Common use of Flexible Spending Accounts Clause in Contracts

Flexible Spending Accounts. Effective as of the end of the TSA Benefits Transition Period or, with respect to each Continuing Employee that is Delayed Transfer Service Provider, as of the Hire Date: (a) the account balances under health care flexible spending accounts and under dependent care spending accounts (whether positive or negative, the “Transferred Account Balances”) under Navy’s health care flexible spending and dependent care spending plan(s) (collectively, the “Navy Flex Plan”) of the Continuing Employees who are participants in the Navy Flex Plan (the “Covered Flex Plan Employees”) shall be transferred to one or more comparable plans of the Red Lion Group (collectively, the “Red Lion Group Flex Plan”); (b) the elections, contribution levels and coverage levels of the Covered Flex Plan Employees shall apply under the Red Lion Group Flex Plan in the same manner as under the Navy Flex Plan; and (c) the Covered Flex Plan Employees shall be reimbursed from the Red Lion Group Flex Plan for claims incurred at any time during the plan year of the Navy Flex Plan in which the TSA Benefits Transition Period ends (or, with respect to Continuing Employees who are Delayed Transfer Service Providers, the plan year of the Navy Flex Plan in which the applicable Delayed Transfer Service Provider’s Hire Date occurs) that are submitted to the Red Lion Group Flex Plan from or after such time on the same basis and the same terms and conditions as under the Navy Flex Plan. As soon as practicable after the end of the TSA Benefits Transition Period (or an applicable Hire Date), and in any event within 10 business days after the amount of the applicable Transferred Account Balances is determined, the Navy Group shall pay the Red Lion Group the net aggregate amount of the applicable Transferred Account Balances, if such amount is positive, or the Red Lion Group shall pay the Navy Group the net aggregate amount of the Transferred Account Balances, if such amount is negative.

Flexible Spending Accounts. As of no later than the Effective Time, SpinCo shall, or shall cause the members of the SpinCo Group to, establish SpinCo Welfare Plans, including a cafeteria plan that shall provide health or dependent care flexible spending account benefits to SpinCo Group Employees on and after the Effective Time (collectively, the “SpinCo Flex Plan”). The Parties shall use commercially reasonable efforts to ensure that as of the end of the TSA Benefits Transition Period or, with respect to each Continuing Employee that is Delayed Transfer Service Provider, as of the Hire Date: (a) the account balances under Effective Time any health and dependent care flexible spending accounts and under dependent care spending accounts of SpinCo Group Employees (whether positive or negative, ) (the “Transferred Account Balances”) under Navy’s health care flexible spending and dependent care spending plan(s) (collectivelyParent Welfare Plans are transferred as soon as practicable after the Effective Time, from the “Navy Flex Plan”) of Parent Welfare Plans to the Continuing Employees who are participants in the Navy SpinCo Flex Plan (but only to the “Covered extent such accounts under the Parent Welfare Plans are not already maintained by SpinCo). Such SpinCo Flex Plan Employees”) shall be transferred to one or more comparable plans assume responsibility as of the Red Lion Effective Time for all outstanding health or dependent care claims under the corresponding Parent Welfare Plans of each SpinCo Group (collectively, the “Red Lion Group Flex Plan”); (b) the elections, contribution levels and coverage levels Employee as of the Covered Flex Plan Employees shall apply under the Red Lion Group Flex Plan in the same manner as under the Navy Flex Plan; and (c) the Covered Flex Plan Employees shall be reimbursed from the Red Lion Group Flex Plan for claims incurred at any time during the plan year first day of the Navy Flex Plan year in which the TSA Benefits Transition Period ends (or, with respect Effective Time occurs and shall assume and agree to Continuing Employees who are Delayed Transfer Service Providers, perform the plan year obligations of the Navy Flex Plan in which corresponding Parent Welfare Plans from and after the applicable Delayed Transfer Service Provider’s Hire Date occurs) that are submitted to the Red Lion Group Flex Plan from or after such time on the same basis and the same terms and conditions as under the Navy Flex PlanEffective Time. As soon as practicable after the end of the TSA Benefits Transition Period (or an applicable Hire Date)Effective Time, and in any event within 10 business thirty (30) days after the amount of the applicable Transferred Account Balances is determineddetermined or such later date as mutually agreed upon by the Parties, the Navy Group Parent shall pay the Red Lion Group SpinCo the net aggregate amount of the applicable Transferred Account Balances, if such amount is positive, or the Red Lion Group and SpinCo shall pay the Navy Group Parent the net aggregate amount of the Transferred Account Balances, if such amount is negative. In addition, Parent shall provide to SpinCo a cash payment equal to any forfeitures under the Parent cafeteria plan attributable to SpinCo Group Employees and Former SpinCo Group Employees for the plan years ending prior to the Distribution Date that have a Covid-19 extension for making claims, with such cash payment to be made by Parent as soon as practical following resolution of such extended claim periods.

