Neiman Marcus 2009 Annual Report Download - page 220

(b) Within sixty (60) Business Days after the Closing, the Parent, on behalf of the Sellers, shall deliver to the Purchaser
the Final Closing Statement prepared based on the information in the Master File as of the Cut-Off Time and copies of the Master
File as of the Cut-Off Time.
(c) The Purchaser shall, within thirty (30) days after receipt of the Final Closing Statement, advise the Sellers in
writing and in reasonable detail if it believes that the Final Closing Statement did not accurately reflect the items required to be
included therein in accordance with the provisions of this Agreement and Schedule B hereto, in each case stating in reasonable
detail the basis of its belief. In the event the Purchaser delivers such an objection, the Sellers and the Purchaser shall attempt in
good faith to resolve their differences. In the event all differences are not resolved within forty-five (45) days following receipt of
the Final Closing Statement by the Purchaser, then the issues remaining unresolved shall be determined by
PricewaterhouseCoopers LLP (the "Accountant"). The Accountant shall resolve all disputed items in accordance with the
provisions of this Agreement. In making its determination, the Accountant may only consider those items and amounts as to which
the Purchaser and the Sellers have disagreed within the time periods and on the grounds specified. The Accountant's determination
shall be conclusive and binding on the Purchaser and the Sellers absent manifest error. The fees of the Accountant shall be shared
by the Purchaser and the Sellers in proportion to the relative differences between their respective calculations of the Purchase Price
and the amount determined by the Accountant.
(d) If the Estimated Purchase Price exceeds the Purchase Price, then the Parent, on behalf of the Sellers, shall, within
five (5) Business Days after the Purchase Price has been finally determined pursuant to Section 2.4(c), pay such excess to the
Purchaser, together with interest on such excess for the period from and including the Closing Date to but excluding the date of
such payment at a rate per annum equal to the Federal Funds Rate. If the Estimated Purchase Price is less than the Purchase Price,
then the Purchaser shall, within five (5) Business Days after the Purchase Price has been finally determined pursuant to
Section 2.4(c), pay such deficiency to the Parent, on behalf of the Sellers, together with interest on such deficiency for the period
from and including the Closing Date to but excluding the date of such payment at a rate per annum equal to the Federal Funds Rate.
(e) Each party to this Agreement shall make available to the other parties, and to the Accountant, its and its
accountant's work papers, schedules and other supporting data as may be reasonably requested by such other parties to enable them
to verify the amounts set forth in the Final Closing Statement.
ARTICLE III
CLOSING; ASSIGNMENT
SECTION 3.1. The Closing. (a) The closing (the "Closing") of the purchase and sale of the Acquired Assets and
assumption of the Assumed Liabilities hereunder
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