Neiman Marcus 2009 Annual Report Download - page 186

Agreement and the transactions and actions contemplated hereby), whether asserted or claimed prior to, at or after the Effective Time,
to the fullest extent permitted under applicable Law. In the event of any such claim, action, suit, proceeding or investigation, (x) each
Indemnified Party will be entitled to advancement of reasonable expenses incurred in the defense of any claim, action, suit, proceeding
or investigation from Parent or the Surviving Corporation within ten business days of receipt by Parent or the Surviving Corporation
from the Indemnified Party of a reasonably detailed request therefor; provided that any person to whom expenses are advanced
provides an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification,
(y) neither Parent nor the Surviving Corporation shall settle, compromise or consent to the entry of any judgment in any proceeding or
threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Party
hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all
liability arising out of such action, suit, proceeding, investigation or claim or such Indemnified Party otherwise consents, and (z) the
Surviving Corporation shall cooperate in the defense of any such matter.
(b) The certificate of incorporation and by-laws of the Surviving Corporation shall contain provisions no less favorable with
respect to indemnification, advancement of expenses and exculpation of individuals who were directors and officers prior to the
Effective Time than are presently set forth in the Company's Certificate of Incorporation and By-laws, which provisions shall not be
amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would adversely affect
the rights thereunder of any such individuals.
(c) Prior to the Effective Time, the Company shall endeavor to (and if it is unable to, Parent shall cause the Surviving Corporation
to after the Effective Time) obtain and fully pay (up to a maximum cost of 300% of the current annual premium paid by the Company
for its existing coverage in the aggregate) for "tail" insurance policies (providing only for the Side A coverage for Indemnified Parties
where the existing policies also include coverage for the Company) with a claims period of at least six years from the Effective Time
from an insurance carrier with the same or better credit rating as the Company's current insurance carrier with respect to directors' and
officers' liability insurance in an amount and scope at least as favorable as the Company's existing policies with respect to matters
existing or occurring at or prior to the Effective Time. Parent shall, and shall cause the Surviving Corporation to, honor and perform
under (i) all indemnification agreements entered into by the Company or any of its subsidiaries and (ii) the obligations set forth on
Section 6.7(c) of the Company Disclosure Schedule.
(d) Notwithstanding anything herein to the contrary, if any claim, action, suit, proceeding or investigation (whether arising before,
at or after the Effective Time) is made against any Indemnified Party on or prior to the sixth anniversary of the Effective Time, the
provisions of this Section 6.7 shall continue in effect until the final disposition of such claim, action, suit, proceeding or investigation.