Neiman Marcus 2009 Annual Report Download - page 202

accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to
enforce specifically the terms and provisions of this Agreement in the Court of Chancery of the State of Delaware or, if under
applicable law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State
of Delaware, this being in addition to any other remedy to which such party is entitled at law or in equity. In addition, each of the
parties hereto (i) consents to submit itself to the personal jurisdiction of the Court of Chancery of the State of Delaware or any court of
the United States located in the State of Delaware in the event any dispute arises out of this Agreement or any of the transactions
contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other
request for leave from any such court, (iii) agrees that it will not bring any action relating to this Agreement or any of the transactions
contemplated by this Agreement in any court other than the Court of Chancery of the State of Delaware or, if under applicable law
exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of Delaware
and (iv) consents to service being made through the notice procedures set forth in Section 9.2. Each of the Company, Parent and
Merger Sub hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective
addresses set forth in Section 9.2 shall be effective service of process for any suit or proceeding in connection with this Agreement or
the transactions contemplated hereby.
SECTION 9.11 Parent Guarantee. Parent agrees to take all action necessary to cause Merger Sub or the Surviving Corporation, as
applicable, to perform all of its respective agreements, covenants and obligations under this Agreement. Parent unconditionally
guarantees to the Company the full and complete performance by Merger Sub or the Surviving Corporation, as applicable, of its
respective obligations under this Agreement and shall be liable for any breach of any representation, warranty, covenant or obligation
of Merger Sub or the Surviving Corporation, as applicable, under this Agreement. This is a guarantee of payment and performance
and not collectibility. Parent hereby waives diligence, presentment, demand of performance, filing of any claim, any right to require
any proceeding first against Merger Sub or the Surviving Corporation, as applicable, protest, notice and all demands whatsoever in
connection with the performance of its obligations set forth in this Section 9.11.
SECTION 9.12 Interpretation. When reference is made in this Agreement to a Section, such reference shall be to a Section of this
Agreement unless otherwise indicated. Whenever the words "include", "includes" or "including" are used in this Agreement, they shall
be deemed to be followed by the words "without limitation." The words "hereof," "herein," "hereby" and "hereunder" and words of
similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this
Agreement. The word "or" shall not be exclusive. This Agreement shall be construed without regard to any presumption or
rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.