Common use of Savings Plans Clause in Contracts

Savings Plans. (a) Seller shall cause the trustee of The Black & Deck▇▇ ▇▇▇irement Savings Plan ("Seller's Savings Plan") to transfer as of the transfer date specified below, the full account balances of the US Transferred Employees under Seller's Savings Plan, to the Successor Savings Plan (as hereinafter defined). Such assets shall be transferred to the Successor Savings Plan in cash, provided that assets consisting of notes or other instruments evidencing loans made to participating US Transferred Employees shall be transferred in such form to the Successor Savings Plan. Seller and Buyer shall make any and all filings and submissions to the appropriate Governmental Authorities, and shall make any necessary plan amendments arising in connection with the transfer of assets from Seller's Savings Plan to the Successor Savings Plan. (b) trust agreement forming a part of the Successor Savings Plan; provided, that assets consisting of notes or other instruments evidencing loans made to participating US Transferred Employees shall be transferred in such form to the Successor Savings Plan. (c) Buyer, effective as of the date of the transfer of assets contemplated by this Section D.08, assumes all of the liabilities and obligations of Seller or any of its Affiliates in respect of the account balances accumulated by US Transferred Employees under Seller's Savings Plan, and the Successor Savings Plan assumes all liabilities and obligations of Seller's Savings Plan with respect to all account balances under Seller's Savings Plan of such US Transferred Employees. Neither Buyer nor any of its Affiliates shall assume any other obligations or liabilities arising under or attributable to Seller's Savings Plan and neither Seller nor any of its Affiliates shall assume any liabilities or obligations under or attributable to the Successor Savings Plan. Prior to the transfer of assets contemplated by this Section D.08, Buyer Companies, if consented to by the applicable US Transferred Employee, shall withhold from such US Transferred Employee's pay, loan repayments relating to any outstanding loan to such US Transferred Employee under Seller's Savings Plan and shall promptly forward those withholdings to Seller's Savings Plan.

Savings Plans. (aA) Transferred Employees shall not be entitled to make contributions to or to benefit from matching or other contributions under the Seller Savings Plans on and after the Closing Date. (B) Purchaser shall, or shall cause one or more of its Designated Affiliates to, take all action necessary and appropriate to ensure that, as soon as practicable after the trustee of The Black & Deck▇▇ ▇▇▇irement Savings Plan ("Seller's Savings Plan") to transfer Closing Date and effective as of the transfer date specified belowClosing Date, Purchaser or one or more of its Designated Affiliates (including the full Acquired Companies) has in effect one or more savings plans (hereinafter referred to in the aggregate as the “Purchaser Savings Plans” and individually as the “Purchaser Savings Plan”) meeting the following requirements: (I) each Purchaser Savings Plan is a qualified, single-employer individual account balances plan under Section 401(a) of the US Code; (II) each Transferred Employee is eligible to participate in a Purchaser Savings Plan that permits him or her to make before-tax contributions (under Section 401(k) of the Code) and to take participant loans on a basis at least as favorable as under the applicable Seller Savings Plan; and (III) each Purchaser Savings Plan in which Represented Employees under Seller's are eligible to participate satisfies any applicable requirements of the relevant Collective Bargaining Agreement(s). (C) The terms of the Purchaser Savings Plans, or each such Purchaser Savings Plan, shall provide that each Transferred Employee shall have the right to the Successor make a direct rollover to a Purchaser Savings Plan (as hereinafter defined). Such assets shall be transferred to the Successor of his or her account in a Seller Savings Plan in cashPlan, provided that assets consisting including a direct rollover of any notes or other instruments evidencing loans made to participating US such Transferred Employees shall be transferred Employee; provided that each Transferred Employee who elects to roll over an account in such form to the Successor Savings Plan. a Seller and Buyer shall make any and all filings and submissions to the appropriate Governmental Authorities, and shall make any necessary plan amendments arising in connection with the transfer of assets from Seller's Savings Plan to the Successor Savings Plan. must roll over his or her entire account balance (b) trust agreement forming including a part rollover of the Successor Savings Plan; provided, that assets consisting of any notes or other instruments evidencing loans made to participating US such Transferred Employees shall be transferred in such form to the Successor Savings PlanEmployee). (cD) BuyerAs soon as practicable after the Closing Date, effective Seller shall deliver to Purchaser or one or more of its Designated Affiliates a list of the Transferred Employees covered by the Seller Savings Plans, together with each Transferred Employee’s service under each of the Seller Savings Plans as of the date of the transfer of assets contemplated by this Section D.08, assumes all of the liabilities and obligations of Seller or any of its Affiliates in respect of the account balances accumulated by US Transferred Employees under Seller's Savings Plan, and the Successor Savings Plan assumes all liabilities and obligations of Seller's Savings Plan with respect to all account balances under Seller's Savings Plan of such US Transferred Employees. Neither Buyer nor any of its Affiliates shall assume any other obligations or liabilities arising under or attributable to Seller's Savings Plan and neither Seller nor any of its Affiliates shall assume any liabilities or obligations under or attributable to the Successor Savings Plan. Prior to the transfer of assets contemplated by this Section D.08, Buyer Companies, if consented to by the applicable US Transferred Employee, shall withhold from such US Transferred Employee's pay, loan repayments relating to any outstanding loan to such US Transferred Employee under Seller's Savings Plan and shall promptly forward those withholdings to Seller's Savings PlanClosing Date.

