Neiman Marcus 2009 Annual Report Download - page 215

(b) With respect to the Sellers or the Purchaser, a material impairment of the ability of the relevant Person or
Persons to perform its or their material obligations under this Agreement or the Ancillary Agreements.
"Merger Agreement" the Agreement and Plan of Merger, dated as of May 1, 2005, as the same may be amended,
supplemented or modified from time to time, among Newton Acquisition Inc., Newton Acquisition Merger Sub, Inc. and the
Parent.
"Merger Closing" means the closing of the Merger contemplated by the Merger Agreement.
"Merger Financing Arrangement" the incurrence of indebtedness secured by any or all of the Acquired Assets, the
issuance of New Securitization Assets, the transfer of Securitization Assets or New Securitization Assets and/or the payment of
dividends in connection with the foregoing, in each case in order to finance all or any portion of the merger consideration and
other amounts payable in connection with the Merger Closing.
"New Securitization Assets" means any new certificates or interests issued to any Person pursuant to the Securitization
Documents in connection with, or securing, any Merger Financing Arrangement.
"New Seller" means any direct or indirect wholly-owned Subsidiary of Parent established in connection with any Merger
Financing Arrangement that holds some or all of the Securitization Assets or New Securitization Assets.
"NMG Shopper Data" has the meaning set forth in the Program Agreement.
"Non-Card Payment Plan" means the payment plans referred to in Section 1.1(b) of the Seller Disclosure Schedules and
such other payment plans not associated with a Credit Card as may be offered by Sellers following the date hereof and prior to
the Closing Date pursuant to which the obligor thereunder may purchase goods and services of the Parent and its Subsidiaries
and their respective licensees through revolving credit or pursuant to a retail installment sale arrangement.
"Permissible Liens" means (a) restrictions or imperfections of title that do not materially detract from the value or impair
the use of the Acquired Asset, and (b) Liens (i) for taxes, assessments and other governmental charges or levies (1) not yet due
or (2) which are being contested in good faith by appropriate action and as to which adequate reserves for contested amounts
have been set aside in accordance with GAAP, (ii) created under the Securitization Documents or (iii) created to secure the
obligations arising upon or after the Merger Closing under any Merger Financing Arrangement, provided that such Liens shall
be released at or prior to the Closing.
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