Examples of B&N Group in a sentence
In accordance with Sections 8.01(c)-(e), B&N shall, and shall cause members of the B&N Group to, reasonably cooperate with BNED (or members of the BNED Group) in their pursuit of any coverage claims under any such policies which could inure to the benefit of such entities.
Assuming acceptance and agreement of the insurance carrier, on or about the six-month anniversary of the Distribution Date, BNED agrees to assume and accept any claims and liabilities with respect to BNED (or any member of the BNED group) existing under the casualty policies of the B&N Group and those liabilities are to be transferred to BNED.
B&N shall not, and shall cause the members of the B&N Group not to, take any action that would limit the coverage available to BNED (or members of the BNED Group) prior to the Distribution Date under any existing primary casualty policies maintained by the members of the B&N Group.
B&N shall not make, and shall not permit any other member of the B&N Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification against BNED or any other member of the BNED Group, or any other Person released pursuant to Section 6.01(b), with respect to any Liabilities released pursuant to Section 6.01(b).
Without limiting any of the rights or obligations of the parties pursuant to Sections 8.01(b)-(e), B&N and BNED acknowledge that, as of the Distribution Date, B&N intends to take such action as it may deem necessary or desirable to remove the members of the BNED Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the B&N Group by any insurance carrier effective on the Distribution Date.
No member of the B&N Group shall be deemed to have made any representation or warranty as to the availability of any coverage under any such insurance policy.
B&N shall, and shall cause members of the B&N Group to, reasonably cooperate with the individuals who acted as directors and officers of the B&N Group or members of the BNED Group on or prior to the Distribution Date in their pursuit of any coverage claims under such D&O Policies which could inure to the benefit of such individuals.
BNED and B&N shall enter into one or more joint defense agreements, substantially in the form of Exhibit A hereto, with respect to litigation matters pending as of the date hereof that involve members of both the B&N Group and the BNED Group.
For the avoidance of doubt, neither Party shall be obligated to make any additional payment to the other Party with respect to any overfunding or underfunding of the account for the BNED Group in the B&N Transportation Plan at the time of the spin-off described in the immediately preceding sentence because such account is held separate from the accounts relating to other members of the B&N Group in the B&N Transportation Plan.
Prior to the Distribution, B&N shall, or shall cause its Subsidiaries to, transfer or cause to be transferred to a member of the BNED Group the employment of each Employee set forth on Schedule 2.02, effective as of the Distribution, such that these individuals are not Employees of the B&N Group at the time of the Distribution.