Savings Plans. (a) Seller Effective as of the Closing Date, Transferred Non-Union Employees shall cause the trustee of no longer actively participate in The Black & Deck▇▇ ▇▇▇irement Savings Boeing Company Voluntary Investment Plan (the "Seller's Savings Plan"). Buyer shall designate a tax-qualified defined contribution plan of Buyer or one of its Affiliates (such plan(s), the "Buyer's Savings Plan") to transfer that either (i) currently provides for the receipt from Transferred Non-Union Employees of "eligible rollover distributions" (as such term is defined under Section 402 of the transfer date specified belowCode) or (ii) shall be amended as soon as practicable following the Closing Date to provide for the receipt from the Transferred Non-Union Employees of eligible rollover distributions. As soon as practicable following the Closing Date, (x) Buyer shall provide Seller with such documents and other information as Seller shall reasonably request to assure itself that Buyer's Savings Plan provides for the full account balances receipt of eligible rollover distributions and (y) Seller shall provide Buyer with such documents and other information as Buyer shall reasonably request to assure itself that the accounts of the US Transferred Non-Union Employees under the Seller's Savings Plan, if distributed to such Transferred Non-Union Employees, would be eligible rollover distributions. Each Transferred Non-Union Employee who is a participant in the Successor Savings Plan (as hereinafter defined). Such assets shall be transferred to the Successor Savings Plan in cash, provided that assets consisting of notes or other instruments evidencing loans made to participating US Transferred Employees shall be transferred in such form to the Successor Savings Plan. Seller and Buyer shall make any and all filings and submissions to the appropriate Governmental Authorities, and shall make any necessary plan amendments arising in connection with the transfer of assets from Seller's Savings Plan shall be given the opportunity to receive a distribution of his or her account balance and shall be given the opportunity to elect to "roll over" such account balance to the Successor Savings Plan. (b) trust agreement forming a part of the Successor Savings Plan; provided, that assets consisting of notes or other instruments evidencing loans made to participating US Transferred Employees shall be transferred in such form to the Successor Savings Plan. (c) Buyer, effective as of the date of the transfer of assets contemplated by this Section D.08, assumes all of the liabilities and obligations of Seller or any of its Affiliates in respect of the account balances accumulated by US Transferred Employees under Seller's Savings Plan, subject to and in accordance with the Successor Savings Plan assumes all liabilities and obligations of Seller's Savings Plan with respect to all account balances under Seller's Savings Plan provisions of such US Transferred Employeesplans and applicable law. Neither Buyer nor any of its Affiliates shall assume any other obligations or liabilities arising under or attributable to Seller's Savings Plan and neither Seller nor any of its Affiliates shall assume any liabilities or obligations under or attributable to As soon as practical following the Successor Savings Plan. Prior to the transfer of assets contemplated by this Section D.08Closing Date, Buyer Companies, if consented shall also amend its Plans or adopt a Board resolution to by the applicable US Transferred Employee, shall withhold from such US Transferred Employee's pay, loan repayments relating to any outstanding loan to such US Transferred Employee under Seller's Savings Plan and shall promptly forward those withholdings to Seller's Savings Planprovide for a matching contribution as set forth in Schedule 9.1(ii).

