Neiman Marcus 2009 Annual Report Download - page 234

SECTION 5.13. NFC. The Parent shall take all lawful actions to cause NFC to comply with all agreements and covenants
applicable to it under this Agreement.
SECTION 5.14. Allocation of the Purchase Price. (a) The Purchase Price (including the Assumed Liabilities) shall be
allocated among the Acquired Assets as set forth on Schedule D (the "Allocation Statement") and which shall be modified
appropriately to take into account subsequent adjustments or additional payments which are properly treated as purchase price for U.S.
federal income Tax purposes.
(b) The Purchaser Parent, the Purchaser and the Parent shall (and in the case of the Parent, shall cause the Sellers to)
report the allocation of the total consideration among the Acquired Assets in a manner consistent with the Allocation Statement and
shall act in accordance with the Allocation Statement in the preparation and filing of all Tax Returns (including filing Form 8594
with their respective Federal income tax returns for the taxable year that includes the Closing Date and any other forms or
statements required by the Code, Treasury regulations, the Internal Revenue Service or any applicable state or local taxing
authority) and in the course of any Tax audit, Tax review or Tax litigation relating thereto; provided, however, that in the event that
any Governmental Authority challenges any position taken by the Purchaser Parent, the Purchaser or the Sellers, such party may
settle or litigate such challenge without the consent of, or liability to, the other parties. In the event that any party takes a position
inconsistent with the Allocation Statement, such party shall notify the other parties of such position.
(c) The parties to this Agreement shall promptly inform the other parties of any challenge by any Governmental
Authority to any allocation made pursuant to this Section 5.14 and shall consult with and keep each other informed with respect to
the status of, and any discussion, proposal or submission with respect to, such challenge.
SECTION 5.15. New Securitization Opinions. Any opinions of Sellers' counsel issued in connection with the issuance of
New Securitization Assets shall be addressed to the Purchaser.
ARTICLE VI
TAX MATTERS
SECTION 6.1. Taxes. (a) Sellers shall be liable for and pay (i) any Taxes related to the Business, the Acquired Assets, the
Assumed Liabilities or the Master Trust that accrue or otherwise relate to any taxable year or period (or portion thereof) ending or
deemed to end on or prior to the Closing Date and (ii) any Taxes imposed upon the Sellers or their Subsidiaries and Affiliates as a
result of the sale of the Acquired Assets to the Purchaser; provided, however, that the Sellers shall not be liable for any Taxes
(I) imposed directly or indirectly upon the Sellers resulting from any action taken after the Closing by the Purchaser or the Purchaser
Parent (other than the transactions contemplated hereunder), any of their Affiliates, or any transferee of the Purchaser, the Purchaser
Parent or their Affiliates (a "Buyer Tax Act") or (II) legal fees or expenses incurred in connection with such Buyer Tax Act.
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