Neiman Marcus 2009 Annual Report Download - page 241

Purchaser and its Affiliates shall be entitled to indemnification for the full amount of Losses in excess of the Deductible Amount; and
(c) for Losses, in the aggregate, incurred or suffered by the Purchaser or any of its Affiliates in excess of the Indemnity Cap.
SECTION 9.3. Indemnification by the Purchaser. The Purchaser and the Purchaser Parent jointly and severally agree to
indemnify each Seller and each of their respective Affiliates against, and agree to hold each of them harmless from, any and all Losses
incurred or suffered by a Seller or any such Affiliate because of (1) any material breach of a representation or warranty of the
Purchaser contained in Section 4.2 (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 4.2(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 Purchaser in this Agreement, (3) any Assumed Liability, (4) the operation of the Business from and after the
Closing, (5) the failure by the Purchaser 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 from and after 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 Purchaser 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 from and after the Closing, (7) the failure by the Purchaser 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 from and
after the Closing, or (8) any false or misleading advertising or other misrepresentation by the Purchaser or any of its Affiliates or any
of their respective agents, directors, officers or employees to Cardholders from and after the Closing. Notwithstanding the foregoing,
the Sellers and their Affiliates shall not be entitled to indemnity pursuant to clause (1) of this Section 9.3: (a) in respect of any De
Minimis Claim; (b) for any Losses until the aggregate amount of all Losses incurred or suffered by the Sellers or any of their Affiliates
(excluding Losses related to all De Minimis Claims) exceeds the Deductible Amount, in which case the Sellers and their Affiliates
shall be entitled to indemnification for the full amount of Losses in excess of the Deductible Amount; and (c) for Losses, in the
aggregate, incurred or suffered by the Sellers or their Affiliates in excess of the Indemnity Cap.
SECTION 9.4. Notice, Settlements and Other Matters. (a) A party seeking indemnification pursuant to Section 9.2 or 9.3
(an "Indemnified Party") must give prompt written notice to the party from whom such indemnification is sought (the "Indemnifying
Party") of the assertion of any claim, or the commencement of any action or proceeding, in respect of which indemnity may be sought
hereunder specifying in reasonable detail the individual items of the Losses in respect of which indemnification is sought including the
amount, the date each such item was paid, incurred or properly accrued, and the specific details of the breach of representation,
warranty or covenant or other claim or matter to which such item is related. In the event that any third party claim is made against the
Indemnified Party and the Indemnified Party notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party
may elect at any time to negotiate a settlement or a compromise of such action or claim or to defend such action or claim, in each case
at its sole cost and expense (subject to the limitations set forth in Section 9.2, if the Parent is the Indemnifying Party, or
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