Savings Plans. (a1) Seller shall cause the trustee of The Black & Deck▇▇ ▇▇▇irement Savings Plan ("Seller's Savings Plan") to transfer as of the transfer date specified below, the full account balances of the US Transferred Employees under Seller's Savings Plan, to the Successor Savings Plan (as hereinafter defined). Such assets shall be transferred to the Successor Savings Plan in cash, provided that assets consisting of notes or other instruments evidencing loans made to participating US Transferred Employees shall be transferred in such form to the Successor Savings Plan. Seller and Buyer shall make any and all filings and submissions to the appropriate Governmental Authorities, and shall make any necessary plan amendments arising in connection with the transfer of assets from Seller's Savings Plan to the Successor Savings Plan. (b) trust agreement forming a part of the Successor Savings Plan; provided, that assets consisting of notes or other instruments evidencing loans made to participating US Transferred Employees shall be transferred in such form to the Successor Savings Plan. (c) Buyer, effective as As of the date of this Agreement, Seller or its Affiliates have adopted and made contributions with respect to the transfer of assets contemplated by this Transferred Employees to one or more qualified retirement savings plans (collectively referred to as the "SELLER SAVINGS PLANS"). Except as provided in Section D.086.2(b)(3), assumes Transferred Employees shall not be entitled to make contributions to or to benefit from matching or other contributions under the Seller Savings Plans on and after the Closing Date. (2) Buyer shall take all action necessary and appropriate to ensure that, as of the liabilities Closing Date, Buyer or the Surviving Corporation (or one of Buyer's Affiliates) maintains one or more qualified retirement savings plans (hereinafter referred to in the aggregate as the "BUYER SAVINGS PLANS" and obligations individually as the "BUYER SAVINGS PLAN") that will accept rollovers from each Transferred Employee who receives a distribution from a Seller Savings Plan and who is employed by the Buyer (or any of Seller its Affiliates) at the time of such distribution. With respect to compensation paid through the end of the calendar year following the calendar year in which the Closing Date occurs, the Buyer Savings Plans shall provide for an allocation of an employer non-elective contribution for each plan year (or partial plan year) to each Transferred Employee who is a participant in such plan and who is an active employee of Buyer or any of its Affiliates in respect on the last day of the account balances accumulated by US Transferred Employees under Sellerplan year (or partial plan year) in an amount equal to not less than two percent (2%) of such employee's Savings Plan, and the Successor Savings Plan assumes compensation for such year (or partial plan year). (3) Seller shall make all liabilities and obligations of Seller's Savings Plan required matching contributions with respect to all account balances under Seller's Savings Plan of such US the Transferred Employees. Neither Buyer nor any of its Affiliates shall assume any other obligations or liabilities arising under or attributable to Seller's Savings Plan and neither Seller nor any of its Affiliates shall assume any liabilities or obligations under or attributable ' contributions to the Successor Seller Savings PlanPlans that are (A) eligible for matching and (B) made before the Closing Date. Prior Such matching contributions shall be made not later than the date on which all other matching contributions are made to the transfer of assets contemplated by this Section D.08, Buyer Companies, if consented Seller Savings Plans with respect to by contributions made at the applicable US same time as the Transferred Employee, shall withhold from such US Transferred Employee's pay, loan repayments relating to any outstanding loan to such US Transferred Employee under Seller's Savings Plan and shall promptly forward those withholdings to Seller's Savings PlanEmployees' contributions.

