Common use of Cafeteria Plans Clause in Contracts

Cafeteria Plans. Effective as of the Closing Date, Buyer shall cause an Acquired Company or one of Buyer’s Subsidiaries to establish or maintain a flexible spending reimbursement account under a cafeteria plan that is intended to meet the requirements of Section 125 of the Code (the “Company Cafeteria Plan”) in which Transferred Employees can participate. Buyer shall cause an Acquired Company or one of Buyer’s Subsidiaries to use commercially reasonable efforts to allow Transferred Employees who participated as of the Employee Transfer Date (collectively, the “Cafeteria Plan Participants”) in an Employee Benefit Plan that is intended to meet the requirements of Section 125 of the Code (a “Seller Cafeteria Plan”) to participate in the Company Cafeteria Plan effective as of the applicable Employee Transfer Date. During the period from the Employee Transfer Date until the last day of the plan year of the Seller Cafeteria Plan that commenced immediately prior to the Employee Transfer Date, Buyer shall cause an Acquired Company or one of Buyer’s Subsidiaries to continue, the salary reduction elections made by the Cafeteria Plan Participants as in effect as of the Employee Transfer Date (adjusted, to the extent necessary, to take into account any changes to applicable premiums related to any Buyer Benefit Plan) and allow each Cafeteria Plan Participant to receive reimbursement from such participant’s flexible spending reimbursement account under the Company Cafeteria Plan on substantially comparable terms and conditions as would have been applicable to such participant as if such Cafeteria Plan Participant were employed by Seller or one of its Affiliates following the Employee Transfer Date during such period and continued to participate in a Seller Cafeteria Plan. As of the Employee Transfer Date, (i) if the aggregate accumulated contributions to the flexible spending reimbursement accounts made by Cafeteria Plan Participants prior to the Employee Transfer Date during the year in which the Employee Transfer Date occurs exceeds the aggregate reimbursement amounts paid to Cafeteria Plan Participants for such year from such accounts, Seller shall transfer, or cause an Affiliate to transfer, to Buyer, an Acquired Company or one of Buyer’s other Subsidiaries, as applicable, an amount equal to such excess as soon as practicable following the applicable Employee Transfer Date and (ii) if the aggregate reimbursement amounts paid to Cafeteria Plan Participants for such year from the flexible spending reimbursement accounts made by Cafeteria Plan Participants exceed the aggregate accumulated contributions to such accounts prior to the Employee Transfer Date during the year in which the Employee Transfer Date occurs, Buyer shall cause a Subsidiary to transfer to Seller an amount equal to such excess as soon as practicable following the applicable Employee Transfer Date. As of the Employee Transfer Date, Buyer shall cause an Acquired Company or one of Buyer’s other Subsidiaries to assume and be solely responsible for all eligible reimbursement claims made on or after the Employee Transfer Date by the Cafeteria Plan Participants under each Seller Cafeteria Plan that were incurred for the plan year of the Seller Cafeteria Plan that commenced prior to the Employee Transfer Date, or that are incurred anytime thereafter.

Cafeteria Plans. Effective as of the Closing Date, Buyer Parent shall cause an Acquired Company or one of Buyer’s its Subsidiaries to establish or maintain and maintain, a flexible spending reimbursement account under a cafeteria plan that is intended to meet the requirements of Section 125 of the Code (the “Company Cafeteria Plan”) in which Transferred Covered Employees can participate. Buyer Parent shall cause an Acquired Company or one of Buyer’s its Subsidiaries to use commercially reasonable efforts to allow Transferred Covered Employees who participated as of the Employee Transfer Closing Date (collectively, the “Cafeteria Plan Participants”) in an Employee Benefit Plan that is intended to meet the requirements of Section 125 of the Code (a “Seller Cafeteria Plan”) to participate in the Company Cafeteria Plan effective as of the applicable Employee Transfer Closing Date. During the period from the Employee Transfer Closing Date until the last day of the plan year of the Seller Cafeteria Plan that commenced immediately prior to the Employee Transfer Closing Date, Buyer Parent shall cause an Acquired Company or one of Buyer’s its Subsidiaries to continue, the salary reduction elections made by the Cafeteria Plan Participants as in effect as of the Employee Transfer Closing Date (adjusted, to the extent necessary, to take into account any changes to applicable premiums related to any Buyer Benefit Plan) and allow each Cafeteria Plan Participant to receive reimbursement from such participant’s flexible spending reimbursement account under the Company Cafeteria Plan on substantially comparable the same terms and conditions as would have been applicable to such participant as if such Cafeteria Plan Participant were employed by Seller or one of its Affiliates following the Employee Transfer Date Closing during such period and continued to participate in a Seller Cafeteria Plan. As of the Employee Transfer Closing Date, (i) if the aggregate accumulated contributions to the flexible spending reimbursement accounts made by Cafeteria Plan Participants prior to the Employee Transfer Date Closing during the year in which the Employee Transfer Date Closing occurs exceeds the aggregate reimbursement amounts paid to Cafeteria Plan Participants for such year from such accounts, Seller shall transfer, or cause an Affiliate to transfer, to Buyer, an Acquired Company or one of Buyer’s other Subsidiaries, as applicable, an amount equal to such excess as soon as practicable following the applicable Employee Transfer Closing Date and (ii) if the aggregate reimbursement amounts paid to Cafeteria Plan Participants for such year from the flexible spending reimbursement accounts made by Cafeteria Plan Participants exceed the aggregate accumulated contributions to such accounts prior to the Employee Transfer Date Closing during the year in which the Employee Transfer Date Closing occurs, Buyer Parent shall cause a Subsidiary to transfer transfer, to Seller an amount equal to such excess as soon as practicable following the applicable Employee Transfer Closing Date. As of the Employee Transfer Closing Date, Buyer Parent shall cause an Acquired Company or one of Buyer’s other Subsidiaries to assume and be solely responsible for all eligible reimbursement unreimbursed claims made on or after the Employee Transfer Date by the Cafeteria Plan Participants under each Seller Cafeteria Plan that were incurred for the plan year of the Seller Cafeteria Plan that commenced prior to the Employee Transfer Closing Date, or that are incurred anytime thereafter.