Common use of Trust-to-Trust Transfer Clause in Contracts

Trust-to-Trust Transfer. As of the Distribution, a member of the B&N Group shall cause to be transferred from the B&N 401(k) Plan to the BNED 401(k) Plan the assets and liabilities relating to the account balances of the BNED Employees (whether vested or unvested) in accordance with the applicable requirements of all applicable laws, including the Code. From and after the time that the transfer is complete, as described in the immediately preceding sentence, a member of the BNED Group shall administer the accounts of BNED Employees in the BNED 401(k) Plan in accordance with all applicable laws, including the Code. Except as otherwise provided for in this Section 8.02, such transfer of assets shall consist of cash, cash equivalents or participant loan receivables equal to all the accrued benefit Liabilities relating to all account balances referred to in the first sentence of this Section 8.02, including such Liabilities for the beneficiaries of the BNED Employees and including such accrued benefit Liabilities arising under any applicable qualified domestic relations order. As of the Distribution, a member of the BNED Group shall direct the trustee of the BNED 401(k) Plan to accept such transfers of assets and Liabilities from the B&N 401(k) Plan. No later than 30 days prior to the date of the transfer of assets and Liabilities pursuant to this Section 8.02, B&N shall, to the extent necessary and with the cooperation of BNED as necessary, file Internal Revenue Service Form 5310-A regarding such transfer of assets and Liabilities from the B&N 401(k) Plan to the BNED 401(k) Plan, as described in this Section 8.02. Following the foregoing transfer, the BNED Group and/or the BNED 401(k) Plan shall assume all Liabilities of the B&N Group under the B&N 401(k) Plan with respect to all participants in the B&N 401(k) Plan whose balances were transferred to the BNED 401(k) Plan and their beneficiaries pursuant to such transfer, and the B&N Group and the B&N 401(k) Plan shall have no Liabilities to provide such participants with benefits under the B&N 401(k) Plan following such transfer. B&N and BNED shall use reasonable efforts to minimize the duration of any “blackout period” imposed in connection with each transfer of account balances from the B&N 401(k) Plan to the BNED 401(k) Plan. BNED will cooperate with B&N in effecting a transition of all outstanding 401(k) loans of BNED Employees in a manner designed to prevent a deemed distribution. BNED shall indemnify, defend and hold harmless the members of the B&N Group from and against any and all Liabilities relating to, arising out of or resulting from the transfers described in this Section 8.02. For the avoidance of doubt, this Section 8.02 does not apply to the account balance of any Former BNED Employee in the B&N 401(k) Plan, and prior to, on and following the Distribution the B&N 401(k) Plan shall retain all assets and Liabilities with respect to the account balance of any Former BNED Employee, and the B&N Group and the B&N 401(k) Plan shall retain responsibility to provide any such Former BNED Employee with benefits under the B&N 401(k) Plan.

Trust-to-Trust Transfer. As of soon as practicable following the Distribution, a member of the B&N Xxxxxx Group shall cause to be transferred from the B&N Xxxxxx 401(k) Plan to the BNED Cable 401(k) Plan the assets and liabilities Liabilities relating to the account balances of the BNED Cable Employees (whether vested or unvested) and Former Cable Employees in accordance with the applicable requirements of all applicable laws, including the Code. From and after the time that the transfer is complete, as described in the immediately preceding sentence, a member of the BNED Cable Group shall administer the accounts of BNED Cable Employees and Former Cable Employees in the BNED Cable 401(k) Plan in accordance with all applicable laws, including the Code. Except as otherwise provided for in this Section 8.02, such Such transfer of assets and Liabilities shall consist of cash, cash equivalents or participant loan receivables equal to all the accrued benefit Liabilities relating to a transfer in kind of all account balances referred to in the first sentence of this Section 8.029.01, including such Liabilities for the beneficiaries of the BNED Cable Employees and including such Former Cable Employees and accrued benefit Liabilities arising under any applicable qualified domestic relations order. As of soon as practicable following the Distribution, a member of the BNED Cable Group shall direct the trustee of the BNED Cable 401(k) Plan to accept such transfers of assets and Liabilities from the B&N Xxxxxx 401(k) Plan. No later than 30 days prior to the date of the transfer of assets and Liabilities pursuant to this Section 8.02, B&N shall, to the extent necessary and with the cooperation of BNED as necessary, file Internal Revenue Service Form 5310-A regarding such transfer of assets and Liabilities from the B&N 401(k) Plan to the BNED 401(k) Plan, as described in this Section 8.02. Following the foregoing transfer, the BNED Cable Group and/or the BNED Cable 401(k) Plan shall assume all Liabilities of the B&N Xxxxxx Group under the B&N Xxxxxx 401(k) Plan with respect to all participants in the B&N Xxxxxx 401(k) Plan whose balances were transferred to the BNED Cable 