Savings Plans. (a1) Seller shall cause the trustee of The Black & Deck▇▇ ▇▇▇irement Savings Plan ("Seller's Savings Plan") to transfer as of the transfer date specified below, the full account balances of the US Transferred Employees under Seller's Savings Plan, to the Successor Savings Plan (as hereinafter defined). Such assets shall be transferred to the Successor Savings Plan in cash, provided that assets consisting of notes or other instruments evidencing loans made to participating US Transferred Employees shall be transferred in such form to the Successor Savings Plan. Seller and Buyer shall make any and all filings and submissions to the appropriate Governmental Authorities, and shall make any necessary plan amendments arising in connection with the transfer of assets from Seller's Savings Plan to the Successor Savings Plan. (b) trust agreement forming a part of the Successor Savings Plan; provided, that assets consisting of notes or other instruments evidencing loans made to participating US Transferred Employees shall be transferred in such form to the Successor Savings Plan. (c) Buyer, effective as As of the date of this Agreement, Seller or its Affiliates have adopted and made contributions with respect to the transfer of assets contemplated by this Transferred Employees to one or more qualified retirement savings plans (collectively referred to as the "SELLER SAVINGS PLANS"). Except as provided in Section D.086.2(b)(3), assumes Transferred Employees shall not be entitled to make contributions to or to benefit from matching or other contributions under the Seller Savings Plans on and after the Closing Date. (2) Buyer shall take all action necessary and appropriate to ensure that, as of the liabilities Closing Date, Buyer or the Company (or one of Buyer's Affiliates) maintains one or more qualified retirement savings plans (hereinafter referred to in the aggregate as the "BUYER SAVINGS PLANS" and obligations individually as the "BUYER SAVINGS PLAN") that will accept rollovers from each Transferred Employee who receives a distribution from a Seller Savings Plan and who is employed by the Buyer (or any of Seller its Affiliates) at the time of such distribution. With respect to compensation paid through the end of the calendar year following the calendar year in which the Closing Date occurs, the Buyer Savings Plans shall provide for an allocation of an employer non-elective contribution for each plan year (or partial plan year) to each Transferred Employee who is a participant in such plan and who is an active employee of Buyer or any of its Affiliates in respect on the last day of the account balances accumulated by US Transferred Employees under Sellerplan year (or partial plan year) in an amount equal to not less than two percent (2%) of such employee's Savings Plan, and the Successor Savings Plan assumes compensation for such year (or partial plan year). (3) Seller shall make all liabilities and obligations of Seller's Savings Plan required matching contributions with respect to all account balances under Seller's Savings Plan of such US the Transferred Employees. Neither Buyer nor any of its Affiliates shall assume any other obligations or liabilities arising under or attributable to Seller's Savings Plan and neither Seller nor any of its Affiliates shall assume any liabilities or obligations under or attributable ' contributions to the Successor Seller Savings PlanPlans that are (A) eligible for matching and (B) made before the Closing Date. Prior Such matching contributions shall be made not later than the date on which all other matching contributions are made to the transfer of assets contemplated by this Section D.08, Buyer Companies, if consented Seller Savings Plans with respect to by contributions made at the applicable US same time as the Transferred Employee, shall withhold from such US Transferred Employee's pay, loan repayments relating to any outstanding loan to such US Transferred Employee under Seller's Savings Plan and shall promptly forward those withholdings to Seller's Savings PlanEmployees' contributions.

Savings Plans. Sellers shall amend the Honeywell Savings and Ownership Plan I (a"Sellers' Savings Plan") Seller to provide that Transferred US Employees shall cause the trustee of The Black & Deck▇▇ ▇▇▇irement fully vest in their Sellers' Savings Plan accounts (the "Accounts") as of the Closing Date. Purchaser shall maintain or establish as of the Closing Date one or more tax-qualified defined contribution savings plan or plans ("SellerPurchaser's Savings Plan") which provides each Transferred Employee with eligibility, vesting, contribution and benefit payment provisions that are the same as that provided to transfer as other similarly situated employees of the transfer date specified below, the full account balances of the Purchaser. Transferred US Transferred Employees under Seller's Savings Plan, to the Successor Savings Plan (as hereinafter defined). Such assets shall be transferred to the Successor Savings Plan in cash, provided that assets consisting of notes or other instruments evidencing loans made to participating US Transferred Employees shall be transferred in such form to the Successor Savings Plan. Seller and Buyer shall make any and all filings and submissions to the appropriate Governmental Authorities, and shall make any necessary plan amendments arising in connection with the transfer of assets from Seller's Savings Plan to the Successor Savings Plan. (b) trust agreement forming a part of the Successor Savings Plan; provided, that assets consisting of notes or other instruments evidencing loans made to participating US Transferred Employees shall be transferred in such form to the Successor Savings Plan. (c) Buyer, effective as of the date of the transfer of assets contemplated by this Section D.08, assumes all of the liabilities and obligations of Seller or any of its Affiliates in respect of the account balances accumulated by US Transferred Employees under Seller's Savings Plan, and the Successor Savings Plan assumes all liabilities and obligations of Seller's Savings Plan with respect to all account balances under Seller's the Sellers' Savings Plan shall be eligible to effect a direct rollover (as described in Section 401(a)(31) of such US Transferred Employees. Neither Buyer nor any the Code), in accordance with the rollover provisions of its Affiliates shall assume any other obligations or liabilities arising under or attributable to SellerPurchaser's Savings Plan and neither Seller nor such plan's applicable rollover policies, of all or a portion of any of its Affiliates shall assume any liabilities or obligations such Transferred US Employee's balance under or attributable to the Successor Sellers' Savings Plan. Prior to the transfer , including notes or other evidence of assets contemplated by this Section D.08, Buyer Companies, if consented to by the applicable US Transferred Employee, shall withhold from such US Transferred Employee's pay, loan repayments indebtedness relating to any an outstanding loan to such the Transferred US Transferred Employee under Sellerfrom the Sellers' Savings Plan, provided, however, that rollovers of after-tax employee contributions to Purchaser's Savings Plan and shall promptly forward those withholdings to Sellernot be permitted. Purchaser's Savings PlanPlan shall (i) permit immediate participation and eligibility for employer contributions for all Transferred US Employees as of the Closing Date; (ii) credit all service with Sellers for purposes of the eligibility, participation, vesting and benefit accrual requirements of Purchaser's Savings Plans; and (iii) meet all requirements for a qualified cash or deferred arrangement under Section 401(k) of the Code.

