Neiman Marcus 2009 Annual Report Download - page 213

"Excluded Liabilities" means Liabilities of the Sellers, their Subsidiaries and Affiliates (or any of their respective
predecessors), other than the Assumed Liabilities, of any kind whatsoever, whether presently in existence or arising hereafter,
including:
(1) Liabilities for Taxes relating to the Business, the Acquired Assets, the Assumed Liabilities or the Master Trust
to the extent set forth in Article VI;
(2) the portion of any Liability principally related to an Excluded Asset;
(3) Liabilities related to, associated with or arising out of any action, claim, suit or proceeding arising out of or
relating to the operation of the Business, the Acquired Assets or the Master Trust, including any breach of the
Securitization Documents, prior to the Closing, whether such action, claim, suit or proceeding is brought prior to, on or
after the Closing;
(4) all loan loss reserves maintained by the Sellers in respect of (i) the Accounts and (ii) the amounts owing in
respect thereof from Cardholders; and
(5) all Liabilities constituting, arising out of or incurred in connection with any Merger Financing Arrangement or
New Securitization Assets.
"Federal Funds Rate" means the offered rate as reported in The Wall Street Journal in the "Money Rates" section for
reserves traded among commercial banks for overnight use in amounts of one million dollars or more or, if no such rate is
published for a day, the rate published for the preceding Business Day, calculated on a daily basis based on a 365-day year.
"Final Closing Statement" means a statement prepared by the Parent, substantially in the form of Schedule A, showing in
reasonable detail the Parent's calculation of the Purchase Price, based on the data with respect to the Accounts and the Acquired
Assets as of the Cut-Off Time.
"GAAP" means generally accepted accounting principles in the United States.
"Governmental Authority" means any domestic or foreign governmental, regulatory or self-regulatory authority, agency,
court, tribunal, commission or other governmental, regulatory or self-regulatory entity exercising legislative, judicial, regulatory
or administrative functions.
"Gross Receivables" means amounts owing (net of credit balances) to the Sellers from Cardholders with respect to
Accounts (including outstanding loans, cash advances and other extensions of credit; billed or posted but unbilled finance
charges and late charges; Accrued Interest; and any other fees, charges and interest assessed on the Accounts).
"HSR Act" means the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended.
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