Common use of Savings Plan Clause in Contracts

Savings Plan. AlliedSignal shall provide that those Employees participating in the AlliedSignal Savings Plan and AlliedSignal Thrift Plan ("Savings Plans") immediately prior to the Closing Date shall fully vest on the Closing Date in their respective Savings Plans accounts (the "Accounts"). As promptly as practicable following the Closing Date, Sellers and Purchaser shall arrange for the transfer of the Accounts and the corresponding liabilities with respect to the U.S. Transferred Employees, from the Savings Plans to one or more tax-qualified plans established or to be established by Purchaser which provides benefits substantially equivalent to the benefits available under the applicable Savings Plans. With respect to the plan or plans receiving assets from the Savings Plans, to the extent permitted by Applicable Law, such plan or plans shall also (a) provide for tax-deferred contributions and (b) meet all requirements for a qualified cash or deferred arrangement under Section 401(k) of the Code. The transfer of assets from the Savings Plans shall be made in cash, marketable securities, promissory notes presenting participant loans, or a combination thereof, as determined by AlliedSignal and consented to by Purchaser. Without limiting the generality of the foregoing, if AlliedSignal should determine to transfer assets held in Accounts which, immediately prior to the Closing Date, provide for holding AlliedSignal common stock in such form, Purchaser agrees to accept transfer of such Accounts in AlliedSignal's common stock, and, to the extent permitted by law for such reasonable period of time as Purchaser may determine, to provide U.S. Transferred Employees with an election to retain AlliedSignal's common stock in their respective plan accounts or to dispose of such stock and have the proceeds reinvested in other investment alternatives offered under each such plan. Prior to the transfer date, Purchaser shall, to the reasonable satisfaction of AlliedSignal's counsel, present AlliedSignal with such evidence and information (which may include or be provided by an opinion of Purchaser's counsel satisfactory to AlliedSignal) as is reasonably necessary to establish that the tax-qualified plan or plans established or to be established by Purchaser to which the transfer or transfers described in this Section are to be made are in full force and effect and meet all the requirements for qualification under Sections 401 and 411(d)(6) of the Code and Sellers shall, to the reasonable satisfaction of Purchaser's counsel, present Purchaser with such evidence and information as is reasonably necessary to establish that the Savings Plan meets the requirements of Section 401(a) of the Code.

Savings Plan. AlliedSignal shall provide that those Employees participating in the AlliedSignal Savings Plan and AlliedSignal Thrift Plan ("Savings Plans") immediately prior Subject to the Closing Date shall fully vest on the Closing Date in their respective Savings Plans accounts (the "Accounts"). As promptly review of Sellers' plan documents, as soon as practicable following the Closing Date, Sellers and Purchaser shall arrange for the transfer of the Accounts and the corresponding liabilities with respect to the U.S. Transferred Employees, from the Savings Plans to one or more tax-qualified plans established or to be established by Purchaser which provides benefits substantially equivalent to the benefits available under the applicable Savings Plans. With respect to the plan or plans receiving assets from the Savings Plans, to the extent permitted by Applicable Law, such plan or plans shall also (a) provide for tax-deferred contributions and (b) meet all requirements for that Buyer sponsors a qualified cash or deferred arrangement under Section 401(k) savings plan (which it shall not be required to do), Parent shall cause to be transferred (i) from the Southwestern Energy Company 401(k) savings plan (the "Seller Savings Plan") to the 401(k) savings plan sponsored by Buyer ("Buyer's Savings Plan"), and the Buyer's Savings Plan shall assume, the account balance liability as of the Code. The date of transfer of assets from for each Transferred Employee who participated in the Seller Savings Plans shall be made in cash, marketable securities, promissory notes presenting participant loans, or a combination thereof, as determined by AlliedSignal and consented to by Purchaser. Without limiting the generality of the foregoing, if AlliedSignal should determine to transfer assets held in Accounts which, immediately Plan prior to the Closing Date, provide for holding AlliedSignal common stock in such formwho is employed by Buyer on the date of transfer (the "Eligible Transferred Employee"), Purchaser agrees to accept transfer of such Accounts in AlliedSignal's common stock, and, and (ii) from the trust relating to the extent permitted by law for such reasonable period of time as Purchaser may determineSeller Savings Plan, to provide U.S. Transferred Employees with