Neiman Marcus 2009 Annual Report Download - page 214

"Indemnity Claim Amount" has the meaning set forth on Schedule F.
"Intellectual Property Right" means any intellectual property right, including any trademark, service mark or other source
indicator and all goodwill associated therewith, invention, patent, copyright, trade secret, know-how, and any registration or
application for registration of any of the foregoing.
"Instrument of Assignment and Assumption" means the Instrument of Assignment and Assumption in the form attached as
Annex B, to be entered into at Closing.
"Investor Certificateholder" has the meaning set forth in the Pooling and Servicing Agreement.
"Knowledge" means, with respect to the Sellers, the actual knowledge of the persons named in Section 1.1(a) of the Seller
Disclosure Schedules, after reasonable inquiry, with respect to Sellers and, with respect to the Purchaser, the actual knowledge
of the persons named in Section 1.1 of the Disclosure Schedules, after reasonable inquiry, with respect to Purchaser.
"Liability" means any debt, liability, commitment or obligation, of any kind whatsoever, whether due or to become due,
known or unknown, accrued or fixed, absolute or contingent, or otherwise.
"Lien" means, with respect to any property, any lien, security interest, mortgage, pledge, charge or encumbrance relating
to that property, including the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title
retention agreement relating to such property.
"Master File" means the master file maintained by the Sellers and the Service Provider with respect to the Accounts,
including identification and other customer data and Account information, the names and addresses of Cardholders with respect
to the Accounts and any and all adjustments made with respect to the Accounts.
"Master Trust" means the Neiman Marcus Group Credit Card Master Trust.
"Material Adverse Effect" means:
(a) With respect to the Business, a material adverse change in, or a material adverse effect upon, the results of
operations or financial condition of the Business, taken as a whole, excluding any effect or change attributable to or resulting
from (1) events, conditions or trends in economic, business or financial conditions generally or affecting the credit card services
or consumer credit business, the banking or financial services industry or the retail department store industry, (2) financial
market conditions, including interest rates or changes therein, (3) changes in laws, GAAP or regulatory accounting principles,
(4) any action, omission, change, effect, circumstance or condition contemplated by this Agreement, or attributable to the
signing and announcement of this Agreement or the transactions contemplated by this Agreement and the Ancillary Agreements
or (5) any actions or omissions required by the terms of this Agreement or the Ancillary Agreements or any action taken or not
taken at the request or direction of the other party or parties hereto; and
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