Neiman Marcus 2009 Annual Report Download - page 239

(b) by either the Purchaser or the Parent, if any Requisite Regulatory Approval or any other approval of a Governmental
Authority, the lack of which would result in the failure to satisfy the condition set forth in Section 7.1(a) has been denied by the
applicable Governmental Authority and such denial has become final and nonappealable;
(c) by either the Purchaser or the Parent, if (i) any permanent injunction or action by any Governmental Authority of
competent jurisdiction prohibiting consummation of the transactions contemplated by this Agreement or the Ancillary
Agreements becomes final and nonappealable; (ii) any law or regulation makes consummation of the transactions contemplated
by this Agreement or the Ancillary Agreements illegal or otherwise prohibited; or (iii) consummation of the transactions
contemplated by this Agreement or the Ancillary Agreements would violate any nonappealable final order, decree or judgment
of any Governmental Authority having competent jurisdiction;
(d) by either the Purchaser or the Parent if the Purchase and Assumption is not consummated by August 31, 2005;
provided, however, that neither the Purchaser nor the Parent may terminate this Agreement pursuant to this Section 8.1(d) if
such party's breach of any representation, warranty or covenant contained herein has been the cause of or resulted in the failure
to consummate such transactions by such date; or
(e) by either the Purchaser or the Parent, in the event of a breach or default in the performance by the other party of any
representation, warranty, covenant or agreement of such other party, which breach or default (i) would, individually or in the
aggregate with all other uncured breaches and defaults of such other party, constitute grounds for the conditions set forth in
Section 7.2(a) or (b) or Section 7.3(a) or (b), as the case may be, not to be satisfied at the Closing Date and (ii) has not been, or
cannot be, cured within thirty (30) days after written notice, describing such breach or default in reasonable detail, is given by
the terminating party to the breaching or defaulting party.
SECTION 8.2. Effect of Termination. If this Agreement is terminated, it shall become void and of no further effect and no
party hereto shall have any liability or further obligation to any other party to this Agreement, except that (a) the representations set
forth in Sections 4.1(q) and 4.2(j) and the obligations set forth in Sections 5.3(b)-(d), this Section 8.2 and Article X (other than
Section 10.9 thereof) shall continue to apply following any such termination and (b) termination of this Agreement shall not relieve
any party of any liability arising out of or resulting from any knowing or willful breach of any covenant under, or for any fraudulent
misrepresentation under, this Agreement by such party prior to such termination.
ARTICLE IX
SURVIVAL; INDEMNIFICATION
SECTION 9.1. Survival. (a) The representations or warranties of the parties in this Agreement shall survive the Closing
until the first anniversary of the Closing Date. Notwithstanding the foregoing, the representation and warranty in Section 4.1(l) shall
survive the Closing and remain in effect until the expiration of the applicable statute of limitations.
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