an election to retain AlliedSignal's common stock amount in their respective plan accounts cash or to dispose of such stock and have the proceeds reinvested in other investment alternatives offered under each such plan. Prior property, including participant loans, acceptable to the transfer date, Purchaser shall, trustee of the Buyer's Savings Plan equal to the reasonable satisfaction sum of AlliedSignalthe account values (as of the date of transfer) of each Eligible Transferred Employee. Parent shall not be obligated to cause any amount to be transferred to the Buyer's counselSavings Plan or the trust thereunder until Buyer provides evidence (such as a favorable determination letter from the Internal Revenue Service, present AlliedSignal with such evidence and information (which may include or be provided by an opinion of Purchaser's counsel or other reasonably satisfactory evidence) reasonably acceptable to AlliedSignal) as is reasonably necessary to establish Parent that the tax-qualified such plan or plans established or to be established by Purchaser to which the transfer or transfers described in this Section are to be made are in full force and effect and meet all trust satisfy the requirements for qualification under Sections 401 and 411(d)(6) of the Code and Sellers shall, to the reasonable satisfaction of Purchaser's counsel, present Purchaser with such evidence and information as is reasonably necessary to establish that the Savings Plan meets the requirements of Section 401(a40l(a) of the Code. Each Eligible Transferred Employee shall be entitled on the date of transfer to a nonforfeitable account balance under the Buyer's Savings Plan that is not less than such Eligible Transferred Employee's nonforfeitable account balance under the Seller Savings Plan immediately prior to such transfer. Buyer agrees to permit any Eligible Transferred Employee who has an unpaid loan balance under the Seller Savings Plan to continue to repay such loan under the Buyer's Savings Plan under the same terms as such loan was required to be repaid under the Seller Savings Plan. However, nothing herein shall require Buyer to sponsor or establish a Savings Plan, in which case this Section 7.4 shall not apply. Buyer shall permit the Transferred Employees to participate in Buyer's Employee Stock Ownership Plan.

Savings Plan. AlliedSignal shall provide that those Employees participating in the AlliedSignal Savings Plan and AlliedSignal Thrift Plan ("Savings Plans") immediately prior to the Closing Date shall fully vest on the Closing Date in their respective Savings Plans accounts (the "Accounts"). As promptly as practicable following the Closing Date, Sellers and Purchaser shall arrange for the transfer of the Accounts and the corresponding liabilities with respect to the U.S. Transferred Employees, from the Savings Plans to one or more tax-qualified plans established or to be established by Purchaser which provides benefits substantially equivalent to the benefits available under the applicable Savings Plans. With respect to the plan or plans receiving assets from the Savings Plans, to the extent permitted by Applicable Law, such plan or plans shall also (a) provide for tax-deferred contributions and (b) meet all requirements for a qualified cash or deferred arrangement under Section 401(k) of the Code. The transfer of assets from the Savings Plans shall be made in cash, marketable securities, promissory notes presenting participant loans, or a combination thereof, as determined by AlliedSignal and consented to by Purchaser. Without limiting the generality of the foregoing, if AlliedSignal should determine to transfer assets held in Accounts which, immediately prior to the Closing Date, provide for holding AlliedSignal common stock in such form, Purchaser agrees to accept transfer of such Accounts in AlliedSignal's common stock, and, to the extent permitted by law for such reasonable period of time as Purchaser may determine, to provide U.S. Transferred Employees with an election to retain AlliedSignal's common stock in their respective plan accounts or to dispose of such stock and have the proceeds reinvested in other investment alternatives offered under each such plan. Prior to the transfer date, Purchaser shall, to the reasonable satisfaction of AlliedSignal's counsel, present AlliedSignal with such evidence and information (which may include or be provided by an opinion of Purchaser's counsel satisfactory to AlliedSignal) as is reasonably necessary to establish that the tax-qualified plan or plans established or to be established by Purchaser to which the transfer or transfers described in this Section are to be made are in full force and effect and meet all the requirements for qualification under Sections 401 and 411(d)(6411 (d)(6) of the Code and Sellers shall, to the reasonable satisfaction of Purchaser's counsel, present Purchaser with such evidence and information as is reasonably necessary to establish that the Savings Plan meets the requirements of Section 401(a) of the Code.

