Neiman Marcus 2009 Annual Report Download - page 233

Agreements after the Closing Date by the Sellers; (iii) permit the preparation of any Tax Return or other document required to be filed
with any Governmental Authority; (iv) respond to any proceeding or to any claim made, or to any request for information, by any
Governmental Authority or any other Person, including any Cardholder with respect to matters that may constitute Excluded
Liabilities; and (v) permit the processing of or response to any claim made under this Agreement or the Ancillary Agreements, and the
Purchaser shall reasonably cooperate with the Sellers, if requested, in connection with the foregoing. Without limiting the foregoing, it
is acknowledged and agreed that, in connection with the performance by the Parent of its servicing obligations with respect to the
Accounts following the Closing Date pursuant to the Servicing Agreement, the Books and Records shall be maintained and utilized by
the Parent and its Affiliates in such capacity and shall not be physically delivered to a new location at the Closing.
SECTION 5.10. Cooperation in Litigation. (a) The parties hereto shall cooperate, to the extent reasonably requested by
any other party, in the handling and disposition of any claim, action, suit, arbitration, proceeding, investigation or regulatory inquiry
("Actions"), whether or not listed on the Disclosure Schedules and whether or not pending or threatened prior to the Closing, that arise
out of or are related to any event or occurrence with respect to the Business prior to the Closing; provided, however, that the party
ultimately responsible for discharging such Action shall have the authority to take such actions as it deems necessary or advisable, in
its sole discretion, to discharge such Action, subject, however, to the provisions of this Agreement.
(b) The Sellers shall be entitled to keep copies of all litigation filings, correspondence, Books and Records and other
documentation of any kind that the Sellers reasonably determine are necessary or desirable in connection with the handling and
disposition of the Actions by the Sellers and their Affiliates.
SECTION 5.11. Preservation of and Access to Books and Records. The Purchaser shall preserve and keep all Books and
Records of the Business and all information relating to the accounting, business, financial and Tax affairs of the Business that are in
existence on the Closing Date or that come into existence after the Closing Date but relate to the Business prior to the Closing Date for
a period of seven (7) years thereafter, or for any longer period (i) as may be required by any federal, state, local or foreign
governmental body or agency, (ii) as may be reasonably necessary with respect to the prosecution or defense of any audit or other
Action that is then pending or threatened, or (iii) that is equivalent to the period established by any applicable statute of limitations (or
any extension or waiver thereof) with respect to matters pertaining to Taxes. For a period of four (4) years following the seven (7) year
period specified above, if the Purchaser wishes to destroy such records, the Purchaser shall first provide the Sellers the opportunity to
take possession of the same (at the Sellers' cost and expense).
SECTION 5.12. Bulk Sales Law. The Purchaser Parent and the Purchaser hereby acknowledge that the Sellers do not
intend to comply with the provisions of any applicable bulk sales law (including the Uniform Commercial Code Bulk Transfer
provisions)in connection with the transactions contemplated hereby.
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