Neiman Marcus 2009 Annual Report Download - page 181

Merger Sub of the receipt of any comments from the SEC with respect to the Proxy Statement and any request by the SEC for any
amendment to the Proxy Statement or for additional information and (ii) provide Parent with copies of all correspondence between the
Company and its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement.
SECTION 6.3 Resignation of Directors. At the Closing, the Company shall deliver to Parent evidence reasonably satisfactory to
Parent of the resignation of all directors of the Company and, as specified by Parent reasonably in advance of the Closing, all directors
of each subsidiary of the Company, in each case, effective at the Effective Time.
SECTION 6.4 Access to Information; Confidentiality. From the date hereof to the Effective Time or the earlier termination of this
Agreement, upon reasonable prior notice, the Company shall, and shall use its reasonable best efforts to cause its subsidiaries, officers,
directors and employees to, afford the officers, employees, auditors and other authorized representatives of Parent and the prospective
lenders involved in the Financing (and their counsel and advisors) reasonable access, consistent with applicable Law, at all reasonable
times to its officers, employees, properties, offices, plants and other facilities and to all books and records of the Company and its
subsidiaries, and shall furnish such persons with all financial, operating and other data and information as Parent or the prospective
lenders involved in the Financing, through their respective officers, employees or authorized representatives, may from time to time
reasonably request. Notwithstanding the foregoing, Parent and the prospective lenders shall use their best reasonable efforts to conduct
any such investigation or consultation in such a manner as not to interfere unreasonably with the business or operations of the
Company or its subsidiaries or otherwise result in any unreasonable interference with the prompt and timely discharge by such
employees of their normal duties. Neither the Company nor any of its subsidiaries shall be required to provide access to or to disclose
information where such access or disclosure would jeopardize the attorney-client privilege of the Company or its subsidiaries or
contravene any Law or binding agreement entered into prior to the date of this Agreement (it being agreed that the parties shall use
their reasonable best efforts to cause such information to be provided in a manner that does not cause such violation or jeopardization).
(b) Each of Parent and Merger Sub will hold and treat and will cause its officers, employees, auditors and other authorized
representatives to hold and treat in confidence all documents and information concerning the Company and its subsidiaries furnished
to Parent or Merger Sub in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality
Agreement, dated January 28, 2005, between the Company and Warburg Pincus LLC and the Confidentiality Agreement, dated
February 4, 2005, between the Company and TPG Partners IV, L.P. (collectively, the "Confidentiality Agreements") which
Confidentiality Agreements shall remain in full force and effect in accordance with its terms.
SECTION 6.5 Acquisition Proposals. (a)The Company agrees that (i) it and its officers, directors and employees shall not, (ii) its
subsidiaries and its subsidiaries'