Neiman Marcus 2009 Annual Report Download - page 370

Article IX) under this Agreement due to such Force Majeure Event, then the other Party shall have the right to terminate this
Agreement upon written notice to the Party subject to such Force Majeure Event; provided, however, that (i) prior to delivering
written notice of termination in respect of such Force Majeure Event, the Party seeking to terminate this Agreement shall call, and the
Parties shall attend one or more Management Committee to consider and vote upon a plan to outsource the material obligation that
such Party is unable to perform and (ii) in the event such outsourcing arrangement is agreed to, the Parties shall promptly implement
such arrangement and this Agreement may not be terminated unless such Force Majeure Event continues on the fifteenth (15th) day
following approval of such outsourcing arrangement.
19.23 Entire Agreement. This Agreement, together with the Schedules hereto which are expressly incorporated
herein by reference, supersedes any other agreement, whether written or oral, that may have been made or entered into by the NMG
Companies and Bank (or by any officer or employee of any such Parties) relating to the matters specified herein, and constitutes the
entire agreement by the Parties related to the matters specified herein or therein.
19.24 Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto
and their respective successors and permitted assigns. This Agreement is the product of negotiation by the Parties having the
assistance of counsel and other advisers. It is the intention of the Parties that this Agreement not be construed more strictly with
regard to one Party than with regard to the other.
19.25 Counterparts/Facsimiles. This Agreement may be executed in any number of counterparts, all of which
together shall constitute one and the same instrument, but in making proof of this Agreement, it shall not be necessary to produce or
account for more than one such counterpart. Any facsimile of an executed counterpart shall be deemed an original.
19.26 Survival. Upon the expiration or termination of this Agreement, the Parties shall have the rights and
remedies described herein. Upon such expiration or termination, all obligations of the Parties under this Agreement shall cease,
except that the obligations of the Parties pursuant to Schedule 4.6(f) and the corresponding provisions of Section 4.6(f) (Alternative
Risk Change Payment Arrangements), ARTICLE VI (Cardholder Information), Section 8.5 (Bank Right to Charge Back), Article X
(Intellectual Property), ARTICLE XII (Access, Audit and Dispute Resolution), Article XIII (Confidentiality), ARTICLE XVII
(Effects of Termination), ARTICLE XVIII (Indemnification), Section 19.1 (Precautionary Security Interest), Section 19.6 (Sales and
Use Tax), Section 19.10 (Waiver of Jury Trial and Venue) and Section 19.11 (Governing Law; Compliance with Law) shall survive
the expiration or termination of this Agreement.
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