commitment letter, dated as of the date hereof, between Merger Sub and Goldman Sachs Mortgage
Company (as the same may be amended pursuant to Section 6.10(b) and together with the Principal Commitment Letter and the
Forward Underwriting Commitment Letter, the "Debt Financing Commitments"), pursuant to which the financing parties thereto have
agreed to lend the amounts set forth therein (the "Debt Financing"), and (ii) the equity commitment letters, dated as of the date hereof
(the "Equity Financing Commitments" and together with the Debt Financing Commitments, the "Financing Commitments"), between
Parent and Newton Holding, LLC, between Newton Holding, LLC and TPG Partners III, L.P. and TPG Partners IV, L.P. (collectively,
"TPG") and between Newton Holding, LLC and Warburg Pincus Private Equity VIII, L.P., Warburg Pincus Netherlands Private
Equity VIII I, C.V. and Warburg Pincus Germany Private Equity VIII K.G. (collectively, "WP" and, together with TPG, the
"Investors") pursuant to which the Investors have committed to invest the amount set forth therein (the "Equity Financing" and
together with the Debt Financing, the "Financing"). Except as permitted pursuant to Section 6.10(b), none of the Financing
Commitments has been amended or modified prior to the date of this Agreement, and the respective commitments contained in the
Financing Commitments have not been withdrawn or rescinded in any respect. The Financing Commitments are in full force and
effect. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than
as set forth in or contemplated by the