Neiman Marcus 2009 Annual Report Download - page 226

acquire and operate the Business as currently conducted or as proposed to be conducted. The Purchaser Parent is a corporation,
duly organized and validly existing under the laws of Delaware.
(b) Authorization and Validity. The Purchaser and the Purchaser Parent each has the requisite corporate power and
authority to execute, deliver and perform its obligations under this Agreement and each of the Ancillary Agreements to which it
is a party. This Agreement and each Ancillary Agreement have been duly authorized by the Purchaser by all necessary corporate
action. This Agreement has been duly authorized by Purchaser Parent by all necessary corporate action. This Agreement has
been duly executed and delivered by the Purchaser and the Purchaser Parent and each Ancillary Agreement has been or shall
have been, at the Closing Date, duly executed and delivered by the Purchaser. Assuming that this Agreement has been, and the
Ancillary Agreements have been or will be on or prior to the Closing Date, duly authorized, executed and delivered by the
Sellers party thereto, this Agreement is, and the Ancillary Agreements shall be at the Closing Date, the legal, valid and binding
obligations of the Purchaser and, to the extent it is a party thereto, the Purchaser Parent, enforceable against the Purchaser and,
to the extent it is a party thereto, the Purchaser Parent, 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 Purchaser
or the Purchaser Parent with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by
either of them from, any Governmental Authority or any other third party in connection with the execution, delivery and
performance of this Agreement and the Ancillary Agreements by the Purchaser and the Purchaser Parent, as applicable or the
consummation by the Purchaser and the Purchaser Parent, as applicable of the transactions contemplated by this Agreement or
the Ancillary Agreements, except for the Requisite Regulatory 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 Purchaser or on the Business following the Closing Date. The Purchaser and the Purchaser
Parent have no reason to believe that they will not be able to obtain the Requisite Regulatory Approvals on a timely basis.
(d) No Conflicts. The execution, delivery and performance by the Purchaser and the Purchaser Parent of this Agreement
and the Ancillary Agreements do not, and (subject to obtaining the Previously Disclosed governmental and third-party consents,
registrations, approvals, permits and authorizations referred to in Section 4.2(c)) the consummation of the transactions
contemplated by this Agreement and the Ancillary Agreements will not:
(1) breach or violate the Purchaser's or the Purchaser Parent's Constituent Documents;
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