Savings Plan. AlliedSignal shall provide that those Employees participating in the AlliedSignal Savings Plan and AlliedSignal Thrift Plan ("Savings Plans") immediately prior to the Closing Date shall fully vest on the Closing Date in their respective Savings Plans accounts (the "Accounts"). As promptly soon as practicable following the Closing Date, Sellers : (i) Buyer shall provide Seller with such documents and Purchaser other information as Seller shall arrange reasonably request to assure itself that the savings plan that Buyer will establish prior to (or as soon as reasonably practicable following) Closing (the "Buyer Savings Plan") provides for the transfer receipt of eligible rollover distributions (as such term is defined under Section 402 of the Accounts Code) from the Affected Employees; (ii) Buyer shall provide Seller with such documents and other information as Seller shall reasonably request to assure itself that the Buyer Savings Plan and the corresponding liabilities with respect to the U.S. Transferred Employees, from the Savings Plans to one or more trust established in connection therewith are qualified and tax-qualified plans established or to be established by Purchaser which provides benefits substantially equivalent to the benefits available exempt under the applicable Savings Plans. With respect to the plan or plans receiving assets from the Savings Plans, to the extent permitted by Applicable Law, such plan or plans shall also (aSections 401(a) provide for tax-deferred contributions and (b) meet all requirements for a qualified cash or deferred arrangement under Section 401(k501(a) of the Code; and (iii) Seller shall provide Buyer with such documents as Buyer shall reasonably request to assure itself that the accounts of the Affected Employees under the International Paper Salaried Savings Plan (the "SSP") and the International Paper Hourly Savings Plan (the "HSP") (each, a "Seller Savings Plan"), if distributed to such Affected Employees, would be eligible rollover distributions. The transfer of assets from the Savings Plans Seller shall 100% vest or cause to be made in cash, marketable securities, promissory notes presenting participant loans, or a combination thereof100% vested, as determined by AlliedSignal and consented to by Purchaser. Without limiting the generality of the foregoing, if AlliedSignal should determine to transfer assets held in Accounts which, immediately prior to the Closing Date, provide the accounts under the SSP and HSP for holding AlliedSignal common stock each Affected Employee. Each Affected Employee who is a participant in a Seller Savings Plan shall be given the opportunity to "roll over" such formaccount balance by way of an eligible rollover distribution to the Buyer Savings Plan, Purchaser agrees subject to accept transfer and in accordance with the provisions of such Accounts Plan and applicable law. Notwithstanding anything in AlliedSignal's common stock, and, this Agreement to the extent permitted by law for such reasonable period of time as Purchaser may determinecontrary, each Affected Employee who is eligible to provide U.S. Transferred Employees with an election to retain AlliedSignal's common stock participate in their respective plan accounts or to dispose of such stock and have the proceeds reinvested in other investment alternatives offered under each such plan. Prior to the transfer date, Purchaser shall, to the reasonable satisfaction of AlliedSignal's counsel, present AlliedSignal with such evidence and information (which may include or be provided by an opinion of Purchaser's counsel satisfactory to AlliedSignal) as is reasonably necessary to establish that the tax-qualified plan or plans established or to be established by Purchaser to which the transfer or transfers described in this Section are to be made are in full force and effect and meet all the requirements for qualification under Sections 401 and 411(d)(6) of the Code and Sellers shall, to the reasonable satisfaction of Purchaser's counsel, present Purchaser with such evidence and information as is reasonably necessary to establish that the a Seller Savings Plan meets will become eligible to participate in the requirements of Section 401(a) of Buyer Savings Plan as soon as reasonably practicable after the CodeClosing Date.

