Common use of Flexible Spending Plan Clause in Contracts

Flexible Spending Plan. Effective as of the last day of the month in which the Closing occurs (the “Company FSA End Date”), Transferred Employees who participate in the Company Plan that is a flexible spending account plan (such accounts, the “Company FSA” and such participants in the Company FSA, “FSA Participants”) shall no longer be eligible to contribute to the Company FSA except as otherwise provided by and in accordance with COBRA. Effective as of the Closing Date, to the extent not previously established or already maintained, the Acquiror, or one of its Affiliates, shall establish a flexible spending account plan which shall (i) permit immediate participation as of the first day of the month immediately following Closing for all FSA Participants and (ii) accept for reimbursement any claims related to the calendar year in which the Closing Date occurs and eligible for reimbursement on the basis of participant elections initially made under the Company FSA, to the extent such claims have not been previously reimbursed by the Company. The salary reduction election of FSA Participants under the Company FSA will be continued by the Acquiror following Closing (and no such FSA Participant shall be able to change such an election as a result of the transactions contemplated by this Agreement). The Company shall provide to the Acquiror as soon as administratively feasible, but in no event later than ten (10) Business Days following the date of this Agreement, a schedule setting forth the FSA Participants and (x) if applicable, the amount each FSA Participant has elected to contribute to the Company FSA for the calendar year in which the Closing Date occurs and (y) the account balance of each FSA Participant (the “FSA Balances”). In addition, the Company shall provide to the Acquiror as soon as administratively feasible, but in no event later than ten (10) Business Days, following the Company FSA End Date, an updated schedule setting forth the FSA Balance for each FSA Participant as of the Company FSA End Date. To the extent the FSA Balances in the aggregate are positive, the Company shall make a payment to the Acquiror equal to the aggregate positive FSA Balances by the fifteenth (15th) Business Day following the Closing Date. To the extent the FSA Balances in the aggregate are negative, the Acquiror shall make a payment to the Company equal to the aggregate negative FSA Balances by the fifteenth (15th) Business Day following the Closing Date. The Company shall reasonably cooperate with the Acquiror in order to effectuate the foregoing, including by providing the FSA Participants’ claims history, to the extent permitted by applicable Law, under the Company FSA in order to verify the FSA Balances. Notwithstanding the foregoing, no Business Employee who elects COBRA continuation coverage with respect to such Business Employee’s flexible spending account shall be considered an FSA Participant and any such Business Employee’s flexible spending account balance shall not be an FSA Balance.

Flexible Spending Plan. Effective as of the last day of the month in which the Closing occurs (the “Company FSA End Date”)occurs, Transferred Continuing Employees who participate in the Company Plan that is a flexible spending account plan (such accounts, the “Company FSA” and such participants in the Company FSA, “FSA Participants”) shall no longer be eligible to contribute to the Company FSA Seller Benefit Plan that is a flexible spending account plan except as otherwise provided by and in accordance with COBRACOBRA (such accounts, “Seller FSA” and such participants in the Seller FSA, “FSA Participants”). Effective as of the Closing Date, to the extent not previously established or already maintained, the Acquiror, Buyer or one of its Affiliates, Affiliates shall establish a flexible spending account plan (the “Buyer FSA”) which shall (i) permit immediate participation as of the first day of the month immediately following Closing for all FSA Participants and (ii) accept for reimbursement any claims related to the calendar year in which the Closing Date occurs and eligible for reimbursement on the basis of participant elections initially made under the Company Seller FSA, to the extent such claims have not been previously reimbursed by the CompanySeller. The salary reduction election of FSA Participants under the Company Seller FSA will be continued by the Acquiror following Closing (and no such Buyer FSA Participant shall be able to change such an election as a result for the remainder of the transactions contemplated by this Agreement)calendar year following Closing. The Company Sellers shall provide to the Acquiror Buyer as soon as administratively feasible, but in no event later than ten (10) Business Days feasible following the date of this AgreementClosing Date, a schedule setting forth the FSA Participants and (x) if applicable, the amount each FSA Participant has elected to contribute to the Company Seller FSA for the current calendar year in which and the Closing Date occurs and (y) amount reimbursed by the account balance of each Seller FSA to the FSA Participant (or eligible dependent) (the “FSA Balances”). In addition, the Company shall provide to the Acquiror as soon as administratively feasible, but in no event later than ten (10) Business Days, following the Company FSA End Date, an updated schedule setting forth the FSA Balance for each FSA Participant as of the Company FSA End Date. To the extent the FSA Balances in the aggregate are positive, the Company Sellers shall make a payment to the Acquiror Buyer equal to the aggregate positive FSA Balances by the fifteenth (15th) 30th Business Day following the Closing Date. To the extent the FSA Balances in the aggregate are negative, the Acquiror Buyer shall make a payment to the Company Sellers equal to the aggregate negative FSA Balances by the fifteenth (15th) 30th Business Day following the Closing Date. The Company shall reasonably cooperate with the Acquiror in order to effectuate the foregoing, including by providing the FSA Participants’ claims history, to the extent permitted by applicable Law, under the Company FSA in order to verify the FSA Balances. Notwithstanding the foregoing, no Business Continuing Employee who elects COBRA continuation coverage with respect to such Business Employeeperson’s flexible spending account under the Seller FSA shall be considered an FSA Participant and any such Business Employeeperson’s flexible spending account balance shall not be an FSA Balance.