401(k) Plan and their beneficiaries pursuant to such transfer, and the B&N Xxxxxx Group and the B&N Xxxxxx 401(k) Plan shall have no Liabilities to provide such participants with benefits under the B&N Xxxxxx 401(k) Plan following such transfer. B&N Cable shall not permit any participant in the Cable 401(k) Plan to make any additional investments in the stock fund holding Xxxxxx Common Stock or in any of the funds listed on Schedule 9.02 from and BNED after the time that the trust-to-trust transfer contemplated in this Section 9.01 is effected. Xxxxxx and Cable shall use reasonable efforts to minimize the duration of any “blackout period” imposed in connection with each transfer of account balances from the B&N Xxxxxx 401(k) Plan to the BNED 401(k) Plan. BNED will cooperate with B&N in effecting a transition of all outstanding 401(k) loans of BNED Employees in a manner designed to prevent a deemed distribution. BNED shall indemnify, defend and hold harmless the members of the B&N Group from and against any and all Liabilities relating to, arising out of or resulting from the transfers described in this Section 8.02. For the avoidance of doubt, this Section 8.02 does not apply to the account balance of any Former BNED Employee in the B&N 401(k) Plan, and prior to, on and following the Distribution the B&N 401(k) Plan shall retain all assets and Liabilities with respect to the account balance of any Former BNED Employee, and the B&N Group and the B&N 401(k) Plan shall retain responsibility to provide any such Former BNED Employee with benefits under the B&N Cable 401(k) Plan.

Trust-to-Trust Transfer. As of soon as practicable following the Distribution, a member of the B&N Xxxxxx Group shall cause to be transferred from the B&N Xxxxxx 401(k) Plan to the BNED Cable 401(k) Plan the assets and liabilities Liabilities relating to the account balances of the BNED Cable Employees (whether vested or unvested) and Former Cable Employees in accordance with the applicable requirements of all applicable laws, including the Code. From and after the time that the transfer is complete, as described in the immediately preceding sentence, a member of the BNED Cable Group shall administer the accounts of BNED Cable Employees and Former Cable Employees in the BNED Cable 401(k) Plan in accordance with all applicable laws, including the Code. Except as otherwise provided for in this Section 8.02, such Such transfer of assets and Liabilities shall consist of cash, cash equivalents or participant loan receivables equal to all the accrued benefit Liabilities relating to a transfer in kind of all account balances referred to in the first sentence of this Section 8.029.02, including such Liabilities for the beneficiaries of the BNED Cable Employees and including such Former Cable Employees and accrued benefit Liabilities arising under any applicable qualified domestic relations order. As of soon as practicable following the Distribution, a member of the BNED Cable Group shall direct the trustee of the BNED Cable 401(k) Plan to accept such transfers of assets and Liabilities from the B&N Xxxxxx 401(k) Plan. No later than 30 days prior to the date of the transfer of assets and Liabilities pursuant to this Section 8.02, B&N shall, to the extent necessary and with the cooperation of BNED as necessary, file Internal Revenue Service Form 5310-A regarding such transfer of assets and Liabilities from the B&N 401(k) Plan to the BNED 401(k) Plan, as described in this Section 8.02. Following the foregoing transfer, the BNED Cable Group and/or the BNED Cable 401(k) Plan shall assume all Liabilities of the B&N Xxxxxx Group under the B&N Xxxxxx 401(k) Plan with respect to all participants in the B&N Xxxxxx 401(k) Plan whose balances were transferred to the BNED Cable 401(k) Plan and their beneficiaries pursuant to such transfer, and the B&N Xxxxxx Group and the B&N Xxxxxx 401(k) Plan shall have no Liabilities to provide such participants with benefits under the B&N Xxxxxx 401(k) Plan following such transfer. B&N Cable shall not permit any participant in the Cable 401(k) Plan to make any additional investments in the stock fund holding Xxxxxx Common Stock or in any of the funds listed on Schedule 9.02 from and BNED after the time that the trust-to-trust transfer contemplated in this Section 9.02 is effected. Xxxxxx and Cable shall use reasonable efforts to minimize the duration of any “blackout period” imposed in connection with each transfer of account balances from the B&N Xxxxxx 401(k) Plan to the BNED 401(k) Plan. BNED will cooperate with B&N in effecting a transition of all outstanding 401(k) loans of BNED Employees in a manner designed to prevent a deemed distribution. BNED shall indemnify, defend and hold harmless the members of the B&N Group from and against any and all Liabilities relating to, arising out of or resulting from the transfers described in this Section 8.02. For the avoidance of doubt, this Section 8.02 does not apply to the account balance of any Former BNED Employee in the B&N 401(k) Plan, and prior to, on and following the Distribution the B&N 401(k) Plan shall retain all assets and Liabilities with respect to the account balance of any Former BNED Employee, and the B&N Group and the B&N 401(k) Plan shall retain responsibility to provide any such Former BNED Employee with benefits under the B&N Cable 401(k) Plan.

