Neiman Marcus 2009 Annual Report Download - page 200

law to close in New York, New York;
(d) "control" (including the terms "controlled", "controlled by" and "under common control with") means the possession,
directly or indirectly or as trustee or executor, of the power to direct or cause the direction of the management policies of a
person, whether through the ownership of stock, as trustee or executor, by contract or credit arrangement or otherwise;
(e) "corresponding section" means the section of the Company Disclosure Schedule or Parent Disclosure Schedule, as
applicable, which corresponds to the section number of the representation or warranty qualified and each other section of
the Company Disclosure Schedule or Parent Disclosure Schedule, as applicable, that contains a disclosure where it is
reasonably apparent that it should be an exception to such representation or warranty;
(f) "generally accepted accounting principles" means the generally accepted accounting principles set forth in the opinions
and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and
statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other
entity as may be approved by a significant segment of the accounting profession in the United States, in each case, as
applicable, as of the time of the relevant financial statements referred to herein
(g) "industries in which the Company and its subsidiaries operate" means the luxury retail segments of the apparel,
accessories, jewelry, beauty and decorative home products industries
(h) "knowledge"(i) with respect to the Company means the actual knowledge of any of the persons set forth in
Section 9.3(g) of the Company Disclosure Schedule and (ii) with respect to Parent or Merger Sub means the actual
knowledge of any of the officers of Parent;
(i) "person" means an individual, corporation, partnership, limited liability company, association, trust, unincorporated
organization, other entity or group (as defined in Section 13(d)(3) of the Exchange Act); and
(j) "subsidiary" or "subsidiaries" of the Company, the Surviving Corporation, Parent or any other person means any
corporation, partnership, joint venture or other legal entity of which the Company, the Surviving Corporation, Parent or
such other person, as the case may be (either alone or through or together with any other subsidiary), owns, directly or
indirectly, 50% or more of the stock or other equity interests the holder of which is generally entitled to vote for the
election of the board of directors or other governing body of such corporation or other legal entity, including, in the case
of the Company, the subsidiaries listed in Section 3.1 of the Company Disclosure Schedule.