Neiman Marcus 2009 Annual Report Download - page 221

(collectively, the "Purchase and Assumption") shall, subject to Section 10.5, take place at the offices of Simpson Thacher & Bartlett
LLP, 425 Lexington Avenue, New York, New York, on the second Business Day after the last of the conditions set forth in Sections
7.1, 7.2 and 7.3 (other than conditions relating solely to the delivery of documents to be dated the Closing Date) has been satisfied or
waived in accordance with the terms of this Agreement or at such other date or location as the parties hereto jointly designate in
writing (the "Closing Date").
(b) At the Closing, the Purchaser and Purchaser Parent shall, and the Parent shall and shall cause the Sellers and the
Trustee to, deliver or cause to be delivered to each other instruments of sale, assignment, transfer, amendment and conveyance of
the Acquired Assets and the Assumed Liabilities, respectively, in substantially the forms set forth in Annexes C and D, as
appropriate, appropriately executed by the Sellers, the Trustee, the Purchaser and the Purchaser Parent.
(c) At the Closing, the Purchaser shall pay the Estimated Purchase Price by wire transfer of immediately available
funds (in U.S. dollars) prior to 11:00 a.m. Eastern time on the Closing Date to an account or accounts specified by the Parent at
least one Business Day prior to the Closing Date.
(d) In the event that the Closing occurs after the Merger Closing, the Purchaser shall pay the Estimated Purchase Price
by wire transfer of immediately available funds (in U.S. dollars) prior to 11:00 am Eastern time on the Closing Date to the Escrow
Agent. Upon receipt by the Escrow Agent of a certificate from the Parent to the effect that the Estimated Purchase Price, together
with any additional funds made available by the Parent or its Affiliates at Closing, is sufficient to cause Sections 7.2(f) and (g) to
be satisfied upon release of all or a portion of the Estimated Purchase Price to the Parent or a third party designated by the Parent,
including to any lender or agent acting on behalf of the lenders under the terms of any Merger Financing Arrangement, the Escrow
Agent shall release the Estimated Purchase Price to the Parent and/or such third party designated by the Parent.
ARTICLE IV
REPRESENTATIONS OF THE PARTIES
SECTION 4.1. Representations of the Parent. Except as Previously Disclosed, the Parent represents to the Purchaser as
follows:
(a) Existence and Authority. Each Seller is duly organized and validly existing under its jurisdiction of organization. Each
Seller has the requisite power and authority to own the Acquired Assets and to carry on the Business as currently conducted, and
is duly qualified to do business in each jurisdiction where the ownership or operation of the Acquired Assets or the conduct of
the Business requires such qualification, except for any failure to have such authority or be so qualified that would not
reasonably be expected to have a Material Adverse Effect on the Business or the Sellers.
(b) Authorization and Validity. Each Seller has the requisite corporate power and authority to execute, deliver and
perform its obligations under this Agreement (if applicable) and each of the Ancillary Agreements to which it is a party. Each of
this
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