Neiman Marcus 2009 Annual Report Download - page 189

shall pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any
commitment or incur any liability or other obligation due to such person and (ii) no party or its affiliates shall be required to pay or
commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or
to incur any liability or other obligation (provided, however, that such party shall give the other parties hereto the opportunity to make
such payments).
(f) Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 6.8 shall limit a party's right to
terminate this Agreement pursuant to Section 8.1(b) so long as such party has up to then complied in all material respects with its
obligations under this Section 6.8.
SECTION 6.9 Public Announcements. Each of the Company, Parent and Merger Sub agrees that no public release or
announcement concerning the transactions contemplated hereby shall be issued by any party without the prior written consent of the
Company and Parent (which consent shall not be unreasonably withheld or delayed), except as such release or announcement may be
required by Law or the rules or regulations of any applicable United States securities exchange or regulatory or governmental body to
which the relevant party is subject or submits, wherever situated, in which case the party required to make the release or
announcement shall use its reasonable best efforts to allow each other party reasonable time to comment on such release or
announcement in advance of such issuance, it being understood that the final form and content of any such release or announcement,
to the extent so required, shall be at the final discretion of the disclosing party.
SECTION 6.10 Financing. (a) Prior to the Closing, the Company shall provide to Parent and Merger Sub, and shall cause its
subsidiaries to, and shall use its reasonable best efforts to cause the respective officers, employees, Representatives and advisors,
including legal and accounting, of the Company and its subsidiaries to, provide to Parent and Merger Sub all cooperation requested by
Parent that is necessary, proper or advisable in connection with the Financing and the other transactions contemplated by this
Agreement, including (i) participation in meetings, presentations, road shows, due diligence sessions and sessions with rating
agencies, (ii) assisting with the preparation of materials for rating agency presentations, offering documents, private placement
memoranda, bank information memoranda, prospectuses and similar documents required in connection with the Financing,
(iii) executing and delivering any pledge and security documents, other definitive financing documents, or other certificates, legal
opinions or documents as may be reasonably requested by Parent (including a certificate of the chief financial officer of the Company
or any subsidiary with respect to solvency matters and consents of accountants for use of their reports in any materials relating to the
Debt Financing), (iv) furnishing Parent and Merger Sub and their Financing sources with financial and other pertinent information
regarding the Company as may be reasonably requested by Parent, including all financial statements and financial data of the type
required by Regulation S-X and Regulation S-K under the Securities Act and of type and form customarily included in private
placements under Rule 144A of the Securities Act,