Neiman Marcus 2009 Annual Report Download - page 160

would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
SECTION 3.7 SEC Filings; Financial Statements; No Undisclosed Liabilities. (a) The Company has filed or otherwise
transmitted all forms, reports, statements, certifications and other documents (including all exhibits, amendments and supplements
thereto) required to be filed by it with the Securities and Exchange Commission (the "SEC") since August 1, 2003 (all such forms,
reports, statements, certificates and other documents filed since August 1, 2003, collectively, the "SEC Reports"). None of the
Company's subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. Each of the SEC Reports, as
amended, complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the
"Securities Act") and the rules and regulations promulgated thereunder and the Exchange Act and the rules and regulations
promulgated thereunder, each as in effect on the date so filed. None of the SEC Reports contained, when filed or, if amended prior to
the date hereof, as of the date of such amendment, any untrue statement of a material fact or omitted to state a material fact required to
be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading. The Company has made available to Parent true, correct and complete copies of all
written correspondence between the SEC, on the one hand, and the Company and any of its subsidiaries, on the other hand, occurring
since July 31, 2004 and prior to the date hereof. As of the date of this Agreement, there are no outstanding or unresolved comments in
comment letters received from the SEC staff with respect to the SEC Reports. To the knowledge of the Company, none of the SEC
Reports is the subject of ongoing SEC review or outstanding SEC comment.
(b) The audited consolidated financial statements of the Company (including any related notes thereto) included in the SEC
Reports filed with the SEC have been prepared in accordance with generally accepted accounting principles in all material respects
applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present in all
material respects the consolidated financial position of the Company and its subsidiaries at the respective dates thereof and the
consolidated statements of operations, cash flows and changes in stockholders' equity for the periods indicated. The unaudited
consolidated financial statements of the Company (including any related notes thereto) for all interim periods included in the SEC
Reports have been prepared in accordance with generally accepted accounting principles in all material respects applied on a
consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present in all material
respects the consolidated financial position of the Company and its subsidiaries at of the respective dates thereof and the consolidated
statements of operations and cash flows for the periods indicated (subject to normal period-end adjustments).
(c) Since the enactment of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"), the Company has been and is in
compliance in all material respects with (i) the applicable provisions of the Sarbanes-Oxley Act and the rules and regulations
promulgated thereunder and (ii) the applicable listing and corporate governance rules and