Savings Plan. AlliedSignal shall provide that those Employees participating in the AlliedSignal Savings Plan and AlliedSignal Thrift Plan ("Savings Plans") immediately prior to the Closing Date shall fully vest on the Closing Date in their respective Savings Plans accounts (the "Accounts"). As promptly soon as practicable following the Closing Date: (i) Buyer shall provide Seller with such documents and other information as Seller shall reasonably request to assure itself that The Mohawk Paper ▇▇▇▇▇ Defined Contribution Savings Plan and the Mohawk Paper ▇▇▇▇▇, Sellers and Purchaser shall arrange Inc. Hourly Savings Plan (collectively, the “Savings Plans”) provide for the transfer receipt of eligible rollover distributions (as such term is defined under Section 402 of the Accounts and Code) from the corresponding liabilities with respect to the U.S. Transferred Employees, from ; (ii) Buyer shall provide Seller with such documents and other information as Seller shall reasonably request to assure itself that the Savings Plans to one or more and the trusts established in connection therewith are qualified and tax-qualified plans established or to be established by Purchaser which provides benefits substantially equivalent to the benefits available exempt under the applicable Savings Plans. With respect to the plan or plans receiving assets from the Savings Plans, to the extent permitted by Applicable Law, such plan or plans shall also (aSections 401(a) provide for tax-deferred contributions and (b) meet all requirements for a qualified cash or deferred arrangement under Section 401(k501(a) of the Code. The transfer of assets from the Savings Plans , which shall be made in cashevidenced by a favorable determination letter issued by the IRS; and (iii) Seller shall provide Buyer with such documents as Buyer shall reasonably request to assure itself that the accounts of the Transferred Employees under the International Paper Company Salaried Savings Plan (the “SSP”) and the International Paper Company Hourly Savings Plan (the “HSP”) (each, marketable securitiesa “Seller Savings Plan”), promissory notes presenting participant loansif distributed to such Transferred Employees, would be eligible rollover distributions. Seller shall 100% vest or a combination thereofcause to be 100% vested, as determined by AlliedSignal and consented to by Purchaser. Without limiting the generality of the foregoingClosing Date, if AlliedSignal should determine the accounts under the SSP and HSP for each Transferred Employee, and Seller shall contribute all contributions to transfer assets held in Accounts whichthe SSP and HSP with respect to each Transferred Employee (A) which are required to be made on or before the Closing Date under the SSP and HSP, immediately and (B) which relate to service or employee salary deferral contributions on or prior to the Closing Date, provide for holding AlliedSignal common stock in such form, Purchaser agrees to accept transfer of such Accounts in AlliedSignal's common stock, and, to the extent permitted by law for such reasonable period of time as Purchaser may determine, to provide U.S. Transferred Employees with an election to retain AlliedSignal's common stock in their respective plan accounts or to dispose of such stock and have the proceeds reinvested in other investment alternatives offered under each such plan. Prior to the transfer date, Purchaser shall, to the reasonable satisfaction of AlliedSignal's counsel, present AlliedSignal with such evidence and information (which may include or be provided by an opinion of Purchaser's counsel satisfactory to AlliedSignal) as is reasonably necessary to establish that the tax-qualified plan or plans established or to be established by Purchaser to which the transfer or transfers described in this Section but are not required to be made are on or prior to the Closing Date, under the SSP and HSP. Each Transferred Employee who is a participant in full force and effect and meet all a Seller Savings Plan shall be given the requirements for qualification under Sections 401 and 411(d)(6) opportunity to “roll over” such account balance by way of an eligible rollover distribution to one of the Code Savings Plans, subject to and Sellers shall, in accordance with the provisions of the Savings Plans and applicable law. Notwithstanding anything in this Agreement to the reasonable satisfaction contrary, each Transferred Employee who is eligible to participate in a Seller Savings Plan will become eligible to participate in one of Purchaser's counsel, present Purchaser with such evidence and information as is reasonably necessary to establish that the Savings Plan meets Plans as soon as reasonably practicable after the requirements of Section 401(a) Closing Date, subject to and in accordance with the provisions of the CodeSavings Plans and applicable law.

