Common use of For the Plan of Allocation Clause in Contracts

For the Plan of Allocation. The Plan of Allocation attached as Exhibit C hereto provides for the allocation of the Settlement Fund net of the disbursements called for in Sections 8.2.1, 8.2.2, 8.2.3, and 8.2.4 (“Net Proceeds”). Upon the Judgment becoming Final as provided in Section 2.3, and after the amounts payable pursuant to Sections 8.2.1, 8.2.2, 8.2.3 and 8.2.4 have been determined and disbursed, Co-Lead Counsel shall direct the Financial Institution to disburse the Net Proceeds to the master trust for the Plans for allocation to or for the benefit of members of the Settlement Class. The Parties agree that the deposit of the Net Proceeds into the trust created under the Plans shall constitute “restorative payments” within the meaning of Revenue Ruling 2002-45 for all purposes. Defendants shall direct State Street Bank and Trust Company, or any successor Trustee of the Plans, or any other authorized entity, to allocate the Net Proceeds received by the Plans’ trust according to the Plan of Allocation and shall notify Co-Lead Counsel as to the date(s) and amount(s) of said allocation(s), but Defendants shall have no liability for the failure by State Street Bank and Trust Company, or any successor Trustee of the Plans, the Plans’ record-keeper, or any other authorized entity, to follow such directions provided that, in the event of any failure by State Street Bank and Trust Company, or any successor Trustee of the Plans, or any other authorized entity, to follow directions from Defendants given pursuant to this Section 8.2.5, the Defendants shall assist in seeking to enforce such directions. All reasonable fees and expenses of State Street Bank and Trust Company, or any predecessor or successor Trustee of the Plans, the Plans’ record-keeper or any other authorized entity, with respect to implementation of the Plan of Allocation shall be Plans’ expenses paid solely out of the Net Proceeds and shall be timely paid by the Plans without further order of the Court. Defendants warrant that they either have obtained or will obtain the authority to direct that the Net Proceeds received by the Plans’ trust be allocated according to the Plan of Allocation. Defendants shall have no responsibility for structuring the content of the Plan of Allocation, or for its design or implementation, but will have the right to review it for feasibility and cost before presentation to the Court. The Plan of Allocation is a matter separate and apart from the Settlement between the Parties, and no decision by the Court that modifies the Plan of Allocation shall in any manner affect the validity of this Settlement Agreement, or the finality of the Settlement, or the binding character of the releases provided for hereunder.