FSAs. Except as set out in Section 16, nothing in this Agreement shall constitute a consent, or in any way limit or waive Rio Tinto’s consent rights, under the TRQ FSA or the OT FSA or amount to a waiver or limitation of any existing contractual rights and obligations as between TRQ and any member of the Rio Tinto Group. Notwithstanding the foregoing, in determining whether TRQ or OT LLC has sufficient resources for purposes of Section 9 of the TRQ FSA or Section 9 of the OT FSA, such determination shall assume and take into account, prior to the maturity of the Early Advance in the case of the Early Advance and the Outside Date in the case of the Co-Lending, TRQ being able to access the entire proceeds from the Early Advance and the Co-Lending (without consideration of whether or not the conditions to the availability of the Early Advance or the Co-Lending set forth in Sections 13 and 17 have been or may be satisfied).
FSAs. The Compliance System must include appropriate measures, including periodic food testing in accordance with clause 5.5, to deal effectively with the risks identified in a FSA conducted in accordance with clause 7.
FSAs. Except as set out in Section 16, nothing in this Agreement shall constitute a consent, or in any way limit or waive Rio Tinto’s consent rights, under the TRQ FSA or the OT FSA or amount to a waiver or limitation of any existing contractual rights and obligations as between TRQ and any member of the Rio Tinto Group. Notwithstanding the foregoing, in determining whether TRQ or OT LLC has sufficient resources for purposes of Section 9 of the TRQ FSA or Section 9 of the OT FSA, such determination shall assume and take into account, prior to the Outside Date, TRQ being able to access the entire proceeds from the Co-Lending (and, for the purposes of clause (A) of this Section 32, without consideration of whether or not the conditions to the availability of the Co-Lending set forth in Section 17 have been or may be satisfied).
FSAs. Except as set out in Section 15, nothing in this Agreement shall constitute a consent, or in any way limit or waive Rio Tinto’s consent rights, under the TRQ FSA or the OT FSA or amount to a waiver or limitation of any existing contractual rights and obligations as between TRQ and any member of the Rio Tinto Group. Notwithstanding the foregoing, in determining whether TRQ or OT LLC has sufficient resources for purposes of Section 9 of the TRQ FSA or Section 9 of the OT FSA, such determination shall assume and take into account (A) prior to the earlier of (i) the Re-profiling and/or the Additional A Loans being secured and (ii) the Outside Date, TRQ having access to the entire proceeds from the Co-Lending (and, for the purposes of clause (A) of this Section 30, without consideration of whether or not the conditions to the availability of the Co-Lending set forth in Section 16 have been satisfied) and (B) after the Re-profiling and/or the Additional A Loans being secured, the actual amount of the Co-Lending then secured and available at any relevant point in time.
FSAs. The Seller will transfer, or cause to be transferred, the unclaimed health care flexible spending account balances and the dependent care flexible spending account balances of the Transferred Employees under the Seller’s or any of its Affiliate’s employee benefit plans to the health care flexible spending plan and dependent care flexible spending account plan maintained by the Purchaser or one of its Affiliates no later than thirty (30) days following the Closing Date or the Delayed Closing Date, as applicable, and the Purchaser shall assume all outstanding obligations and liabilities for such benefits for the Transferred Employees. The health care flexible spending plan and dependent care flexible spending plan maintained by the Purchaser shall provide for the health care reimbursement and dependent care reimbursement benefits for the Transferred Employees under those plans, respectively, for the remainder of the current plan years of those plans (including for any amounts incurred under the Seller’s health care flexible spending account plan or dependent care flexible spending account plan prior to the Closing Date or the Delayed Closing Date, as applicable, but which are not claimed by the Transferred Employees prior to the Closing Date or the Delayed Closing Date, as applicable). Neither the Seller nor any of its Affiliates shall be responsible for the provision of the health care reimbursement and dependent care reimbursement benefits to Transferred Employees following the transfer of the health care flexible spending account balances and dependent care flexible spending account balances of the Transferred Employees to the Seller’s or its Affiliates’ plans.
FSAs. Effective as of the Closing Date, Purchaser shall assume the administration and termination of the Risk Management Alternatives Holdings, Inc. Flexible Benefit Plan subject to the Final Closing Statement providing an adequate accrual for all employee contributions thereto through the Closing Date.
