Neiman Marcus 2009 Annual Report Download - page 341

records relate to other customers of, or credit programs operated by, the Party (except as may be necessary or appropriate in
connection with any consideration of the terms and conditions of Comparable Partner Programs and Competing Retail Programs as
contemplated by this Agreement to the extent such terms and conditions are publicly known or otherwise known and not subject to
any confidentiality obligations on the part of either Party). In the event the determination made by the Accountants requires either
Party to make payment to the other Party of any additional amount, such Party shall make such payment no later than five (5) Business
Days following receipt from the Accountants of written notice to the Parties of such determination plus interest at the Federal Funds
Rate on any such amount due computed from and including the date such amount should have been paid through and excluding the
date of payment. The fees and expenses of such Accountants arising out of such reviews shall be borne by the Parties in proportion to
the relative difference between their respective claims regarding the amount in dispute and the amount determined by the
Accountants. The determination of the Accountants shall be final and binding on the Parties subject to the correction of obvious
errors.
12.4 Dispute Resolution.
(a) Generally. Any dispute among the Parties arising out of or relating to this Agreement, including with
respect to the interpretation of any provision of this Agreement and with respect to the performance by NMG or Bank hereunder that
is not otherwise required to be submitted for resolution under Section 12.3 shall be resolved as provided in this Section 12.4; provided,
however, that this provision shall not limit either Party's right to obtain any provisional or other remedy, including, without limitation,
specific performance or injunctive relief from any court of competent jurisdiction, as may be necessary, in the aggrieved Party's sole
discretion, to protect its rights under this Agreement. This Section 12.4 does not apply to disputes among the Management Committee
members with respect to decisions expressly allocated to the Management Committee pursuant to this Agreement (other than matters
submitted to the Management Committee pursuant to the dispute resolution procedure referred to in Section 12.4(b)(i)(B)). Such
disputes shall be resolved in accordance with Section 3.2.
(b) Informal Dispute Resolution.
(i) Prior to the initiation of formal dispute resolution procedures, the Parties shall first attempt to
resolve their dispute informally, as follows:
(A) Managers. Upon the written request of either Party containing a short statement as to the
nature of the dispute and the requesting Party's position with respect thereto, the
Managers shall meet for the purpose of negotiating in good faith to seek resolution of
such dispute.
(B) Management Committee. If, after a period of five (5) Business Days, the Managers are
unable to resolve the dispute to the satisfaction of NMG and Bank, the dispute shall be
brought before the Management Committee in accordance with Section 3.2(e); provided,
however, if the Management Committee cannot resolve the dispute within
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