Neiman Marcus 2008 Annual Report Download - page 631

(i) allegations by a third party that the use of the Bank Licensed Marks constitutes infringement of any Intellectual Property
right of such third party.
18.3 Procedures.
(a) In case any claim is made, or any suit or action is commenced, against a Party (the "Indemnified Party") in respect of which
indemnification may be sought by it under this Article XVIII, the Indemnified Party shall promptly give the other Party (the
"Indemnifying Party") notice thereof and the Indemnifying Party shall be entitled to participate in the defense thereof and, with prior
written notice to the Indemnified Party given not later than twenty (20) days after the delivery of the applicable notice from the
Indemnified Party, to assume, at the Indemnifying Party's expense, the defense thereof, with counsel reasonably satisfactory to such
Indemnified Party. After notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense
thereof, except as set forth in Section 18.3(b), the Indemnifying Party shall not be liable to such Indemnified Party under this
Section for any attorneys' fees or other expenses subsequently incurred by such Indemnified Party in connection with the defense
thereof, other than reasonable costs of investigation.
(b) The Indemnified Party shall have the right to employ its own counsel if the Indemnifying Party elects to assume such
defense, but the fees and expenses of such counsel shall be at the Indemnified Party's expense, unless (i) the employment of such
counsel has been authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party has not employed counsel to take charge
of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such defense, thereafter
ceases its defense of such action, or (iii) the Indemnified Party has reasonably concluded that there may be defenses available to it
which are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not
have the right to direct the defense of such action on behalf of the Indemnified Party), in any of which events the attorneys' fees and
expenses of counsel to the Indemnified Party shall be borne by the Indemnifying Party.
(c) The Indemnifying Party shall promptly notify the Indemnified Party if the Indemnifying Party desires not to assume, or
participate in, the defense of any such claim, suit or action.
(d) The Indemnified Party or Indemnifying Party may at any time notify the other of its intention to settle or compromise any
claim, suit or action against the Indemnified Party in respect of which payments may be sought by the Indemnified Party hereunder,
and (i) the Indemnifying Party may settle or compromise any such claim, suit or action solely for the payment of money damages for
which the Indemnified Party will be fully indemnified hereunder, but shall not agree to any other settlement or compromise without
the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld (it being agreed that any failure
of an Indemnified Party to consent to any settlement or compromise involving relief other than monetary damages shall not be deemed
to be unreasonably withheld), and (ii) the Indemnified Party may settle or compromise any such claim, suit or action solely for an
amount not exceeding One Thousand Dollars ($1,000), but shall not settle or compromise any other matter without the prior written
consent of the Indemnifying Party, which consent shall not be unreasonably withheld.
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