Neiman Marcus 2008 Annual Report Download - page 636

19.16 Further Assurances. The NMG Companies and Bank agree to produce or execute such other documents or agreements as
may be necessary or desirable for the execution and implementation of this Agreement and the consummation of the transactions
specified herein and to take all such further action as the other Party may reasonably request in order to give evidence to the
consummation of the transactions specified herein.
19.17 No Joint Venture. Nothing contained in this Agreement shall be deemed or construed by the Parties or any third party to
create the relationship of principal and agent, partnership, joint venture or of any association between the NMG Companies and the
Bank Companies, and no act of either Party shall be deemed to create any such relationship. The NMG Companies and the Bank
Companies each agree to such further actions as the other may request to evidence and affirm the non-existence of any such
relationship.
19.18 Press Releases. The NMG Companies, on the one hand, and the Bank Companies, on the other hand, each shall obtain the
prior written approval of the other Party with regard to the substance and timing of any press releases which announce the execution of
this Agreement or the transactions specified herein, which prior approval shall not unreasonably be withheld. At all times thereafter,
the NMG Companies and the Bank Companies, prior to issuing any press releases concerning this Agreement or the transactions
specified herein, shall consult with each other concerning the proposed substance and timing of such releases and give due
consideration to the comments of the other Party relating thereto. The foregoing notwithstanding, it is understood that neither Party
shall be required to obtain any prior consent, but shall consult with each other to the extent practicable, with regard to (a) filings, press
releases and other announcements as may be required by Applicable Law or the applicable rules and regulations of any governmental
agency or stock exchange and (b) publications prepared solely by and for employees of any of the NMG Companies or the Bank
Companies, or their respective Affiliates.
19.19 No Set-Off. The NMG Companies and the Bank Companies agree that each Party has waived any right to set-off,
combine, consolidate or otherwise appropriate and apply (i) any assets of the other Party held by the Party or (ii) any indebtedness or
other liabilities at any time owing by the Party to the other Party, as the case may be, against or on account of any obligations owed by
the other Party under this Agreement, except as expressly set forth herein.
19.20 Conflict of Interest. Each Party hereto, in performing it obligations hereunder, shall establish and maintain appropriate
business standards, procedures and controls designed to ensure that such Party shall perform and conduct its operations in a manner
consistent with the Program Objectives and in such a way as not to disparage or embarrass or otherwise adversely affect the other
Party and its Affiliates. Each Party shall review such standards, procedures and controls with reasonable frequency during the Term
including those related to the activities of its employees and agents in their relations with the employees, agents and representatives of
the other Party hereto and with other third parties.
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