Neiman Marcus 2009 Annual Report Download - page 218

"Tax Opinion" has the meaning assigned to such term in the Pooling and Servicing Agreement.
"Tax Return" means any return, declaration, report or similar statement required to be filed with respect to any Taxes
(including any attached schedules) including any information return, claim for refund, amended return and declaration of
estimated Tax.
"Taxes" means any income, corporate franchise, alternative or add-on minimum tax, gross receipts, sales, use, transfer,
gains, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium,
property, environmental or windfall profit tax, custom, duty or other tax, governmental fee or other like assessment or charge,
together with any interest or any penalty, addition to tax or additional amount imposed by any Governmental Authority
responsible for the imposition of any such tax (domestic or foreign).
(b) Each of the following terms is defined in the section of this Agreement set forth opposite such term:
Term Section
Accountant 2.4(c)
Actions 5.10(a)
Agreement Preamble
BG Preamble
Buyer Tax Act 6.1(a)
Closing 3.1(a)
Closing Date 3.1(a)
Confidentiality Agreement 5.3(c)
Credit Card Marks 5.7
De Minimis Claim 9.2
Indemnified Party 9.4(a)
Indemnifying Party 9.4(a)
Losses 9.2
NFC Recitals
Parent Preamble
Pooling and Servicing Agreement Recitals
Program Agreement Recitals
Purchase and Assumption 3.1(a)
Purchaser Preamble
Purchaser Parent Preamble
SECTION 1.2. Interpretation. (a) In this Agreement, unless the context otherwise requires, references to:
(1) the Preamble or the Recitals, Sections, Annexes or Schedules refer to the Preamble or a Recital or Section of, or
Annex or Schedule to, this Agreement;
11