Neiman Marcus 2008 Annual Report Download - page 350

ARTICLE III
Representations and Warranties
Each Loan Party represents and warrants to the Lenders that:
SECTION 3.01. Organization; Powers. Each of the Loan Parties and each of its Subsidiaries is duly organized,
validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to own
its property and assets and to carry on its business as now conducted and, except where the failure to do so, individually or in the
aggregate, would not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good
standing in, every jurisdiction where such qualification is required.
SECTION 3.02. Authorization; Enforceability. The Transactions are within each applicable Loan Party's corporate
powers and have been duly authorized by all necessary corporate and, if required, stockholder action of such Loan Party. Each Loan
Document to which each Loan Party is a party have been duly executed and delivered by such Loan Party and is a legal, valid and
binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency or
similar laws affecting creditors' rights generally and to general principles of equity.
SECTION 3.03. Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or
approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or
made and are in full force and effect, except for filings necessary to perfect Liens created pursuant to the Loan Documents and the
ABL Security Documents and except for filings in connection with consummating the Merger and filings as may be required under the
Exchange Act and applicable stock exchange rules in connection therewith, (b) will not violate any Requirement of Law applicable to
any Loan Party or any of its Subsidiaries, (c) will not violate or result in a default under any indenture, agreement or other instrument
binding upon any Loan Party or any of its Subsidiaries or its assets, or (except for the Merger Consideration and the 2008 Notes Call
for Redemption) give rise to a right thereunder to require any payment to be made by any Loan Party or any of its Subsidiaries, and
(d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any of its Subsidiaries, except Liens
created pursuant to the Loan Documents and the ABL Security Documents; except, in each case other than with respect to the creation
of Liens, to the extent that any such violation, default or right, or any failure to obtain such consent or approval or to take any such
action, would not reasonably be expected to result in a Material Adverse Effect.
SECTION 3.04. Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to
the Lenders its consolidated balance sheet and statements of earnings, shareholders' equity and cash flows (i) as of and for the fiscal
years ended July 31, 2004 and July 30, 2005, each reported on by Deloitte & Touche LLP, independent public accountants, and (ii) to
the extent possible in the exercise of the Borrower's commercially reasonable efforts, as of and for each subsequent fiscal month ended
at least thirty (30) days before the Closing Date, certified by its chief financial officer. Such financial statements present fairly, in all
material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as
of such dates and for such periods in accordance with GAAP, subject to the absence of footnotes and normal year-end adjustments in
the case of the statements referred to in clause (ii) above.
(b) The Borrower has heretofore delivered to the Lenders its unaudited pro forma consolidated balance sheet and
related pro forma statements of earnings, shareholder's equity and cash flows as of July 30, 2005, prepared giving effect to the
Transactions as if they had occurred, with respect to such balance sheet, on such date and, with respect to such other financial
statements, on the first day of
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