Neiman Marcus 2009 Annual Report Download - page 175

Financing Commitments. The aggregate proceeds contemplated by the Financing Commitments, together with available cash of the
Company, will be sufficient for Merger Sub and the Surviving Corporation to pay the aggregate Merger Consideration and any other
repayment or refinancing of debt contemplated in this Agreement or the Financing Commitments and to pay all related fees and
expenses. As of the date of this Agreement, Parent does not have any reason to believe that any of the conditions to the Financing will
not be satisfied or that the Financing will not be available to Merger Sub on the Closing Date.
SECTION 4.8 Parent and Merger Sub. (a) Each of Parent and Merger Sub has been formed solely for the purpose of
engaging in the transactions contemplated hereby and prior to the Effective Time will have engaged in no other business activities and
will have incurred no liabilities or obligations other than as contemplated herein.
(b) Prior to the Effective Time, Parent shall deliver to the Company a complete and correct description of its capital structure and
ownership and that of its equity holders (excluding the Investors). On the date set for Closing, the Investors shall cause Merger Sub to
be capitalized with an initial capitalization of not less than $1,550,000,000. At the Closing, the Investors and their affiliates shall,
directly or indirectly, own all of the outstanding equity securities of Parent.
SECTION 4.9 Ownership of Shares. As of the date of this Agreement, none of Parent, Merger Sub or their respective
controlled affiliates owns (directly or indirectly, beneficially or of record) any Shares and none of Parent, Merger Sub or their
respective controlled affiliates holds any rights to acquire any Shares except pursuant to this Agreement.
SECTION 4.10 Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of
Parent is necessary to approve this Agreement or the Merger or the transactions contemplated hereby. The vote or consent of Parent as
the sole stockholder of Merger Sub (which shall have occurred prior to the Effective Time) is the only vote or consent of the holders
of any class or series of capital stock of Merger Sub necessary to approve this Agreement or the Merger or the transactions
contemplated hereby.
SECTION 4.11 No Other Representations or Warranties. Except for the representations and warranties contained in this
Article IV, the Company acknowledges that none of Parent, Merger Sub or any other person on behalf of Parent or Merger Sub makes
any other express or implied representation or warranty with respect to Parent or Merger Sub or with respect to any other information
provided to the Company.