Neiman Marcus 2008 Annual Report Download - page 615

The Parties agree to attempt in good faith to resolve any such disputes. Except with respect to any indemnification claim arising under
Article XVII, which shall not be subject to the procedures of this Section 12.3, in the event the Parties are unable to resolve any such
dispute, after negotiating in good faith for a period of not less than ten (10) Business Days, either Party may request a nationally
recognized firm of independent accountants mutually agreeable to the Parties (the "Accountants") to reconcile any amounts in dispute;
provided, however, that the Accountants' determination shall be limited to the amount disputed by the Parties and in no event shall
such determination provide for a payment to any Party higher than the amount claimed by the Party to be owed to such Party. Any
such request shall be in writing and shall specify with particularity the disputed amounts being submitted for determination. Each
Party agrees to promptly and in good faith take all necessary action to designate the Accountants no later than ten (10) Business Days
after a request that such a designation be made. The Parties shall cooperate fully in assisting the Accountants in their review, including
by providing the Accountants full access to all files, books and records (including work papers of internal and independent
accountants of the Parties) relevant thereto and providing such other information as the Accountants may reasonably request in
connection with any such review. Notwithstanding the generality of the foregoing, the Parties shall not be required to provide the
Accountants with access to records to the extent that (i) such access is prohibited by Applicable Law, (ii) such records are legally
privileged or (iii) such records relate to other customers of, or credit programs operated by, the Party (except as may be necessary or
appropriate in connection with any consideration of the terms and conditions of Comparable Partner Programs and Competing Retail
Programs as contemplated by this Agreement to the extent such terms and conditions are publicly known or otherwise known and not
subject to any confidentiality obligations on the part of either Party). In the event the determination made by the Accountants requires
either Party to make payment to the other Party of any additional amount, such Party shall make such payment no later than five
(5) Business Days following receipt from the Accountants of written notice to the Parties of such determination plus interest at the
Federal Funds Rate on any such amount due computed from and including the date such amount should have been paid through and
excluding the date of payment. The fees and expenses of such Accountants arising out of such reviews shall be borne by the Parties in
proportion to the relative difference between their respective claims regarding the amount in dispute and the amount determined by the
Accountants. The determination of the Accountants shall be final and binding on the Parties subject to the correction of obvious errors.
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