Neiman Marcus 2009 Annual Report Download - page 222

Agreement and each Ancillary Agreement has been duly authorized by each Seller party thereto by all necessary corporate
action. This Agreement has been duly executed and delivered by each Seller party hereto and each Ancillary Agreement has
been, or shall have been at the Closing Date, duly executed and delivered by each Seller party thereto. Assuming that this
Agreement has been, and that the Ancillary Agreements have been or shall be on or prior to the Closing Date duly authorized,
executed and delivered by the Purchaser, this Agreement is, and the Ancillary Agreements are or shall be at the Closing Date,
the legal, valid and binding obligations of the Sellers party hereto and thereto, enforceable against such Sellers in accordance
with their respective terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent transfer and
other laws affecting creditors' rights generally and to general equitable principles.
(c) Governmental and Third-Party Consents. No notices, reports or other filings are required to be made by the Sellers
with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Sellers from, any
Governmental Authority or any other third party in connection with the execution, delivery or performance of this Agreement
and the Ancillary Agreements by the Sellers or the consummation by them of the transactions contemplated by this Agreement
or the Ancillary Agreements, except for the Requisite Regulatory Approvals and the other Previously Disclosed regulatory and
third party approvals and for such other notices, reports, filings, consents, registrations, approvals, permits or authorizations the
failure to obtain which would not reasonably be expected to have a Material Adverse Effect on the Business or the Sellers.
(d) No Conflicts. The execution, delivery and performance by the applicable Sellers of this Agreement and the Ancillary
Agreements do not, and (subject to obtaining the Requisite Regulatory Approvals and other Previously Disclosed governmental
and third-party consents, registrations, approvals, permits and authorizations referred to in Section 4.1(c)) the consummation of
the transactions contemplated by this Agreement and the Ancillary Agreements will not:
(1) breach or violate the Constituent Documents of the Sellers;
(2) breach or violate any Requirement of Law or Applicable Order applicable to the Sellers;
(3) breach, violate or result in a default under the terms, conditions or provisions of any Contract of any of the
Sellers, or give any third party the right to terminate or cancel any right of any of the Sellers under any Contract of such
Seller, or accelerate the performance of its obligations thereunder, in each case where such Contract relates to the
Business or is binding upon the Acquired Assets; or
(4) result in the creation of any Lien on any Acquired Asset other than a Permissible Lien (with or without the
giving of notice or the lapse of time, or both);
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