Neiman Marcus 2009 Annual Report Download - page 236

ARTICLE VII
CONDITIONS
SECTION 7.1. Conditions to Each Party's Obligations to Effect the Purchase and Assumption. The respective obligations
of the Sellers and the Purchaser to effect the Purchase and Assumption are subject to the fulfillment or written waiver, at or prior to
the Closing Date, of the following conditions:
(a) Governmental and Regulatory Approvals. All of the Requisite Regulatory Approvals shall have been obtained or made
and shall be in full force and effect and all waiting periods required by law (including under the HSR Act) shall have expired or
been terminated, and all other approvals or authorizations of, filings and registrations with, and notifications to, all
Governmental Authorities required to effect the Purchase and Assumption shall have been obtained or made and shall be in full
force and effect, except to the extent that the failure to obtain such an approval or authorization (other than a Requisite
Regulatory Approval) would not reasonably be expected to have a Material Adverse Effect on the Business or on the Sellers or
the Purchaser.
(b) Third Party Consents. The consents and approvals of the Persons set forth in Schedule E shall have been obtained and
shall be in full force and effect, except to the extent that the failure to obtain such a consent or approval would not reasonably be
expected to have a Material Adverse Effect on the Business or the Securitization Assets.
(c) No Injunction or Prohibition. No Governmental Authority of competent jurisdiction shall have enacted, issued,
promulgated, enforced or entered any statute, rule, regulation, by-law, judgment, decree, injunction or other order (whether
temporary, preliminary or permanent) that is in effect and prohibits or makes illegal consummation of the transactions
contemplated by this Agreement or the Ancillary Agreements.
(d) Program Agreement. The Program Agreement shall have been duly executed and delivered by the other party thereto
and shall not have been terminated and shall be in full force and effect.
(e) Instrument of Assignment and Assumption. The Instrument of Assignment and Assumption shall have been duly
executed and delivered by the parties thereto.
(f) Financing Statements. Sellers shall have executed and delivered UCC-1 financing statements to be filed in the Offices
of the Secretaries of State of the states of Delaware and New York and any other state necessary to perfect the sale of the Gross
Receivables purchased pursuant to the Purchase and Assumption.
(g) Securitization Transfer Agreement. The Securitization Transfer Agreement shall have been duly executed and
delivered by the parties thereto and all of the conditions to the effectiveness of the assignment and assumption shall have been
satisfied or, where permissible, waived prior to or concurrently with the Closing Date.
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