Common use of Certain Matters Governed Exclusively by Ancillary Agreements Clause in Contracts

Certain Matters Governed Exclusively by Ancillary Agreements. Each of B&N and BNED agrees on behalf of itself and the members of its Group that, except as explicitly provided in this Agreement or any Ancillary Agreement, (i) the TMA shall exclusively govern all matters relating to Taxes between such parties (except as explicitly provided in the EMA and TSA), (ii) the EMA shall exclusively govern the allocation of Assets and Liabilities related to employee and employee benefits-related matters (except for those matters involving the Payables Transactions which are governed by Schedule 1(f) hereto), including the existing equity plans with respect to employees and former employees of members of both the B&N Group and the BNED Group (it being understood that any such Assets and Liabilities, as allocated pursuant to the EMA, shall constitute BNED Assets, BNED Liabilities, B&N Assets or B&N Liabilities, as applicable, hereunder and shall be subject to Article VI hereof), and (iii) the TSA shall exclusively govern all matters relating to the provision of certain services identified therein to be provided by each Party to the other on a transitional basis following the Distribution.