Neiman Marcus 2009 Annual Report Download - page 194

the final day of the Marketing Period and (B) December 16, 2005; provided further, that the right to terminate this Agreement
pursuant to this Section 8.1(c) shall not be available to the party seeking to terminate if any action of such party (or, in the case of
Parent, Merger Sub) or the failure of such party (or, in the case of Parent, Merger Sub) to perform any of its obligations under this
Agreement required to be performed at or prior to the Effective Time has been the cause of, or resulted in, the failure of the Effective
Time to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement; and
provided further, that, if on a date that otherwise would have been a Termination Date the conditions set forth in Section 7.1(c) are the
only conditions in Article VII, other than conditions that cannot be satisfied until the Closing, that shall not have been satisfied on
such date, either Parent or the Company may unilaterally extend the Termination Date by three months, in which case the Termination
Date shall be deemed for all purposes to be such later date;
(d) by the Company (i) if there shall have been a breach of any representation, warranty, covenant or agreement on the part of
Parent or Merger Sub contained in this Agreement such that the condition set forth in Sections 7.3(a) or 7.3(b) would not be satisfied
and, in either such case, such breach is not capable of being cured or, if capable of being cured, shall not have been cured prior to the
earlier of (A) 20 business days following notice of such breach to Parent, (B) the Termination Date and (C) with respect to any breach
by Parent or Merger Sub in connection with obtaining the proceeds pursuant to the Financing or using such proceeds as contemplated
hereunder, the final day of the Marketing Period; provided that the Company shall not have the right to terminate this Agreement
pursuant to this Section 8.1(d)(i) if the Company is then in material breach of any of its covenants or agreements contained in this
Agreement, or (ii) prior to the adoption of this Agreement by the stockholders of the Company, in accordance with, and subject to the
terms and conditions of, Section 6.5(b);
(e) by Parent (i) if there shall have been a breach of any representation, warranty, covenant or agreement on the part of the
Company contained in this Agreement such that the conditions set forth in Sections 7.2(a) or 7.2(b) would not be satisfied and, in
either such case, such breach is not capable of being cured or, if capable of being cured, shall not have been cured prior to the earlier
of (A) 20 business days following notice of such breach to the Company and (B) the Termination Date; provided that Parent shall not
have the right to terminate this Agreement pursuant to this Section 8.1(e)(i) if Parent or Merger Sub is then in material breach of any
of its covenants or agreements contained in this Agreement, or (ii) if the Board of Directors of the Company (A) shall have withdrawn,
modified or changed (it being understood and agreed that any "stop-look-and-listen" communication by the Board of Directors of the
Company to the stockholders of the Company pursuant to Rule 14d-9(f) of the Exchange Act, or any substantially similar
communication to the stockholders of the Company in connection with the commencement of a tender offer or exchange offer, shall
not be deemed to constitute a withdrawal, modification or change of its recommendation of this Agreement or the Merger) in a manner
adverse to Parent or Merger Sub its approval or recommendation of this Agreement or the Merger or (B) shall have recommended to
the stockholders of the Company an Acquisition Proposal other than the Merger, or shall have resolved to effect