Neiman Marcus 2009 Annual Report Download - page 197

result of a reduction in such proceeds to be made available to Merger Sub pursuant to the terms of the Debt Financing Commitments,
including for this purpose a failure to satisfy any condition relating to a leverage ratio or other financial test contained in such Debt
Financing Commitments) that, together with the amount of equity financing committed pursuant to the Equity Financing
Commitments, are sufficient to fund the transactions contemplated hereby 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, and (C) Parent
and Merger Sub are not otherwise in breach of this Agreement (including their respective obligations pursuant to Section 6.10) except
as contemplated by clauses (i)(A) and (i)(B) above such that the condition set forth in Section 7.3(b) would not be satisfied, then the
Company's right to terminate this Agreement pursuant to Section 8.1(d)(i) and receive payment of the Merger Sub Termination Fee
pursuant to Section 8.2(e) shall be the sole and exclusive remedy of the Company and its subsidiaries against Parent, Merger Sub and
any of their respective affiliates, stockholders, partners, members, directors, officers or agents for any loss or damage suffered as a
result of the breach of any representation, warranty, covenant or agreement contained in this Agreement by Parent or Merger Sub and
the failure of the Merger to be consummated, and upon payment of the Merger Sub Termination Fee in accordance with
Section 8.2(e), none of Parent, Merger Sub or any of their respective affiliates, stockholders, partners, members, directors, officers or
agents shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this
Agreement, and (ii) in no event shall Parent, Merger Sub and their affiliates, stockholders, partners, members, directors, officers and
agents be subject to liability in excess of $500,000,000 in the aggregate for all losses and damages arising from or in connection with
breaches by Parent or Merger Sub of the representations, warranties, covenants and agreements contained in this Agreement.
SECTION 8.3 Expenses. Except as otherwise specifically provided herein, each party shall bear its own expenses in connection
with this Agreement and the transactions contemplated hereby. Expenses incurred in connection with the filing, printing and mailing
of the Proxy Statement shall be shared equally by Parent and the Company.
SECTION 8.4 Amendment. This Agreement may be amended by the parties hereto by action taken by or on behalf of their
respective Boards of Directors at any time prior to the Effective Time, whether before or after adoption of this Agreement by the
stockholders of the Company; provided, however, that, after adoption of this Agreement by the stockholders of the Company, no
amendment may be made which by Law requires the further approval of the stockholders of the Company without such further
approval. This Agreement may not be amended except by an instrument in writing signed by the parties hereto.
SECTION 8.5 Waiver. At any time prior to the Effective Time, any party hereto may (i) extend the time for the performance of
any of the obligations or other acts of the other parties hereto, (ii) waive any inaccuracies in the representations and warranties
contained herein or in any document delivered pursuant hereto and (iii) subject to the requirements of applicable Law, waive
compliance with any of the agreements or conditions contained