Trust-to-Trust Transfer. As of the Distribution, a member of the B&N HCMC Group shall cause to be transferred from the B&N HCMC 401(k) Plan to the BNED SpinCo 401(k) Plan the assets and liabilities relating to the account balances of the BNED SpinCo Employees (whether vested or unvested) in accordance with the applicable requirements of all applicable laws, including the Code. From and after the time that the transfer is complete, as described in the immediately preceding sentence, a member of the BNED SpinCo Group shall administer the accounts of BNED SpinCo Employees in the BNED SpinCo 401(k) Plan in accordance with all applicable laws, including the Code. Except as otherwise provided for in this Section 8.027.02, such transfer of assets shall consist of cash, cash equivalents or participant loan receivables equal to all the accrued benefit Liabilities relating to all account balances referred to in the first sentence of this Section 8.027.02, including such Liabilities for the beneficiaries of the BNED SpinCo Employees and including such accrued benefit Liabilities arising under any applicable qualified domestic relations order. As of the Distribution, a member of the BNED SpinCo Group shall direct the trustee of the BNED SpinCo 401(k) Plan to accept such transfers of assets and Liabilities from the B&N HCMC 401(k) Plan. No later than 30 days prior to the date of the transfer of assets and Liabilities pursuant to this Section 8.027.02, B&N HCMC shall, to the extent necessary and with the cooperation of BNED SpinCo as necessary, file Internal Revenue Service Form 5310-A regarding such transfer of assets and Liabilities from the B&N HCMC 401(k) Plan to the BNED SpinCo 401(k) Plan, as described in this Section 8.027.02. Following the foregoing transfer, the BNED SpinCo Group and/or the BNED SpinCo 401(k) Plan shall assume all Liabilities of the B&N HCMC Group under the B&N HCMC 401(k) Plan with respect to all participants in the B&N HCMC 401(k) Plan whose balances were transferred to the BNED SpinCo 401(k) Plan and their beneficiaries pursuant to such transfer, and the B&N HCMC Group and the B&N HCMC 401(k) Plan shall have no Liabilities to provide such participants with benefits under the B&N HCMC 401(k) Plan following such transfer. B&N HCMC and BNED SpinCo shall use reasonable efforts to minimize the duration of any “blackout period” imposed in connection with each transfer of account balances from the B&N HCMC 401(k) Plan to the BNED SpinCo 401(k) Plan. BNED SpinCo will cooperate with B&N HCMC in effecting a transition of all outstanding 401(k) loans of BNED SpinCo Employees in a manner designed to prevent a deemed distribution. BNED SpinCo shall indemnify, defend and hold harmless the members of the B&N HCMC Group from and against any and all Liabilities relating to, arising out of or resulting from the transfers described in this Section 8.027.02. For the avoidance of doubt, this Section 8.02 7.02 does not apply to the account balance of any Former BNED SpinCo Employee in the B&N HCMC 401(k) Plan, and prior to, on and following the Distribution the B&N HCMC 401(k) Plan shall retain all assets and Liabilities with respect to the account balance of any Former BNED SpinCo Employee, and the B&N HCMC Group and the B&N HCMC 401(k) Plan shall retain responsibility to provide any such Former BNED SpinCo Employee with benefits under the B&N HCMC 401(k) Plan.