Neiman Marcus 2009 Annual Report Download - page 212

"Estimated Purchase Price" means the amount payable by the Purchaser on the Closing Date in accordance with the
Estimated Closing Statement.
"Excluded Assets" means the assets of the Sellers and their Affiliates not being acquired by the Purchaser hereunder,
including the following:
(1) all rights under any Contracts other than the Securitization Documents and the Account Agreements;
(2) all cash and cash equivalents on hand and cash and cash equivalents in bank accounts maintained by the Sellers
or any of their Affiliates, other than in the Securitization Bank Accounts;
(3) all insurance policies maintained by or for the benefit of the Sellers or any of their Affiliates and all claims
accrued thereunder;
(4) all Intellectual Property Rights, other than rights to the Cardholder List and the Master File (in each case, subject
to the restrictions set forth in the Program Agreement);
(5) all rights, claims, credits or other rights to payment, causes of action, or rights of set-off against third parties,
other than those set forth in clause (6) of "Acquired Assets";
(6) all licenses, permits or other authorizations of any Governmental Authorities held or used by the Sellers;
(7) all interests in real property of the Sellers and their Affiliates, whether or not related to or used in the Business;
(8) all tangible personal property of the Sellers and their Affiliates, whether or not related to or used in the Business;
(9) all right, title and interest of the Sellers and their Affiliates in and to any and all other assets and properties, of
any kind whatsoever, that are not principally used in the conduct of the Business;
(10) all customer data relating to customers of the Sellers and their Affiliates (whether or not any portion thereof is
duplicated in the Cardholder List and the Master File); and
(11) all current Taxes receivable, deferred Tax assets and prepaid Taxes, Tax payments due from Affiliates, and
entitlements to refunds or credits for overpayment of Taxes, all to the extent set forth in Article VI.
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