Neiman Marcus 2009 Annual Report Download - page 230

SECTION 5.3. Access and Confidentiality.
(a) Until the Closing Date, upon reasonable prior notice and subject to applicable laws relating to the exchange of
information, the Parent and BG shall permit (and shall cause NFC to permit) the Purchaser and its authorized representatives to
have reasonable access, during regular business hours for purposes consistent with this Agreement, to the properties and financial
Books and Records relating to the Business, to the extent that such access does not unduly interfere with the business of the Sellers;
provided, that the Purchaser and such representatives comply with the confidentiality obligations contained herein and in the
Confidentiality Agreement; and provided, further that the foregoing shall not (1) require the Sellers to permit any inspection, or to
disclose any information, that in their reasonable judgment would result in the disclosure of any trade secrets of third parties or
trade secrets of the Sellers or their Affiliates unrelated to the Business or violate any obligations of the Sellers to any third party
with respect to confidentiality if the Sellers shall have used commercially reasonable efforts to obtain the consent of such third
party to such inspection or disclosure or (2) require any disclosure by the Sellers that could, as a result of such disclosure, have the
effect of causing the waiver of any attorney-client or other legal privilege.
(b) If this Agreement is terminated, the Purchaser, at its own expense, shall promptly deliver (without retaining any
copies) to the applicable Seller or (at the Parent's option) confirm in writing to the Sellers that it has completely destroyed, all
information furnished to the Purchaser or its representatives by the Sellers or any of their agents, employees or representatives in
connection with this Agreement, whether so obtained before or after the execution hereof, and all analyses, compilations, forecasts,
studies or other documents prepared by the Purchaser or its representatives that contain or reflect any such information.
(c) In addition to the confidentiality arrangements contained herein, all information provided or obtained in connection
with the transactions contemplated by this Agreement and by the Ancillary Agreements (including pursuant to clause (a) above)
shall be held by the Purchaser in accordance with the Confidentiality Agreement, dated March 9, 2005, between the Purchaser and
the Parent (the "Confidentiality Agreement"). In the event of a conflict or inconsistency between the terms of this Agreement and
the Confidentiality Agreement, the terms of this Agreement shall govern.
(d) The Sellers shall be entitled to specific performance of the foregoing provisions of this Section 5.3 and the
provisions of the Confidentiality Agreement, in addition to any other remedies that they may have at law or in equity.
SECTION 5.4. Reasonable Efforts; Other Filings. (a) Subject to the terms and conditions of this Agreement, the
Purchaser shall, and shall cause its Subsidiaries to, and the Parent shall, and shall cause its Subsidiaries to, use commercially
reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable
under applicable Requirements of Law, so as to permit consummation of the transactions contemplated by this Agreement and the
Ancillary Agreements as promptly as reasonably practicable and shall cooperate fully with each other to that end.
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