Neiman Marcus 2009 Annual Report Download - page 366

shall consider any such proposal in good faith but shall be entitled to accept or reject any such proposal in its sole discretion.
19.5 Subcontracting. Except as approved by the Management Committee, it is understood and agreed that, in
fulfilling its obligations under this Agreement, no Person other than a Party hereto or its Affiliates may perform such Party's functions;
provided that, to the extent a Party is not required to obtain Management Committee approval under Section 3.2(d)(iv) to outsource or
subcontract a service, the Parties and their Affiliates may subcontract or outsource such service to such third party. Each Party hereto
shall be responsible for functions performed by such Affiliates or other Persons to the same extent the Party would be responsible if it
performed such functions itself.
19.6 Sales and Use Tax. This Agreement is intended to be a tax included contract for Texas sales and use taxes
due on the taxable Texas portion of the Services performed by NMG that benefit Bank in Texas. Bank shall provide to NMG a multi-
state benefit exemption certificate and a letter instructing NMG to pay directly to the State of Texas the Texas sales and use tax due
under this Agreement.
19.7 Amendment. Except as provided herein, this Agreement may not be amended except by a written
instrument signed by each of the Bank Companies and each of the NMG Companies.
19.8 Non-Waiver. No delay by a Party hereto in exercising any of its rights hereunder, or partial or single
exercise of such rights, shall operate as a waiver of that or any other right. The exercise of one or more of a Party's rights hereunder
shall not be a waiver of, or preclude the exercise of, any rights or remedies available to such Party under this Agreement or in law or at
equity.
19.9 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.
19.10 Waiver of Jury Trial and Venue.
(a) Each Party 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 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 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 agrees that a judgment in any such action or proceeding may be enforced in
other jurisdictions by suit on the judgment or in
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