Neiman Marcus 2009 Annual Report Download - page 219

(2) any Contract (including this Agreement) refer to the Contract as amended, modified, supplemented or replaced
from time to time;
(3) any statute or regulation refer to the statute or regulation as amended, modified, supplemented or replaced from
time to time (and, in the case of statutes, include any rules and regulations promulgated under the statute) and to any
section of any statute or regulation include any successor to the section;
(4) any Governmental Authority include any successor to the Governmental Authority; and
(5) this Agreement are to this Agreement and the Schedules to it.
(b) The table of contents and headings contained in this Agreement are for reference purposes only and do not limit or
otherwise affect any of the provisions of this Agreement.
(c) Whenever the word "include," "includes" or "including" is used in this Agreement, it will be deemed to be followed
by the words "without limitation."
(d) This Agreement is the product of negotiation by the parties having the assistance of counsel and other advisers. It is
the intention of the parties that this Agreement not be construed more strictly with regard to one party than with regard to the other.
ARTICLE II
PURCHASE, SALE AND ASSUMPTION
SECTION 2.1. Purchase and Sale of the Acquired Assets. On the terms and subject to the conditions of this Agreement at
the time of the Closing and effective from and after the Closing Date, Parent and BG shall, and shall cause NFC to, sell, convey and
assign (or cause their Subsidiaries to sell, convey and assign) to the Purchaser or its designee, free and clear of all Liens, except
Permissible Liens, the Acquired Assets, and the Purchaser or its designee shall purchase the Acquired Assets.
SECTION 2.2. Assumption of Liabilities. On the terms and subject to the conditions of this Agreement, at the Closing and
effective from and after the Closing Date the Purchaser or (without limiting the Purchaser's and Purchaser Parent's obligations under
Article IX) the Purchaser's designee shall assume, pay, defend, discharge and perform as and when due the Assumed Liabilities.
SECTION 2.3. Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing to the
contrary, the Purchaser is assuming only the Assumed Liabilities and not any Excluded Liabilities. The Excluded Liabilities shall be
retained by the Sellers.
SECTION 2.4. Purchase Price; Purchase Price Adjustment. (a) On the second Business Day before the Closing, the
Parent, on behalf of the Sellers, shall deliver to the Purchaser the Estimated Closing Statement reflecting the Sellers' calculation of the
Estimated Purchase Price to be paid by the Purchaser at the Closing.
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