Neiman Marcus 2009 Annual Report Download - page 201

SECTION 9.4 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by
any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect
so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party.
Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall
negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable
manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.
SECTION 9.5 Entire Agreement; Assignment. This Agreement (including the Exhibits hereto), the Company Disclosure
Schedule, the Parent Disclosure Schedule and the Confidentiality Agreements constitute the entire agreement among the parties with
respect to the subject matter hereof and supersede all prior agreements and undertakings, both written and oral, among the parties, or
any of them, with respect to the subject matter hereof. This Agreement shall not be assigned by operation of law or otherwise without
the prior written consent of each of the other parties, except that Parent may assign all or any of its rights and obligations hereunder to
any direct or indirect wholly-owned subsidiary of Parent; provided, however, that no such assignment shall relieve the assigning part
of its obligations hereunder.
SECTION 9.6 Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and
nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any rights, benefits or remedies of
any nature whatsoever under or by reason of this Agreement, other than with respect to the provisions of Section 6.7 which shall inure
to the benefit of the persons or entities benefiting therefrom who are intended to be third-party beneficiaries thereof.
SECTION 9.7 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of
Delaware (without giving effect to choice of law principles thereof).
SECTION 9.8 Headings. The descriptive headings contained in this Agreement are included for convenience of reference only
and shall not affect in any way the meaning or interpretation of this Agreement.
SECTION 9.9 Counterparts. This Agreement may be executed and delivered (including by facsimile transmission) in one or more
counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an
original but all of which taken together shall constitute one and the same agreement.
SECTION 9.10 Specific Performance; Jurisdiction. The parties agree that irreparable damage would occur in the event that any of
the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is