Neiman Marcus 2009 Annual Report Download - page 161

regulations of the NYSE.
(d) The Company has designed disclosure controls and procedures to ensure that material information relating to the Company,
including its subsidiaries, is made known to the Chief Executive Officer and the Chief Financial Officer of the Company by others
within those entities.
(e) The Company has disclosed, based on its most recent evaluation prior to the date hereof, to the Company's auditors and the
audit committee of the Company's Board of Directors (i) any significant deficiencies and material weaknesses in the design or
operation of internal controls over financial reporting which are reasonably likely to adversely affect in any material respect the
Company's ability to record, process, summarize and report financial information and (ii) any fraud or allegation of fraud, whether or
not material, that involves management or other employees who have a significant role in the Company's internal controls over
financial reporting. As of the date hereof, to the knowledge of the Company, the Company has not received any complaints since
July 31, 2004 regarding accounting, internal accounting controls or auditing matters, including any such complaint regarding
questionable accounting or auditing matters.
(f) As of the date hereof, to the knowledge of the Company, the Company has not identified any material weaknesses in the
design or operation of internal controls over financial reporting. To the knowledge of the Company, there is no reason to believe that
its auditors and its Chief Executive Officer and Chief Financial Officer will not be able to give the certifications and attestations
required pursuant to the rules and regulations adopted pursuant to Section 404 of the Sarbanes-Oxley Act, when first due.
(g) There are no outstanding loans made by the Company or any of its subsidiaries to any executive officer (as defined in
Rule 3b-7 under the Exchange Act) or director of the Company.
(h) Neither the Company nor any of its subsidiaries has any liabilities of a nature required by generally accepted accounting
principles to be reflected in a consolidated balance sheet or the notes thereto, except liabilities that (i) are accrued or reserved against
in the most recent financial statements included in the SEC Reports filed prior to the date hereof or are reflected in the notes thereto,
(ii) were incurred in the ordinary course of business since the date of such financial statements, (iii) are incurred pursuant to the
transactions contemplated by this Agreement, (iv) have been discharged or paid in full prior to the date of this Agreement in the
ordinary course of business or (v) as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse
Effect.
SECTION 3.8 Absence of Certain Changes or Events. Since July 31, 2004, except as contemplated by this Agreement, the
Company and its subsidiaries have conducted their business in the ordinary course consistent with past practice, and, since such date,
there has not been: (i) any change, event, condition, development or occurrence which has had,