Savings Plan. AlliedSignal shall provide that those Employees participating This Section 6.02 is intended by Purchaser to constitute a "Written Resolution", as defined in the AlliedSignal Section 1.41 of Sellers' 401(k) Savings Plan, to effect such amendment of Sellers' 401(k) Savings Plan coincident with the Closing and AlliedSignal Thrift Plan ("Savings Plans") to authorize and delegate to each of the officers of Purchaser and Parent the individual authority to execute such documents as are necessary or desirable to effect such change in sponsorship. Coincident with the Closing, Purchaser shall become the employer and plan sponsor of each employee welfare benefit plan and payroll practice that provided benefits to Employees immediately prior to the Closing Date shall fully vest on the Closing Date in and continue to make available all benefits required by COBRA for those current or former employees of Sellers or their respective Savings Plans accounts (the "Accounts"). As promptly as practicable following the Closing Datebeneficiaries not hired by Purchaser, Sellers and Purchaser shall arrange for the transfer of the Accounts and the corresponding liabilities with respect to the U.S. Transferred Employees, from the Savings Plans to one or more tax-qualified plans established or to be established by Purchaser which provides benefits substantially equivalent to the benefits available under the applicable Savings Plans. With respect to the plan or plans receiving assets from the Savings Plans, to the extent permitted by Applicable Law, such plan or plans permissible under contract Purchaser shall also (a) provide for tax-deferred contributions become the policyholder and (b) meet all requirements for a qualified cash or deferred arrangement under Section 401(k) employer of each group insurance policy providing employee welfare benefits to Employees immediately prior to the CodeClosing. The transfer officers of assets from Purchaser and Parent are individually authorized and delegated the Savings Plans shall be made in cash, marketable securities, promissory notes presenting participant loans, authority to execute such documents as are necessary or a combination thereof, as determined by AlliedSignal and consented desirable to by Purchasereffect such change. Without limiting the generality Notwithstanding any of the foregoing, if AlliedSignal should determine Purchaser shall have the sole discretion to transfer assets held replace such assumed and continued benefits of Sellers with benefits that are at least as favorable to such Employees, in Accounts whichthe aggregate, as those provided by Parent and its affiliates to its employees of comparable responsibility and seniority, provided that such replacement benefits shall, during the one year period after the Closing Date be at least as favorable, taken as a whole, to such Employees as those enjoyed by the Employees immediately prior to the Closing Date(as disclosed in SCHEDULE 3.16.3) and provided, provide further, that if any Employee ceases to participate in any benefit plans assumed by Purchaser coincident with the Closing because Purchaser has elected pursuant to this sentence to replace such benefits with benefits provided to comparable employees, in determining each such Employee's eligibility for holding AlliedSignal common stock employee benefits and vesting in such formbenefits, Purchaser agrees to accept transfer such Employee shall be given credit for his length of such Accounts in AlliedSignal's common stock, and, service with Sellers. If and to the extent permitted Purchaser is prohibited by contract or law for such reasonable period from assuming any of time Sellers' employee benefit plans or policies (as Purchaser may determinedisclosed in SCHEDULE 3.16.3), to provide U.S. Transferred Employees with an election to retain AlliedSignal's common stock in their respective plan accounts or to dispose of such stock any and have the proceeds reinvested in other investment alternatives offered under each such plan. Prior to the transfer date, Purchaser shall, to the reasonable satisfaction of AlliedSignal's counsel, present AlliedSignal with such evidence all rights and information (which may include or be provided by an opinion of Purchaser's counsel satisfactory to AlliedSignal) as is reasonably necessary to establish that the tax-qualified plan or plans established or to be established by Purchaser benefits to which the transfer or transfers described in this Sellers are entitled thereunder shall constitute "Excluded Assets" under Section are to be made are in full force and effect and meet all the requirements for qualification under Sections 401 and 411(d)(6) of the Code and Sellers shall, to the reasonable satisfaction of Purchaser's counsel, present Purchaser with such evidence and information as is reasonably necessary to establish that the Savings Plan meets the requirements of Section 401(a) of the Code2.03.

