Neiman Marcus 2009 Annual Report Download - page 196

terminate under Section 8.1(e)(i), or (C) by Parent or the Company pursuant to Section 8.1(c) and at any time after the date of this
Agreement and prior to the termination of this Agreement, 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communicated to the senior management or Board of Directors of the Company and shall not have been irrevocably withdrawn prior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 termination of this Agreement, and (ii) within twelve months after this termination, the Company enters into an agreement in
respect of any Acquisition Proposal or a transaction pursuant to which any Acquisition Proposal is consummated, then the Company
shall pay the Termination Fee (minus the amount, if any, previously paid pursuant to Section 8.2(b)) to Parent, by wire transfer of
same day funds, on the date of the agreement in respect of the Acquisition Proposal or, if earlier, consummation of the transaction in
respect of the Acquisition Proposal, as may be applicable; provided that, for purpose of this Section 8.2(d), the term "Acquisition
Proposal" shall have the meaning assigned to such term in Section 6.5(a), except that the references to "20% or greater" and "20% or
more" shall be deemed to be references to "50% or greater" and "50% or more", respectively).
(e) In the event that (i) this Agreement is terminated by the Company pursuant to Section 8.1(d)(i) as a result of a breach by
Parent or Merger Sub of its respective obligation to effect the Closing pursuant to Section 1.2 hereof and satisfy its obligations under
Article II including depositing (or causing to be deposited) with the Paying Agent sufficient funds to make all payments pursuant to
Section 2.4(b) and (ii) Parent and Merger Sub fail to effect the Closing and satisfy such obligations because of a failure to receive the
proceeds of one or more of the debt financings contemplated by the Debt Financing Commitments or because of their refusal to accept
debt financing on terms materially less beneficial to Merger Sub than the terms set forth in one or more of the Debt Financing
Commitments, then Merger Sub shall pay $140,300,000 (the "Merger Sub Termination Fee") to the Company or as directed by the
Company as promptly as reasonably practicable (and, in any event, within two business days following such termination), payable by
wire transfer of same day funds.
(f) Each of the Company and Merger Sub acknowledges that the agreements contained in this Section 8.2 are an integral part of
the transactions contemplated by this Agreement. In the event that the Company shall fail to pay the Termination Fee or Parent's
Expenses when due or Merger Sub shall fail to pay the Merger Sub Termination Fee when due, the Company or Merger Sub and
Parent, as the case may be, shall reimburse the other party for all reasonable costs and expenses actually incurred or accrued by such
other party (including reasonable fees and expenses of counsel) in connection with the collection under and enforcement of this
Section 8.2.
(g) Notwithstanding anything to the contrary in this Agreement, (i) (A) in the event that Parent or Merger Sub breaches its
respective obligation to effect the Closing pursuant to Section 1.2 hereof and satisfy its obligations under Article II including
depositing (or causing to be deposited) with the Paying Agent sufficient funds to make all payments pursuant to Section 2.4(b),
(B) Parent and Merger Sub fail to effect the Closing and satisfy such obligations because of a failure to receive the proceeds of one or
more of the debt financings contemplated by the Debt Financing Commitments (other than as a