Neiman Marcus 2009 Annual Report Download - page 227

(2) breach or violate any Requirement of Law or Applicable Order applicable to the Purchaser or the Purchaser
Parent;
(3) breach, violate or result in a default under the terms, conditions or provisions of any Contract of the Purchaser or
the Purchaser Parent, or give any third party the right to terminate or cancel any right of the Purchaser or the Purchaser
Parent under any such Contract, or accelerate the performance of its obligation thereunder; or
(4) result in the creation of any Lien on the properties or assets of the Purchaser or the Purchaser Parent, other than
Permissible Liens;
except in each case described in clause (2), (3) or (4), for any breach, violation, default, termination, cancellation, acceleration or
Lien that would not reasonably be expected to have a Material Adverse Effect on the Purchaser or on the Business following the
Closing Date.
(e) Absence of Certain Changes. Since December 31, 2004, there has not been any change in the financial condition or
results of operations of the Purchaser or the Purchaser Parent that has had or would reasonably be expected to have a Material
Adverse Effect on the Purchaser or on the Business following the Closing Date.
(f) Compliance with Laws.
(1) Except to the extent that any of the following would not reasonably be expected to have a Material Adverse
Effect on the Purchaser or the Business after the Closing Date,
(A) the Purchaser is in compliance with all Requirements of Law relating to its credit card business; and
(B) neither the Purchaser nor any of its Affiliates is subject to any capital plan or supervisory agreement, cease-
and-desist or similar order or directive or memorandum of understanding between it and any Governmental
Authority or issued by any Governmental Authority, nor has any of them adopted any board resolutions at the
request of any Governmental Authority.
(2) Neither the Purchaser nor any of its Affiliates is subject to any order, directive or restriction of any kind issued
by any Governmental Authority that restricts in any respect its operation of its credit card business; and Purchaser is not
aware of any fact or circumstance that would in any way delay or impede its ability to (A) consummate the transactions
contemplated hereby and by the Program Agreement or (B) timely perform all of its obligations hereunder and thereunder.
20