Neiman Marcus 2009 Annual Report Download - page 195

any of the foregoing; or
(f) by either Parent or the Company if, upon a vote taken thereon at the Stockholders Meeting or any postponement or
adjournment thereof, this Agreement shall not have been adopted by the Company Requisite Vote.
SECTION 8.2 Effect of Termination. (a) In the event of the termination of this Agreement pursuant to Section 8.1, this
Agreement shall forthwith become void and there shall be no liability or obligation on the part of any party hereto, except with respect
to Sections 6.4(b), 6.9, 6.10, this Section 8.2, Section 8.3 and Article IX, which shall survive such termination; provided, however,
that, except as set forth in Section 8.2(g), nothing contained herein shall relieve any party from liability for any willful and material
breach hereof.
(b) If this Agreement is terminated pursuant to Section 8.1(f), then the Company shall pay Parent an amount equal to the sum of
Parent's Expenses (not to exceed $20,000,000 in the aggregate) for which Parent has not theretofore been reimbursed by the Company.
"Expenses" includes all reasonable out-of-pocket expenses (including all fees and expenses of financing sources, counsel, accountants,
investment bankers, experts and consultants to a party hereto and its affiliates) incurred by a party or on its behalf in connection with
or related to the authorization, preparation, negotiation, execution and performance of this Agreement. Payment of Parent's Expenses
pursuant to this Section 8.2(b) shall be made not later than two business days after delivery to the Company of notice of demand for
payment and a documented itemization setting forth in reasonable detail all such Expenses of Parent (which itemization may be
supplemented and updated from time to time by Parent until the ninetieth day after Parent delivers such notice of demand for
payment).
(c) In the event that this Agreement is terminated by the Company pursuant to Section 8.1(d)(ii) or by Parent pursuant to
Section 8.1(e)(ii), then the Company shall pay $140,300,000 (such amount, the "Termination Fee") to Parent or as directed by Parent,
at or prior to the time of termination in the case of a termination pursuant to Section 8.1(d)(ii) or as promptly as reasonably practicable
(and, in any event, within two business days following such termination) in the case of a termination pursuant to Section 8.1(e)(ii),
payable by wire transfer of same day funds.
(d) In the event that (i) this Agreement is terminated (A) by Parent or the Company pursuant to Section 8.1(f) and, at any time
after the date of this Agreement and prior to the Stockholders Meeting, an Acquisition Proposal shall have been publicly disclosed or
otherwise communicated to the senior management or Board of Directors of the Company and shall not have been irrevocably
withdrawn prior to the Stockholders Meeting, (B) by Parent pursuant to Section 8.1(e)(i) and, at any time after the date of this
Agreement and prior to the breach giving rise to Parent's right to terminate under Section 8.1(e)(i), an Acquisition Proposal shall have
been publicly disclosed or otherwise communicated to the senior management or Board of Directors of the Company and shall not
have been irrevocably withdrawn prior to the breach giving rise to Parent's right to