Neiman Marcus 2009 Annual Report Download - page 235

(b) The Purchaser shall be liable for and pay any Taxes related to (i) 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 after the Closing Date, except for Taxes imposed upon the Sellers or their Subsidiaries and Affiliates as a result of the sale of
the Acquired Asset to the Purchaser and (ii) a Buyer Tax Act.
(c) For purposes of this Section 6.1, Taxes attributable to a portion of a taxable year or period shall be determined on a
"closing of the books" basis as of the Closing Date, except that Taxes, if any, imposed on a periodic basis (such as property Taxes)
shall be allocated on a daily basis.
(d) The parties hereto shall furnish or cause to be furnished to each other, promptly upon reasonable request, any
information and reasonable assistance relating to the Acquired Assets and the Business as the requesting party deems reasonably
necessary in connection with the filing of any Tax Returns, the preparation for any audit by any Taxing authority, the response to
any inquiry by a Tax authority, the mailing or filing of any notice and the prosecution or defense of any claim, suit or proceeding
relating to any Tax Returns or any other filing required to be made with any Tax authority or any other matter related to Taxes.
(e) Notwithstanding anything in this Agreement to the contrary, all Tax Returns filed by the Sellers for periods ending
on or before the Closing Date shall remain the property of the Sellers. The Purchaser shall be given access to Tax Returns as
deemed reasonably necessary.
(f) Notwithstanding the provisions of Section 6.1(a), all excise, sales, use, transfer, documentary, stamp or similar
Taxes that are payable or that arise as a result of the consummation of the transactions contemplated by this Agreement and the
Ancillary Agreements and any recording or filing fees with respect thereto shall be borne by the Purchaser. Such Taxes shall not be
considered Excluded Liabilities.
(g) The Purchaser and the Purchaser Parent shall, if the Parent, on behalf of the Sellers, so requests and at the Sellers'
expense (for reasonable out-of-pocket costs and expenses), cooperate with the Sellers to file for and obtain any Tax refund or credit
related to the Business or the Acquired Assets that relates to any period prior to the Closing Date. If the Purchaser or the Purchaser
Parent at any time receives a Tax refund or credit related to the Business or the Acquired Assets that relates to any period prior to
the Closing Date, it shall promptly pay over such refund or the amount of such credit to the Sellers.
(h) The Sellers shall be responsible for any applicable 2005 federal or state information reporting for events or
payments occurring with respect to the Acquired Assets for the period beginning on January 1, 2005 and ending on the Closing
Date. The Purchaser shall be responsible for any applicable 2005 federal or state information reporting for events or payments
occurring with respect to the Acquired Assets occurring subsequent to the Closing Date.
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