Neiman Marcus 2009 Annual Report Download - page 187

(e) This covenant is intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties and their
respective heirs and legal representatives. The indemnification provided for herein shall not be deemed exclusive of any other rights to
which an Indemnified Party is entitled, whether pursuant to Law, contract or otherwise.
(f) In the event that the Surviving Corporation or Parent or any of their respective successors or assigns (i) consolidates with or
merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or
(ii) transfers or conveys all or substantially all of its properties and assets to any person, then, and in each such case, proper provision
shall be made so that the successors and assigns of the Surviving Corporation or Parent, as the case may be, shall succeed to the
obligations set forth in Section 6.6 and this Section 6.7. In addition, the Surviving Corporation shall not distribute, sell, transfer or
otherwise dispose of any of its assets in a manner that would reasonably be expected to render the Surviving Corporation unable to
satisfy its obligations under this Section 6.7.
SECTION 6.8 Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its
reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable
under applicable Law to consummate the Merger and the other transactions contemplated by this Agreement. In furtherance and not in
limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the
HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within five business days of
the date hereof and to supply as promptly as reasonably practicable any additional information and documentary material that may be
requested pursuant to the HSR Act and use its reasonable best efforts to take or cause to be taken all other actions necessary, proper or
advisable consistent with this Section 6.8 to cause the expiration or termination of the applicable waiting periods under the HSR Act
as soon as practicable. Without limiting the foregoing, the parties shall request and shall use reasonable best efforts to obtain early
termination of the waiting period provided for in the HSR Act.
(b) Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, shall, in connection with the efforts
referenced in Section 6.8(a) to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement
under the HSR Act or any other Antitrust Law, use its reasonable best efforts to (i) cooperate in all respects with each other in
connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated
by a private party; (ii) keep the other party reasonably informed of any communication received by such party from, or given by such
party to, the Federal Trade Commission (the "FTC"), the Antitrust Division of the Department of Justice (the "DOJ") or any other U.S.
or foreign Governmental Entity and of any communication received or given in connection with any proceeding by a private party, in
each case regarding any of the transactions contemplated hereby; and (iii) permit the other party to review any communication given
by it to, and consult with each other in advance of any meeting or conference with, the FTC, the DOJ or any other Governmental
Entity or, in connection