Neiman Marcus 2009 Annual Report Download - page 179

compromises of litigation in the ordinary course of business consistent with past practice which in any event (i) do not exceed, in
any individual case, $10,000,000 and (ii) would not prohibit or materially restrict the Company and its subsidiaries from operating
their business as they have historically;
(n) adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or
other reorganization of the Company or any of its subsidiaries (other than the Merger);
(o) open or close, or commit to open or close, any retail locations other than any such openings or closings disclosed in the SEC
Reports;
(p) enter into or amend any transaction, arrangement, understanding or Contract with any executive officer, director or other affiliate
of the Company or any of its subsidiaries or any person beneficially owning 5% or more of the Company Common Stock that
would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act; or
(q) agree to take any of the actions described in Sections 5.1(a) through 5.1(p) or any action which, to the knowledge of the Company,
would reasonably be expected to prevent, materially delay or materially impede the consummation of the Merger or the other
transactions contemplated by this Agreement.
SECTION 5.2 Consultation Rights. The Company shall keep Parent reasonably apprised of the status of, and all other material
matters regarding, the Credit Card Business Transaction and the Kate Spade Put, and the Company shall consult with Parent in good
faith regarding all such material matters a reasonable period of time prior to making any payment or entering into any Contract,
settlement or other binding arrangement regarding such material matters. The Company shall afford Parent the right to participate in
any negotiation regarding such material matters to the extent reasonably requested by Parent.
SECTION 5.3 Conduct of Business of Parent and Merger Sub Pending the Merger. Each of Parent and Merger Sub agrees that,
between the date of this Agreement and the Effective Time, it shall not, directly or indirectly, take any action (i) to cause its
representations and warranties set forth in Article IV to be untrue in any material respect; or (ii) that would, or would reasonably be
expected to, individually or in the aggregate, prevent, materially delay or materially impede the ability of Parent or Merger Sub to
consummate the Merger or the other transactions contemplated by this Agreement.
SECTION 5.4 No Control of Other Party's Business. Nothing contained in this Agreement shall give Parent, directly or indirectly,
the right to control or direct the Company's or its subsidiaries' operations prior to the Effective Time, and nothing contained in this
Agreement shall give the Company, directly or indirectly, the right to control or direct Parent's or its subsidiaries' operations prior to
the Effective Time. Prior