Neiman Marcus 2009 Annual Report Download - page 193

performed by, or complied with by, it under this Agreement at or prior to the Effective Time; and
(c) Parent shall have received a certificate of the Chief Executive Officer or the Chief Financial Officer of the Company,
certifying that the conditions set forth in Sections 7.2(a) and (b) have been satisfied.
SECTION 7.3 Conditions to Obligations of the Company. The obligation of the Company 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) the representations and warranties of Parent and Merger Sub set forth in this Agreement shall be true and correct in all
material respects, in each case as of the Effective Time as though made on and as of such date (unless any such representation or
warranty is made only as of a specific date, in which event such representation and warranty shall be true and correct in all material
respects as of such specified date);
(b) each of Parent and Merger Sub shall have performed in all material respects the obligations, and complied in all material
respects with the agreements and covenants, required to be performed by or complied with by it under this Agreement at or prior to the
Closing Date; and
(c) the Company shall have received certificates of the Chief Executive Officer or the Chief Financial Officer of each of Parent
and Merger Sub, certifying that the conditions set forth in Sections 7.3(a) and (b) have been satisfied.
ARTICLE VIII
TERMINATION, AMENDMENT AND WAIVER
SECTION 8.1 Termination. This Agreement may be terminated and the Merger contemplated hereby may be abandoned at any
time prior to the Effective Time, notwithstanding adoption thereof by the stockholders of the Company:
(a) by mutual written consent of Parent, Merger Sub and the Company;
(b) by Parent or the Company if any court of competent jurisdiction or other Governmental Entity located or having jurisdiction
within the United States shall have issued a final order, decree or ruling or taken any other final action restraining, enjoining or
otherwise prohibiting the Merger and such order, decree, ruling or other action is or shall have become final and nonappealable;
(c) by either Parent or the Company if the Effective Time shall not have occurred on or before the date which is six months from
the date hereof (the "Termination Date"); provided, however, that if the Marketing Period has not ended on or before August 15, 2005,
the Termination Date shall be the earlier of (A) the tenth business day following