Neiman Marcus 2004 Annual Report Download - page 140

ARTICLE IV.
COVENANTS
SECTION 4.1 Access to Information. (a) Other than in circumstances in which indemnification is sought pursuant to Article III (in which event the
provisions of such Article will govern), from and after the Distribution Date, each of Neiman Marcus and Harcourt General shall afford to the other and its
authorized accountants, counsel and other designated representatives reasonable access during normal business hours, subject to appropriate restrictions for
classified, privileged or confidential information, to the personnel, properties, books and records of such party and its Subsidiaries insofar as such access is
reasonably required by the other party and relates to such other party's performance of its obligations under this Agreement or the Recapitalization Agreement
or such party's financial, tax and other reporting obligations.
(b) A party providing information or access to information to the other party under this Article IV shall be entitled to receive from the recipient,
upon the presentation of invoices therefor, payments for such amounts, relating to supplies, disbursements and other out-of-pocket expenses, as may be
reasonably incurred in providing such information or access to information.
SECTION 4.2 Confidentiality. Each of Neiman Marcus and its Subsidiaries and Harcourt General and its Subsidiaries shall keep, and shall cause its
consultants and advisors to keep, confidential all information concerning the other parties in its possession, its custody or under its control (except to the
extent that (A) such information has been in the public domain through no fault of such party or (B) such information has been later lawfully acquired from
other sources by such party or (C) this Agreement or the Recapitalization Agreement or any other agreement entered into pursuant hereto or thereto permits
the use or disclosure of such information) to the extent such information (i) relates to or was acquired during the period up to the Effective Time or pursuant
to Section 4.1, or (ii) is based upon or is derived from information described in the preceding clause (i), and each party shall not (without the prior written
consent of the other) otherwise release or disclose such information to any other person, except such party's auditors and attorneys, unless compelled to
disclose such information by judicial or administrative process or unless such disclosure is required by law and such party has used commercially reasonable
efforts to consult with the other affected party or parties prior to such disclosure.
SECTION 4.3 Retention of Records. Except as otherwise required by law or agreed to in writing, each party shall preserve and retain all information
relating to the other party's business in accordance with the record retention policies of such party as may be in effect from time to time. Notwithstanding the
foregoing, any party may destroy or otherwise dispose of any information at any time; provided that prior to such destruction or disposal (i) such party shall
provide no less than 90 days prior written notice to the other party, specifying the information proposed to be destroyed or disposed of and (ii) if the recipient
of such notice shall request in writing prior to the scheduled date for such destruction or disposal that any of the information proposed to be destroyed or
disposed of be delivered to such requesting party, the party proposing the destruction or disposal shall promptly arrange for the delivery of such of the
information as was requested at the expense of the requesting party.
SECTION 4.4 Litigation Cooperation. Each of Harcourt General and Neiman Marcus shall use reasonable efforts to make available to the other party,
upon written request, its officers, directors, employees and agents as witnesses to the extent that such persons may reasonably be required in connection with
any Action arising out of (i) the business of such other party and its predecessors, if any, in which the requesting party may from time to time be involved,
provided, that such Action does not involve a claim between either of Harcourt General or Neiman Marcus against the other or (ii) the matters contained in
Section 2.4 hereof.
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