Neiman Marcus 2009 Annual Report Download - page 188

with any proceeding by a private party, with any other person, and to the extent permitted by the FTC, the DOJ or such other
applicable Governmental Entity or other person, give the other party the opportunity to attend and participate in such meetings and
conferences. For purposes of this Agreement, "Antitrust Law" means the Sherman Act, as amended, the Clayton Act, as amended, the
HSR Act, the Federal Trade Commission Act, as amended, and all other Laws that are designed or intended to prohibit, restrict or
regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or
acquisition.
(c) In furtherance and not in limitation of the covenants of the parties contained in Sections 6.8(a) and (b), if any objections are
asserted with respect to the transactions contemplated hereby under any Antitrust Law or if any suit is instituted (or threatened to be
instituted) by the FTC, the DOJ or any other applicable Governmental Entity or any private party challenging any of the transactions
contemplated hereby as violative of any Antitrust Law or which would otherwise prevent, materially impede or materially delay the
consummation of the transactions contemplated hereby, each of Parent, Merger Sub and the Company shall use its reasonable best
efforts to resolve any such objections or suits so as to permit consummation of the transactions contemplated by this Agreement,
including in order to resolve such objections or suits which, in any case if not resolved, would reasonably be expected to prevent,
materially impede or materially delay the consummation of the Merger or the other transactions contemplated hereby, including
selling, holding separate or otherwise disposing of or conducting its business in a manner which would resolve such objections or suits
or agreeing to sell, hold separate or otherwise dispose of or conduct its business in a manner which would resolve such objections or
suits or permitting the sale, holding separate or other disposition of, any of its assets or the assets of its subsidiaries or the conducting
of its business in a manner which would resolve such objections or suits. Without excluding other possibilities, the transactions
contemplated by this Agreement shall be deemed to be materially delayed if unresolved objections or suits delay or would reasonably
be expected to delay the consummation of the transactions contemplated hereby beyond the Termination Date.
(d) Subject to the obligations under Section 6.8(c), in the event that any administrative or judicial action or proceeding is
instituted (or threatened to be instituted) by a Governmental Entity or private party challenging the Merger or any other transaction
contemplated by this Agreement, or any other agreement contemplated hereby, each of Parent, Merger Sub and the Company shall
cooperate in all respects with each other and use its respective reasonable best efforts to contest and resist any such action or
proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary,
preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by
this Agreement.
(e) Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval or consent from any
person (other than a Governmental Entity) with respect to the Merger, (i) without the prior written consent of Parent (which shall not
be unreasonably withheld or delayed), none of the Company or any of its subsidiaries