Savings Plans. (a) Seller shall cause the trustee of The Black & Deck▇▇ ▇▇▇irement Savings Plan ("Seller's Savings Plan") to transfer as As of the transfer date specified belowof this Agreement, Seller or its Affiliates have adopted and made contributions with respect to the full account balances of the US Transferred Employees under Seller's to one or more qualified retirement savings plans (collectively referred to as the "Seller Savings Plan, to the Successor Savings Plan (as hereinafter definedPlan(s)"). Such assets shall be transferred to the Successor Savings Plan Except as provided in cashsubsection 7.2.2(c), provided that assets consisting of notes or other instruments evidencing loans made to participating US Transferred Employees shall not be transferred entitled to make contributions to or to benefit from matching or other contributions under the Seller Savings Plan(s) on and after the Closing Date. Seller shall take all necessary and legally permissible actions in such form order to cause the Seller Savings Plan(s) to distribute the account balances thereunder for each Transferred Employee who participated in Seller Savings Plan(s) as soon as practicable following the Closing Date, subject to the Successor Savings Plan. Seller consent of such Transferred Employee, where required, including, subject to applicable Law, the distribution of cash and Buyer shall make any and all filings and submissions notes representing plan loans to the appropriate Governmental Authorities, and shall make any necessary plan amendments arising in connection with the transfer of assets from Seller's Savings Plan to the Successor Savings Planparticipants. (b) trust agreement forming a part Buyer shall take all action necessary and appropriate to ensure that, as of the Successor Closing Date, Buyer or one of its Affiliates maintains one or more qualified retirement savings plans (hereinafter referred to in the aggregate as the "Buyer Savings Plan; providedPlan(s)") that will accept rollover contributions, that assets consisting including any notes representing plan loans to participants, from each Transferred Employee who receives a distribution from the Seller Savings Plan(s), who elects such a rollover form of notes distribution, and who is employed by the Buyer (or other instruments evidencing loans made any of its Affiliates) at the time of such distribution. Buyer agrees to participating US permit all Transferred Employees shall be transferred to participate in such form to the Successor applicable Buyer Savings PlanPlan(s) or any other qualified defined contribution plans maintained by Buyer on the same terms and conditions as similarly situated Buyer employees, taking into account prior service in accordance with Section 7.1.2(c). (c) Buyer, effective as of the date of the transfer of assets contemplated by this Section D.08, assumes Seller shall make all of the liabilities and obligations of Seller or any of its Affiliates in respect of the account balances accumulated by US Transferred Employees under Seller's Savings Plan, and the Successor Savings Plan assumes all liabilities and obligations of Seller's Savings Plan required matching contributions with respect to all account balances under Seller's Savings Plan of such US the Transferred Employees' contributions to the Seller Savings Plan(s) that are (i) eligible to be matched and (ii) made before the Closing Date. Neither Such matching contributions shall be made not later than the date on which all other matching contributions are made to the Seller Savings Plan(s) with respect to contributions made at the same time as the Transferred Employees' contributions. (d) Seller and Buyer nor agree to provide each other with such records and information as may be necessary or appropriate to carry out their respective obligations under this Section 7.2.2 including, in connection with any transfer of its Affiliates shall assume notes representing plan loans to participants, the provision to Buyer of amortization schedules and any other obligations or liabilities arising under or attributable to Seller's Savings Plan and neither Seller nor any of its Affiliates shall assume any liabilities or obligations under or attributable to the Successor Savings Plan. Prior to the transfer of assets contemplated by this Section D.08, Buyer Companies, if consented to by the applicable US Transferred Employee, shall withhold from such US Transferred Employee's pay, loan repayments documents relating to any outstanding loan to such US Transferred Employee under Seller's Savings Plan and shall promptly forward those withholdings to Seller's Savings Planthereto.