Flexible Spending Plan. Effective As of the Employment Commencement Date (the “Transfer Date”), Seller shall transfer from the Employee Plans that are medical and dependent care account plans (each, a “Seller FSA Plan”) to one or more medical and dependent care account plans established or designated by Buyer (collectively, the “Buyer FSA Plan”) the account balances (positive or negative) of Transferred Employees, and Buyer shall be responsible for the obligations of Seller FSA Plans to provide benefits to the Transferred Employees with respect to such transferred account balances at or after the Transfer Date (whether or not such claims are incurred prior to, on or after the Transfer Date). Each applicable Transferred Employee shall be permitted to continue to have payroll deductions made as most recently elected by him or her under the applicable Seller FSA Plan. As soon as reasonably practicable following the end of the plan year for the Buyer FSA Plan, including any grace period, Buyer shall promptly reimburse Seller for benefits paid by Seller FSA Plans to any applicable Transferred Employee prior to the Transfer Date to the extent in excess of the payroll deductions made in respect of such Transferred Employee at or prior to the Transfer Date but only to the extent that such Transferred Employee continues to contribute to the Buyer FSA Plan the amount of such deficiency. As soon as reasonably practicable following the end of the plan year for the Buyer FSA Plan, including any grace period, Seller shall promptly reimburse Buyer for benefits paid by the Buyer FSA Plan to any Transferred Employee after the Transfer Date to the extent in excess of the payroll deductions made in respect of such Transferred Employee after the Transfer Date and no later than the last day of the month in which the Closing occurs (the “Company FSA End Date”), Transferred Employees who participate in the Company Plan that is a flexible spending account plan (such accounts, the “Company FSA” and such participants in the Company FSA, “FSA Participants”) shall no longer be eligible to contribute to the Company FSA except as otherwise provided by and in accordance with COBRA. Effective as of the Closing Date, to the extent not previously established or already maintained, the Acquiror, or one of its Affiliates, shall establish a flexible spending account plan which shall (i) permit immediate participation as of the first day of the month immediately following Closing for all FSA Participants and (ii) accept for reimbursement any claims related to the calendar year in which the Closing Transfer Date occurs and eligible for reimbursement on the basis of participant elections initially made under the Company FSA, to the extent such claims have not been previously reimbursed by the Companyoccurs. The salary reduction election of FSA Participants under the Company FSA will be continued by the Acquiror following Closing (and no such FSA Participant This Section 8.06 shall be able interpreted and administered in a manner consistent with Rev. Rul. 2002-32 and both Seller and Buyer shall take all actions reasonably necessary to change such an election as a result of the transactions contemplated by implement this Agreement). The Company shall provide to the Acquiror as soon as administratively feasible, but in no event later than ten (10) Business Days following the date of this Agreement, a schedule setting forth the FSA Participants and (x) if applicable, the amount each FSA Participant has elected to contribute to the Company FSA for the calendar year in which the Closing Date occurs and (y) the account balance of each FSA Participant (the “FSA Balances”). In addition, the Company shall provide to the Acquiror as soon as administratively feasible, but in no event later than ten (10) Business Days, following the Company FSA End Date, an updated schedule setting forth the FSA Balance for each FSA Participant as of the Company FSA End Date. To the extent the FSA Balances in the aggregate are positive, the Company shall make a payment to the Acquiror equal to the aggregate positive FSA Balances by the fifteenth (15th) Business Day following the Closing Date. To the extent the FSA Balances in the aggregate are negative, the Acquiror shall make a payment to the Company equal to the aggregate negative FSA Balances by the fifteenth (15th) Business Day following the Closing Date. The Company shall reasonably cooperate with the Acquiror in order to effectuate the foregoing, including by providing the FSA Participants’ claims history, to the extent permitted by applicable Law, under the Company FSA in order to verify the FSA Balances. Notwithstanding the foregoing, no Business Employee who elects COBRA continuation coverage with respect to such Business Employee’s flexible spending account shall be considered an FSA Participant and any such Business Employee’s flexible spending account balance shall not be an FSA BalanceSection 8.06.