Neiman Marcus 2009 Annual Report Download - page 362

(b) any breach by an NMG Company of any of the material terms, covenants, representations, warranties or
other provisions contained in this Agreement;
(c) any actions or omissions by Bank taken or not taken at an NMG Company's written request or direction
pursuant to this Agreement except where Bank would have been otherwise required to take such action (or refrain from acting) absent
the request or direction of the NMG Companies;
(d) dishonest or fraudulent acts by a Retail Merchant, or any of its agents or employees, in connection with the
Program (except to the extent of any amount charged back pursuant to Section 8.5);
(e) any failure by the Retail Merchants to satisfy any of their obligations to third parties with respect to the
sale by them to such third parties of NMG Goods and Services;
(f) any Solicitation Materials distributed by an NMG Company and not (i) approved by the Management
Committee or (ii) provided by Bank;
(g) any claim, suit or proceeding by any third party arising out of the failure of a Retail Merchant to comply
with Applicable Law in connection with the Program or the Operating Procedures, unless such failure was the result of any action
taken or not taken by such Retail Merchant at the written request or direction of Bank;
(h) the NMG Companies' Inserts or Billing Statement messages; and
(i) allegations by a third party that the use of the NMG Licensed Marks constitutes infringement of any
Intellectual Property right of such third party.
18.2 Bank Companies' Indemnification of the NMG Companies. From and after the Effective Date, the Bank
Companies' shall indemnify and hold harmless NMG, its Affiliates and their respective officers, directors and employees from and
against and in respect of any and all losses, liabilities, damages, costs and expenses of whatever nature, including reasonable attorneys'
fees and expenses, which are caused or incurred by, result from, arise out of or relate to:
(a) Bank's or its Affiliate's negligence or recklessness or willful misconduct (including acts and omissions)
relating to the Program;
(b) any breach by Bank or any of its Affiliates, employees or agents of any of the material terms, covenants,
representations, warranties or other provisions contained in this Agreement or any Cardholder Agreement;
(c) any actions or omissions by any of the NMG Companies taken or not taken at the Bank Companies' written
request or direction pursuant to this Agreement, except where the NMG Companies would have been otherwise required to take such
action (or refrain from acting) absent the request or direction of any Bank Company;
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