Savings Plans. As of the Closing or, if later, the Buyer’s Savings Plan Start Date (aas defined below), the Buyer shall establish, or cause one of its Subsidiaries to establish, a tax-qualified defined contribution savings plan (the “Buyer’s Savings Plan”), in which, on such date, U.S. Acquired Company Employees shall immediately be eligible to participate and commence accruing benefits to the extent such U.S. Acquired Company Employees were eligible to participate and accrue benefits in Seller’s Savings Plan (as defined below) as of such date. The Buyer’s Savings Plan shall (i) provide for automatic enrollment for all U.S. Acquired Company Employees enrolled in the Seller’s Savings Plan as of Closing, subject to each such U.S. Acquired Company Employee’s ability to opt out of such enrollment, (ii) permit each U.S. Acquired Company Employee to, at such U.S. Acquired Company Employee’s election, effect a direct rollover of all or any portion of such U.S. Acquired Company Employee’s balance under the Fifth & Pacific 401(k) Savings and Profit Sharing Plan (the “Seller’s Savings Plan”) from the Seller’s Savings Plan to the Buyer’s Savings Plan and (iii) for so long as the payroll services provided under the Transition Services Agreement are provided by Seller pursuant thereto, (x) be administered by Fidelity, (y) be structured to operate in conjunction with the payroll portal of Seller (which will be available after Closing by Seller pursuant to the Transition Services Agreement) and (z) be identical to the Seller’s Savings Plan in such respects as are necessary in order for such payroll portal to be utilized. In furtherance of the foregoing, prior to the Closing, the Seller shall cooperate with and provide reasonable assistance to the Buyer regarding the establishment of the Buyer’s Savings Plan. Notwithstanding the foregoing, if Buyer is not able to establish the Buyer’s Savings Plan as of the Closing Date, (i) Buyer shall establish such plan as promptly as practicable following the Closing Date (any such date of establishment, the “Buyer’s Savings Plan Start Date”), (ii) the Seller shall cooperate with, and provide reasonable assistance to, the Buyer regarding the establishment of the Buyer’s Savings Plan on the Buyer’s Savings Plan Start Date, which cooperation and assistance shall be compensated for in accordance with the terms of the Transition Services Agreement, and (iii) promptly following the Buyer’s Savings Plan Start Date, Buyer shall make a contribution to the account of each U.S. Acquired Company Employee who is participating in such Buyer’s Savings Plan on the Buyer’s Savings Plan Start Date and who also was participating in Seller’s Savings Plan on the Closing Date in an amount equal to the amount of the employer match that would have been made to such account in respect of the employee’s deferrals between the Closing Date and the Buyer’s Savings Plan Start Date, assuming the rate of employer match during such period were the same in respect of each U.S. Acquired Company Employee as the rate in effect under the Seller’s Savings Plan on the date of this Agreement. Effective as of the Closing, the Seller shall cause (i) all of the trustee of The Black & Deck▇▇ ▇▇▇irement Savings Plan ("U.S. Acquired Company Employees to cease participating as active employees in the Seller's ’s Savings Plan", and (ii) to transfer as of the transfer date specified below, the full account balances of the US Transferred U.S. Acquired Company Employees under the Seller's Savings Plan, to the Successor Savings Plan (as hereinafter defined). Such assets shall be transferred to the Successor Savings Plan in cash, provided that assets consisting of notes or other instruments evidencing loans made to participating US Transferred Employees shall be transferred in such form to the Successor Savings Plan. Seller and Buyer shall make any and all filings and submissions to the appropriate Governmental Authorities, and shall make any necessary plan amendments arising in connection with the transfer of assets from Seller's ’s Savings Plan to be fully vested. The parties hereto understand and agree that they do not intend hereby that the Successor Savings Plan. (b) trust agreement forming a part of the Successor Savings Plan; provided, that assets consisting of notes or other instruments evidencing loans made to participating US Transferred Employees shall be transferred in such form to the Successor Savings Plan. (c) Buyer, effective as of the date of the transfer of assets contemplated by this Section D.08, assumes all of the liabilities and obligations of Seller or any of its Affiliates Subsidiaries or employees be performing any functions as an ERISA fiduciary in respect fulfilling its commitments under this Section 9.9 to cooperate in the establishment and cloning of the account balances accumulated by US Transferred Employees under Seller's Savings Plan, and the Successor Savings Plan assumes all liabilities and obligations of Seller's Savings Plan with respect to all account balances under Seller's Savings Plan of such US Transferred Employees. Neither Buyer nor any of its Affiliates shall assume any other obligations or liabilities arising under or attributable to Seller's Savings Plan and neither Seller nor any of its Affiliates shall assume any liabilities or obligations under or attributable to the Successor Savings Plan. Prior to the transfer of assets contemplated by this Section D.08, Buyer Companies, if consented to by the applicable US Transferred Employee, shall withhold from such US Transferred Employee's pay, loan repayments relating to any outstanding loan to such US Transferred Employee under Seller's Savings Plan and shall promptly forward those withholdings to Seller's Savings Plan.

