Neiman Marcus 2009 Annual Report Download - page 369

releases and other announcements as may be required by Applicable Law or the applicable rules and regulations of any governmental
agency or stock exchange and (b) publications prepared solely by and for employees of any of the NMG Companies or the Bank
Companies, or their respective Affiliates.
19.19 No Set-Off. The NMG Companies and the Bank Companies agree that each Party has waived any right to
set-off, combine, consolidate or otherwise appropriate and apply (i) any assets of the other Party held by the Party or (ii) any
indebtedness or other liabilities at any time owing by the Party to the other Party, as the case may be, against or on account of any
obligations owed by the other Party under this Agreement, except as expressly set forth herein.
19.20 Conflict of Interest. Each Party hereto, in performing it obligations hereunder, shall establish and
maintain appropriate business standards, procedures and controls designed to ensure that such Party shall perform and conduct its
operations in a manner consistent with the Program Objectives and in such a way as not to disparage or embarrass or otherwise
adversely affect the other Party and its Affiliates. Each Party shall review such standards, procedures and controls with reasonable
frequency during the Term including those related to the activities of its employees and agents in their relations with the employees,
agents and representatives of the other Party hereto and with other third parties.
19.21 Third Parties. There are no third-party beneficiaries to this Agreement. Except for the Indemnified
Parties with respect to indemnity claims pursuant to Article XVII, the Parties do not intend: (i) the benefits of this Agreement to inure
to any third party; or (ii) any rights, claims or causes of action against a Party to be created in favor of any person or entity other than
the other Party.
19.22 Force Majeure. If performance of any service or obligation under this Agreement is prevented, restricted,
delayed or interfered with by reason of labor disputes, strikes, acts of God, floods, lightning, severe weather, shortages of materials,
rationing, utility or communication failures, earthquakes, war, revolution, civil commotion, acts of public enemies, terrorist attacks,
blockade, embargo or any law, order, proclamation, regulation, ordinance, demand or requirement having legal effect of any
government or any judicial authority or representative of any such government, or any other act whatsoever, whether similar or
dissimilar to those referred to in this clause, which are beyond the reasonable control of a Party and could not have been prevented by
reasonable precautions, (each, a "Force Majeure Event") then such Party shall be excused from such performance to the extent of and
during the period of such Force Majeure Event. A Party excused from performance pursuant to this Section 19.22 shall exercise all
reasonable efforts to continue to perform its obligations hereunder, including by implementing its disaster recovery and business
continuity plan as provided in Section 7.3(d), and shall thereafter continue with reasonable due diligence and good faith to remedy its
inability to so perform except that nothing herein shall obligate either Party to settle a strike or other labor dispute when it does not
wish to do so. Notwithstanding the foregoing, if a condition constituting a Force Majeure Event with respect to the Bank Companies,
on the one hand, or the NMG Companies, on the other hand, exists for more than thirty (30) consecutive days (or five (5) days in the
case of any payment obligation) and such Party is unable to perform a material obligation (which shall be deemed to include any
payment obligation pursuant to Article VIII or
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