Neiman Marcus 2009 Annual Report Download - page 192

or in the aggregate, would make the timely satisfaction of any of the conditions set forth in Sections 7.1, 7.2 and 7.3 impossible or
unlikely. This Section 6.11 shall not constitute a covenant or agreement for purposes of Section 7.2(b), 7.3(b), 8.1(d) or 8.1(e).
ARTICLE VII
CONDITIONS OF MERGER
SECTION 7.1 Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the
Merger shall be subject to the satisfaction or waiver at or prior to the Effective Time of the following conditions:
(a) this Agreement shall have been adopted by the stockholders of the Company by the Company Requisite Vote;
(b) no Law (whether temporary, preliminary or permanent) shall have been enacted, entered, promulgated or enforced by any
United States or state court or United States Governmental Entity which prohibits, restrains or enjoins the consummation of the
Merger; provided, however, that prior to invoking this condition each party agrees to comply with Section 6.8; and
(c) the waiting period (and any extension thereof) applicable to the Merger under the HSR Act shall have been terminated or shall
have expired.
SECTION 7.2 Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to effect the
Merger shall be further subject to the satisfaction or waiver at or prior to the Effective Time of the following conditions:
(a) (i) the representations and warranties set forth in Sections 3.3 (a) and 3.18 shall be true and correct as of the date of this
Agreement and as of the Effective Time as though made on and as of the Effective Time (except to the extent expressly made as of an
earlier date, in which case as of such earlier date), except for any failure to be true and correct that would be immaterial to Parent and
Merger Sub; and (ii) the other representations and warranties of the Company contained in this Agreement shall be true and correct
(without giving effect to any limitation on any representation or warranty indicated by the words "Material Adverse Effect", "in all
material respects", "in any material respect", "material" or "materially," except for the limitation set forth in clause (i) of Section 3.8)
as of the date of this Agreement and as of the Effective Time, as though made on and as of the Effective Time (except to the extent
expressly made as of an earlier date, in which case as of such earlier date), except where the failure of any such representations and
warranties to be so true and correct would not reasonably be expected to have, individually or in the aggregate, a Material Adverse
Effect.
(b) the Company shall have performed in all material respects the obligations, and complied in all material respects with the
agreements and covenants, required to be