Neiman Marcus 2009 Annual Report Download - page 245

SECTION 10.7. Waiver of Jury Trial and Venue.
(a) Each party hereto hereby waives all right to trial by jury in any action or proceeding to enforce or defend any rights
under this Agreement.
(b) Each party hereto hereby irrevocably submits to the jurisdiction of the United States District Court for the State of
Delaware or, if such federal jurisdiction is unavailable, in the state courts of the State of Delaware over any action arising out of this
Agreement, and each party hereto hereby irrevocably waives any objection which such party may now or hereafter have to the laying
of improper venue or forum non conveniens. Each party hereto agrees that a judgment in any such action or proceeding may be
enforced in other jurisdictions by suit on the judgment or in any manner provided by law. Any and all service of process and any other
notice in any such suit, action or proceeding with respect to this Agreement shall be effective against any party hereto if given as
provided herein.
SECTION 10.8. Severability. In case any one or more of the provisions contained herein shall be invalid, illegal or
unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions contained herein shall
not in any way be affected or impaired thereby, and this Agreement shall be reformed, construed and enforced as if such invalid,
illegal or unenforceable provision or portion of any provision had never been contained herein and there had been contained herein
instead such valid, legal and enforceable provisions as would most nearly accomplish the intent and purpose of such invalid, illegal or
unenforceable provision.
SECTION 10.9. No Petition. The Purchaser covenants and agrees that it shall not, prior to the date that is one year and one
day after the final payment of any series of investor certificates or any other series issued by the Master Trust, acquiesce, petition or
otherwise invoke the process of any Governmental Authority for the purpose of commencing or sustaining a case against NFC or the
Master Trust under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee,
custodian, sequestrator or other similar official of NFC or the Master Trust or any substantial part of its property or ordering the
winding up or liquidation of the affairs of NFC or the Master Trust.
SECTION 10.10. Public Announcement. Except for any notice which is required by law or regulation, each of the
Purchaser and the Purchaser Parent, on the one hand, and the Parent and BG, on the other hand, agrees that it shall not (and, in the
case of the Parent, shall cause NFC not to) issue a press release, make any other public statement or make any statement to employees
with respect to the transactions contemplated by this Agreement or the Ancillary Agreements without the prior written consent of the
other, which consent shall not be unreasonably withheld or delayed. Each of the Purchaser and the Purchaser Parent, on the one hand,
and the Parent and BG, on the other hand, agrees, if possible, to notify and consult (and in the case of the Parent, to cause NFC to
notify and consult) with the others at least 24 hours in advance of filing any notice required by law or regulation.
SECTION 10.11. Third-Party Beneficiaries. Nothing in this Agreement, expressed or implied, shall confer on any person,
other than the parties hereto and NFC or their respective successors, any rights, remedies, obligations or liabilities; provided that the
provisions of Article IX shall inure to the benefit of the Indemnified Parties.
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