Neiman Marcus 2009 Annual Report Download - page 364

the Indemnifying Party shall not have the right to direct the defense of such action on behalf of the Indemnified Party), in any of
which events the attorneys' fees and expenses of counsel to the Indemnified Party shall be borne by the Indemnifying Party.
(c) The Indemnifying Party shall promptly notify the Indemnified Party if the Indemnifying Party desires not
to assume, or participate in, the defense of any such claim, suit or action.
(d) The Indemnified Party or Indemnifying Party may at any time notify the other of its intention to settle or
compromise any claim, suit or action against the Indemnified Party in respect of which payments may be sought by the Indemnified
Party hereunder, and (i) the Indemnifying Party may settle or compromise any such claim, suit or action solely for the payment of
money damages for which the Indemnified Party will be fully indemnified hereunder, but shall not agree to any other settlement or
compromise without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld (it being
agreed that any failure of an Indemnified Party to consent to any settlement or compromise involving relief other than monetary
damages shall not be deemed to be unreasonably withheld), and (ii) the Indemnified Party may settle or compromise any such claim,
suit or action solely for an amount not exceeding One Thousand Dollars ($1,000), but shall not settle or compromise any other matter
without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld.
18.4 Notice and Additional Rights and Limitations.
(a) If an Indemnified Party fails to give prompt notice of any claim being made or any suit or action being
commenced in respect of which indemnification under this ARTICLE XVIII may be sought, such failure shall not limit the liability of
the Indemnifying Party; provided, however, that this provision shall not be deemed to limit the Indemnifying Party's rights to recover
from the Indemnified Party for any loss, cost or expense which it can establish resulted from such failure to give prompt notice.
(b) This ARTICLE XVIII shall govern the obligations of the Parties with respect to the subject matter hereof
but shall not be deemed to limit the rights that either Party might otherwise have at law or in equity.
(c) Notwithstanding anything to the contrary in this Agreement, no Party shall be liable to the other for
punitive or exemplary damages relating to or arising out of this Agreement, any breach hereof or any of the transactions provided for
therein, unless the Indemnified Party shall have become liable to a third party for such amounts.
ARTICLE XIX
MISCELLANEOUS
19.1 Precautionary Security Interest. The NMG Companies and Bank agree that this Agreement contemplates the
extension of credit by Bank to Cardholders and that the NMG Companies' submission of NMG Charge Transaction Data to Bank shall
constitute assignment by the NMG Companies of any and all right, title and interest in such NMG Charge
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