Neiman Marcus 2008 Annual Report Download - page 629

one hundred eighty (180) days after the NMG Companies give written notice that they shall not exercise their option referred to in
Section 17.2 or after the time period for the NMG Companies to exercise such option shall have expired. Bank shall bear all costs and
expenses of any such conversion and the transitioning of services performed by the NMG Companies to the Bank.
(d) Within sixty (60) days (or one hundred twenty (120) days in the case of Dual-Line Cards) after the NMG Companies give
written notice that they shall not exercise their option referred to in Section 17.2 or after the time period for the NMG Companies to
exercise such option shall have expired, Bank shall no longer use any of the NMG Licensed Marks (or any other trademarks or source
indicators confusingly similar thereto) and must rebrand the NMG Credit Cards; provided that thereafter Bank may continue to use the
NMG Licensed Marks solely to the extent necessary to identify the Accounts in connection with the billing and collection thereof and
as otherwise required by Applicable Law.
ARTICLE XVIII
INDEMNIFICATION
18.1 NMG Indemnification of Bank. From and after the Effective Date, the NMG Companies shall indemnify and hold harmless
Bank, its Affiliates, and their respective officers, directors and employees from and against and in respect of any and all losses,
liabilities, damages, costs and expenses of whatever nature, including reasonable attorneys' fees and expenses, which are caused or
incurred by, result from, arise out of or relate to:
(a) any Retail Merchant's negligence or recklessness or willful misconduct (including acts and omissions) relating to the
Program;
(b) any breach by an NMG Company of any of the material terms, covenants, representations, warranties or other provisions
contained in this Agreement;
(c) any actions or omissions by Bank taken or not taken at an NMG Company's written request or direction pursuant to this
Agreement except where Bank would have been otherwise required to take such action (or refrain from acting) absent the request or
direction of the NMG Companies;
(d) dishonest or fraudulent acts by a Retail Merchant, or any of its agents or employees, in connection with the Program (except
to the extent of any amount charged back pursuant to Section 8.5);
(e) any failure by the Retail Merchants to satisfy any of their obligations to third parties with respect to the sale by them to such
third parties of NMG Goods and Services;
(f) any Solicitation Materials distributed by an NMG Company and not (i) approved by the Management Committee or
(ii) provided by Bank;
(g) any claim, suit or proceeding by any third party arising out of the failure of a Retail Merchant to comply with Applicable
Law in connection with the Program or the Operating Procedures, unless such failure was the result of any action taken or not taken by
such Retail Merchant at the written request or direction of Bank;
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