Neiman Marcus 2009 Annual Report Download - page 240

(b) No agreement or covenant in this Agreement shall survive the Closing Date, other than the agreements and
covenants set forth in Sections 2.4, 5.3, 5.5, 5.6, 5.7, 5.8, 5.9, 5.10, 5.11, 5.12 and 5.14, Article VI, this Article IX and Article X.
(c) No claim for indemnification pursuant to this Article IX for breach of any representation, warranty or covenant may
be brought after the date on which such representation, warranty or covenant no longer survives; provided, that if a written notice
of a claim for indemnification is given to the indemnifying party in accordance with Section 9.4(a) prior to the termination of the
applicable survival period, the indemnifying party's obligation hereunder with respect to such indemnification claim shall survive
until such claim has been finally resolved.
SECTION 9.2. Indemnification by the Parent. The Parent shall indemnify the Purchaser and its Affiliates against, and
agree to hold each of them harmless from, any and all damage, loss, Liability or expense (including reasonable expenses of
investigation and reasonable attorneys' fees and expenses in connection with any action, suit or proceeding) ("Losses") incurred or
suffered by the Purchaser or any of its Affiliates because of (1) any breach of a representation or warranty of the Parent contained in
Section 4.1 (provided, however, that for the purpose of this provision, with respect to any such representation or warranty (other than
the representation and warranty contained in Section 4.1(e)) that contains a qualification or limitation by reference to a "Material
Adverse Effect", a breach of such representation or warranty shall be deemed to have occurred if there would have been a breach of
such representation or warranty absent such qualification or limitation), (2) any material breach of an agreement or covenant made by
the Parent in this Agreement, (3) any Excluded Liability, (4) any failure of the Parent, the Purchaser or any of their Affiliates to
comply with any applicable "bulk sales" or similar Requirement of Law in connection with the consummation of the transactions
contemplated hereby, (5) any failure by the Parent or any of its Affiliates or any of their respective agents, directors, officers or
employees to comply with any federal, state or local law or regulation with respect to the Business at any time prior to the Closing,
(6) any action, suit, proceeding or claim or other litigation, or any investigation by a Governmental Authority with respect to the
Business involving the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees arising out of
any action or inaction with respect to the Business prior to the Closing, (7) the failure by the Parent or any of its Affiliates or any of
their respective agents, directors, officers or employees to disclose Account Agreement terms to Cardholders at any time prior to the
Closing, or (8) any false or misleading advertising or other misrepresentation by the Parent or any of its Affiliates or any of their
respective agents, directors, officers or employees to Cardholders prior to the Closing. Notwithstanding the foregoing, the Purchaser
and its Affiliates shall not be entitled to indemnity pursuant to clause (1) of this Section 9.2: (a) in respect of any individual set of
claims, facts or occurrences or any series of related claims, facts or occurrences (each such individual set of claims, facts or
occurrences, a "De Minimis Claim") if the aggregate Losses in respect of such De Minimis Claim are less than the De Minimis Claim
Amount; (b) for any Losses until the aggregate amount of all Losses incurred or suffered by the Purchaser or any of its Affiliates
(excluding Losses related to all De Minimis Claims) exceeds the Deductible Amount, in which case the
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