Neiman Marcus 2009 Annual Report Download - page 348

after the other Party shall have given written notice thereof specifying the nature of such failure in reasonable detail, provided that if
such failure cannot be cured in a commercially reasonable manner within such time, such failure shall not constitute an Event of
Default if the defaulting Party shall have initiated and diligently pursued a cure within such time and such cure is completed within
ninety (90) days from the date of written notice regarding such failure, and (ii) such failure shall either have a material adverse effect
on the licensed marks of the non-defaulting Party, or materially diminish the economic value of the Program to the non-defaulting
Party.
(b) Any representation or warranty by such Party contained in this Agreement shall not be true and correct in
any respect as of the date when made, and (i) the Party making such representation or warranty shall fail to cure the event giving rise
to such breach within thirty (30) days after the other Party shall have given written notice thereof specifying the nature of such breach
in reasonable detail, provided that if such failure cannot be cured in a commercially reasonable manner within such time, such breach
shall not constitute an Event of Default if the defaulting Party shall have initiated a cure within such time and such cure is completed
within ninety (90) days from the date of written notice regarding such breach, and (ii) such failure shall either have a material adverse
effect on the Program or the licensed marks of the non-defaulting Party or materially diminish the economic value of the Program to
the non-defaulting Party.
15.2 Defaults by Bank. The occurrence of any one or more of the following events (regardless of the reason
therefor) shall constitute an event of default by Bank hereunder:
(a) Bank shall fail to settle NMG Charge Transaction Data and make payment in full therefor within [***]
after such settlement payment is due pursuant to Section 8.4.
(b) Bank shall fail to make payment in full of any amount set forth on a Monthly Settlement Sheet, Quarterly
Settlement Sheet or Yearly Settlement Sheet when due and payable.
(c) Bank shall fail to make payment in full of any amount due to NMG pursuant to Schedule 7.3(c) within
[***] after such payment is due pursuant to Schedule 7.3(c).
(d) Bank Parent shall fail to make payment in full of any amount owed under the Bank Guarantee to one or
more of the NMG Companies when due and payable.
(e) Any Bank Company or Bank Parent shall no longer be solvent or shall fail generally to pay its debts as
they become due or there shall be a substantial cessation of such Bank Company's or Bank Parent's regular course of business.
(f) Any regulatory authority having jurisdiction over a Bank Company or Bank Parent shall order the
appointment of a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) of such Bank Company or Bank
Parent, as the case may be, or of any substantial part of its properties, or order the winding-up or liquidation of the affairs of any Bank
Company or Bank Parent, and such order shall not be vacated, discharged, stayed or bonded within [***] from the date of entry
thereof.
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