Neiman Marcus 2009 Annual Report Download - page 232

Approvals or (D) otherwise materially restrict or impair such party's ability to consummate the transactions contemplated by, and
perform its obligations under, this Agreement and the Ancillary Agreements.
(f) The filing fees under the HSR Act or any other domestic or foreign antitrust merger control laws shall be borne by
Purchaser.
SECTION 5.5. Additional Instruments; Cooperation. At the reasonable request of the Parent, on the one hand, or the
Purchaser, on the other hand, at or after the Closing, the other parties shall promptly execute and deliver, or cause to be executed and
delivered, to the requesting party such assignments, bills of sale, assumption agreements, consents and other similar instruments in
addition to those required by this Agreement, in form and substance reasonably satisfactory to the requesting party, as may be
reasonably necessary to carry out or implement any provision of this Agreement or any Ancillary Agreement or to make effective the
Purchase and Assumption. The Parent agrees to cause any New Seller to comply with all obligations of the Sellers hereunder
applicable to such New Seller and the Acquired Assets owned by such New Seller, as if such New Seller were a signatory to this
Agreement.
SECTION 5.6. Non-Solicitation. The Purchaser shall continue to comply with the provisions of paragraph 7 of the
Confidentiality Agreement during the two-year period following the Closing Date with respect to the Persons listed in Schedule C.
The Sellers and their Affiliates shall be entitled to specific performance of such provisions in addition to any other remedies that they
may have at law or in equity.
SECTION 5.7. Credit Card Marks; Branding. It is expressly agreed that, except for the limited license granted in the
Program Agreement, the Purchaser Parent and the Purchaser are not purchasing or acquiring any right, title or interest in the name
"Neiman Marcus", "Bergdorf Goodman" or any variation thereof or any trademarks or service marks of the Sellers or their Affiliates
that the Sellers have used prior to the date of this Agreement (or shall use or own thereafter) in connection with the Accounts or the
Business (collectively, the "Credit Card Marks"). The Purchaser Parent and the Purchaser acknowledge that the Sellers or their
Affiliates own the Credit Card Marks and goodwill related thereto and symbolized thereby.
SECTION 5.8. Communications with Cardholders. From and after the date of this Agreement and until the Closing,
except as otherwise expressly contemplated by the Program Agreement, the Purchaser and its Affiliates shall not communicate with
the Cardholders (whether by mail, by telephone or otherwise) other than Cardholders who are customers of Purchaser or its Affiliates
prior to the Closing without the prior written consent of the Sellers.
SECTION 5.9. Post-Closing Access. The Purchaser shall upon reasonable notice afford to the Sellers, their Affiliates and
their representatives reasonable access (including the right to copy), without charge, during normal business hours, to the Acquired
Assets, the Books and Records relating thereto, any employee and any third party who maintains or controls any of the foregoing for
the Purchaser or its Subsidiaries, all as may be reasonably requested by the Parent or any of its Affiliates in order to enable the Sellers
to (i) prepare the Final Closing Statement and participate in the resolution of any disputes relating thereto; (ii) permit the performance
of any covenants required to be performed under this Agreement and the Ancillary
25