Savings Plan. AlliedSignal 5.8.6.1 The Seller shall provide that those Employees participating in take, or cause to be taken, all steps necessary or appropriate with respect to the AlliedSignal Seller Savings Plan so that, effective no later than the Closing Date: (a) the Seller Savings Plan is sponsored solely by, or is merged into another plan sponsored solely by, one or more of the Seller and/or any of its Affiliates (excluding the Transferred Subsidiaries); and AlliedSignal Thrift Plan ("Savings Plans"b) immediately prior none of the Transferred Subsidiaries is a fiduciary with respect to the Closing Date shall fully vest on Seller Savings Plan nor an obligor or a guarantor of any indebtedness of the Closing Date in their respective Seller Savings Plans accounts (the "Accounts"). Plan. 5.8.6.2 As promptly as practicable following of the Closing Date, Sellers and Purchaser the Purchasers shall arrange for the transfer of the Accounts and the corresponding liabilities with respect to the U.S. Transferred Employees, from the Savings Plans to designate one or more tax-qualified existing defined contribution savings plans established or to be established sponsored by Purchaser which provides benefits substantially equivalent to the benefits available under the applicable Savings Plans. With respect to the plan or plans receiving assets from the Savings Plans, to the extent permitted by Applicable Law, such plan or plans shall also (a) provide for tax-deferred contributions and (b) meet all requirements for a qualified cash or deferred arrangement under Section 401(k) any of the Code. The transfer of assets from the Savings Plans shall be made in cash, marketable securities, promissory notes presenting participant loans, or a combination thereof, as determined by AlliedSignal Purchasers and consented to by Purchaser. Without limiting the generality of the foregoing, if AlliedSignal should determine to transfer assets held in Accounts which, immediately prior to the Closing Date, provide for holding AlliedSignal common stock in such form, Purchaser agrees to accept transfer of such Accounts in AlliedSignal's common stock, and, to the extent permitted by law for such reasonable period of time as Purchaser may determine, to provide U.S. Transferred Employees with an election to retain AlliedSignal's common stock in their respective plan accounts or to dispose of such stock and have the proceeds reinvested in other investment alternatives offered Affiliates (including any Transferred Subsidiary) that are qualified under each such plan. Prior to the transfer date, Purchaser shall, to the reasonable satisfaction of AlliedSignal's counsel, present AlliedSignal with such evidence and information (which may include or be provided by an opinion of Purchaser's counsel satisfactory to AlliedSignal) as is reasonably necessary to establish that the tax-qualified plan or plans established or to be established by Purchaser to which the transfer or transfers described in this Section are to be made are in full force and effect and meet all the requirements for qualification under Sections 401 and 411(d)(6) of the Code and Sellers shall, to the reasonable satisfaction of Purchaser's counsel, present Purchaser with such evidence and information as is reasonably necessary to establish that the Savings Plan meets the requirements of Section 401(a) of the CodeCode (such plans, collectively and separately, the "Purchaser Savings Plan") to provide benefits to Transferred Employees and to accept the direct cash rollovers described in the next sentence, and the Purchasers shall provide the Seller with such assurances as may reasonably be required by the Seller that each Purchaser Savings Plan is so qualified. The Seller shall cause the Seller Savings Plan to be amended to the extent necessary to provide that (a) the account balances of all Transferred Employees shall be fully vested as of the applicable Hire Date, (b) such account balances shall be eligible for distribution to the Transferred Employee participants at their election in connection with their becoming Transferred Employees, and (c) such account balances may be rolled over in cash to a Purchaser Savings Plan in a direct or indirect rollover. The Seller and the Purchasers shall cooperate with one another and take all steps necessary or appropriate (which steps shall include an amendment of the Seller Savings Plan by the Seller) so that any Transferred Employee whose account balance under the Seller Savings Plan is not distributed and who has any outstanding participant loans thereunder may elect, pursuant to appropriate authorization forms completed by the Transferred Employee, to continue to repay such loans after his or her Hire Date, for so long as such Transferred Employee remains on the General Electric Company corporate payroll, by having the required payments with respect to each such loan withheld from such Transferred Employee's paychecks on each payroll period and remitted to the trustee of the trust funding the Seller Savings Plan. 5.8.6.3 The Purchasers and the Seller shall cooperate in (a) making all filings required under the Code or ERISA and any applicable securities Laws, (b) implementing all appropriate communications with participants, (c) transferring appropriate records, and (d) taking all such other actions as may be necessary and appropriate to implement the provisions of this Section 5.8.6 in a timely manner.