Neiman Marcus 2009 Annual Report Download - page 211

"Class" has the meaning set forth in the Pooling and Servicing Agreement.
"Code" means the Internal Revenue Code of 1986, as amended.
"Constituent Documents" means the articles of association, articles of incorporation, certificate of incorporation, by-laws
and/or other organizational documents, as appropriate, of any Person.
"Contract" means, with respect to any Person, any agreement, undertaking, contract, indenture, deed of trust or other
instrument, document or agreement by which that Person, or any amount of its properties, is bound and/or subject.
"Credit Card" means a proprietary card that may be used by the holder to purchase goods and services of Parent or its
Subsidiaries or their respective licensees through open-end revolving credit, commonly known as a credit or charge card;
provided that the term does not include: (i) any gift card; (ii) any debit card, stored value card, electronic or digital cash card or
any other card that does not provide the holder thereof with the ability to obtain credit other than through an overdraft line or
similar feature; or (iii) any card issued to the holder of a securities brokerage account that allows the holder to obtain credit
through a margin account.
"Cut-Off Time" means 11:59 PM Pacific time on the date immediately preceding the Closing Date.
"Deductible Amount" has the meaning set forth on Schedule F.
"De Minimis Claim Amount" has the meaning set forth on Schedule F.
"Disclosure Schedule" means, with respect to the Sellers or the Purchaser, a schedule delivered to the other party on or
before the date of this Agreement setting forth, among other things, items the disclosure of which is required under this
Agreement either in response to an express disclosure requirement contained in a provision of this Agreement or as an exception
to one or more of the representations or covenants contained in this Agreement; provided that the mere inclusion of an item in a
Disclosure Schedule as an exception to a representation shall not be considered an admission by the disclosing party that such
item (or any non-disclosed item or information of comparable or greater significance) represents a material exception or fact,
event or circumstance or that such item has had or is reasonably expected to result in a Material Adverse Effect with respect to
the disclosing party or the Business.
"Escrow Agent" means an escrow agent to be selected by the Parties, who shall act as the escrow agent in connection with
the transactions contemplated by this Agreement pursuant to an escrow agent agreement to be entered into among such escrow
agent and the Parties.
"Estimated Closing Statement" means a statement prepared by the Sellers, substantially in the form of Schedule A,
showing in reasonable detail the calculation of the Estimated Purchase Price, based on data available as of the fifth Business
Day preceding the Cut-Off Time.
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