Savings Plans. (a) Seller shall cause As of May 21, 2004, Employees who, upon the trustee of The Black & Deck▇▇ ▇▇▇irement Closing, will become Transferred Employees participate in the Verizon Savings Plan for Management Employees and the Verizon Savings and Security Plan for West Region Hourly Employees ("Seller's collectively referred to as the “Seller Savings Plan"Plans”). Except as provided in subsection (c) to transfer as of the transfer date specified below, the full account balances of the US Transferred Employees under Seller's Savings Plan, to the Successor Savings Plan (as hereinafter defined). Such assets shall be transferred to the Successor Savings Plan in cash, provided that assets consisting of notes or other instruments evidencing loans made to participating US Transferred Employees shall not be transferred in such form entitled to make contributions to or to benefit from matching or other contributions under the Successor Seller Savings Plan. Seller Plans on and Buyer shall make any and all filings and submissions to after the appropriate Governmental Authorities, and shall make any necessary plan amendments arising in connection with the transfer of assets from Seller's Savings Plan to the Successor Savings PlanClosing Date. (b) trust agreement forming a part Buyer shall take all action necessary and appropriate to ensure that, as of the Successor Closing Date, Buyer or its Affiliate maintains one or more savings plans (hereinafter referred to in the aggregate as the “Buyer Savings Plans” and individually as the “Buyer Savings Plan; provided”) that will accept rollover contributions, that assets consisting including, to the extent permitted by Law (determined as if the terms of the Buyer Savings Plan permit rollover contributions of participant loans), any notes representing plan loans to participants, from each Transferred Employee who receives a distribution from a Seller Savings Plan, who elects such a rollover form of distribution, and who is employed by Buyer (or other instruments evidencing loans made any of its Affiliates) at the time of such distribution. Buyer agrees to participating US permit all Transferred Employees shall be transferred to participate in such form to a Buyer Savings Plans and any other qualified defined contribution plans maintained by Buyer on the Successor Savings Plansame terms and conditions as similarly situated Buyer employees. (c) Buyer, effective as of the date of the transfer of assets contemplated by this Section D.08, assumes Seller shall make all of the liabilities and obligations of Seller or any of its Affiliates in respect of the account balances accumulated by US Transferred Employees under Seller's Savings Plan, and the Successor Savings Plan assumes all liabilities and obligations of Seller's Savings Plan required matching contributions with respect to all account balances under Seller's Savings Plan of such US the Transferred Employees’ contributions to the Seller Savings Plans that are (1) eligible for matching and (2) made or due before the Closing Date. Neither Such matching contributions shall be made not later than the date on which all other matching contributions are made to the Seller Savings Plans with respect to contributions made at the same time as the Transferred Employees’ contributions. (d) Seller and Buyer nor agree to provide each other with such records and information as may be necessary or appropriate to carry out their respective obligations under this Section 8.8, including, in connection with any transfer of its Affiliates shall assume notes representing plan loans to participants, the provision to Buyer of amortization schedules and any other obligations or liabilities arising under or attributable to Seller's Savings Plan and neither Seller nor any of its Affiliates shall assume any liabilities or obligations under or attributable to the Successor Savings Plan. Prior to the transfer of assets contemplated by this Section D.08, Buyer Companies, if consented to by the applicable US Transferred Employee, shall withhold from such US Transferred Employee's pay, loan repayments documents relating to any outstanding loan to such US Transferred Employee under Seller's Savings Plan and shall promptly forward those withholdings to Seller's Savings Planthereto.