Flexible Spending Accounts. Effective as of the end applicable Welfare Plan Date, SpinCo shall have established a health care and dependent care reimbursement account plan (the “SpinCo Reimbursement Account Plan”) with features that are comparable to those contained in the relevant health care and dependent care reimbursement account plan sponsored and maintained by Nuance (the “Nuance Reimbursement Account Plan”). With respect to applicable SpinCo Employees, effective as of the TSA Benefits Transition Period orapplicable Welfare Plan Date, SpinCo shall assume responsibility for administering all reimbursement claims of SpinCo Employees with respect to each Continuing Employee that is Delayed Transfer Service Provider, as of the Hire Date: (a) the account balances under health care flexible spending accounts and under dependent care spending accounts (whether positive or negative, the “Transferred Account Balances”) under Navy’s health care flexible spending and dependent care spending plan(s) (collectively, the “Navy Flex Plan”) of the Continuing Employees who are participants in the Navy Flex Plan (the “Covered Flex Plan Employees”) shall be transferred to one or more comparable plans of the Red Lion Group (collectively, the “Red Lion Group Flex Plan”); (b) the elections, contribution levels and coverage levels of the Covered Flex Plan Employees shall apply under the Red Lion Group Flex Plan in the same manner as under the Navy Flex Plan; and (c) the Covered Flex Plan Employees shall be reimbursed from the Red Lion Group Flex Plan for claims incurred at any time during the plan year of the Navy Flex Plan in which the TSA Benefits Transition Period ends (or, with respect to Continuing Employees who are Delayed Transfer Service Providers, the plan year of the Navy Flex Plan in which the applicable Delayed Transfer Service Provider’s Hire Welfare Plan Date occurs) that are submitted to the Red Lion Group Flex Plan from , whether arising before, on, or after such time on the same basis and the same terms and conditions as applicable Welfare Plan Date, under the Navy Flex SpinCo Reimbursement Account Plan and, for the avoidance of doubt, on and after the applicable Welfare Plan Date, no additional claims shall be reimbursed with respect to SpinCo Employees under the Nuance Reimbursement Account Plan. As Nuance shall, as soon as practicable after following the end applicable Welfare Plan Date, determine (i) the sum of all contributions to the Nuance Reimbursement Account Plan made with respect to such plan year by or on behalf of all SpinCo Employees, as a whole, prior to the applicable Welfare Plan Date (the “Aggregate Pre-Distribution Date Contributions”) and (ii) the sum of all claims incurred in such plan year and paid by the Nuance Reimbursement Account Plan with respect to such SpinCo Employees, as a whole, prior to the applicable Welfare Plan Date (the “Aggregate Pre-Distribution Date Disbursements”). If the Aggregate Pre- Distribution Date Contributions exceed the Aggregate Pre-Distribution Date Disbursements, Nuance shall, as soon as practicable following Nuance’s determination of the TSA Benefits Transition Period (or Aggregate Pre- Distribution Date Contributions and Aggregate Pre-Distribution Date Disbursements, transfer to SpinCo an applicable Hire Date)amount in cash equal to such difference. If the Aggregate Pre-Distribution Date Disbursements exceed the Aggregate Pre-Distribution Date Contributions, SpinCo shall, upon Nuance’s reasonable request and the presentation of such substantiating documentation as SpinCo shall reasonably request, transfer to Nuance an amount in any event within 10 business days after the amount of the applicable Transferred Account Balances is determined, the Navy Group shall pay the Red Lion Group the net aggregate amount of the applicable Transferred Account Balances, if cash equal to such amount is positive, or the Red Lion Group shall pay the Navy Group the net aggregate amount of the Transferred Account Balances, if such amount is negativedifference.

Flexible Spending Accounts. Effective Seller and Purchaser shall take all actions necessary or appropriate so that, effective as of the end of the TSA Benefits Transition Period ordate that Transferred Employees cease to participate in Seller’s health and welfare plans(the “FSA End Date”), with respect to each Continuing Employee that is Delayed Transfer Service Provider, as of the Hire Date: (a) the account balances under health care flexible spending accounts and under dependent care spending accounts (whether positive or negative, ) (the “Transferred Account Balances”) under Navythe FMC Flexible Benefits Plan (“Seller’s health care flexible spending and dependent care spending plan(s) (collectively, the “Navy Flex Plan”) of the Continuing Transferred Employees who are participants in the Navy Seller’s Flex Plan (the “Covered Flex Plan Employees”) shall be transferred to one or more comparable plans of the Red Lion Group Purchaser (collectively, the “Red Lion Group Purchaser’s Flex Plan”); (b) the elections, contribution levels and coverage levels of the Covered Flex Plan Employees shall apply under the Red Lion Group Purchaser’s Flex Plan in the same manner as under the Navy Seller’s Flex Plan; and (c) the Covered Flex Plan Employees shall be reimbursed from the Red Lion Group Purchaser’s Flex Plan for claims incurred at any time during the plan year of the Navy Seller’s Flex Plan in which the TSA Benefits Transition Period ends (or, with respect to Continuing Employees who are Delayed Transfer Service Providers, the plan year of the Navy Flex Plan in which the applicable Delayed Transfer Service Provider’s Hire FSA End Date occurs) that are occurs submitted to the Red Lion Group Purchaser’s Flex Plan from or and after such time the FSA End Date on the same basis and the same terms and conditions as under the Navy Seller’s Flex Plan. As soon as practicable after the end of the TSA Benefits Transition Period (or an applicable Hire FSA End Date), and in any event within 10 business days ten (10) Business Days after the amount of the applicable Transferred Account Balances is determined, the Navy Group Seller shall pay the Red Lion Group Purchaser the net aggregate amount of the applicable Transferred Account Balances, if such amount is positive, or the Red Lion Group and Purchaser shall pay the Navy Group Seller the net aggregate amount of the Transferred Account Balances, if such amount is negative.

Flexible Spending Accounts. Effective as As of the Cutoff Date, NRG shall establish flexible spending arrangements under a cafeteria plan qualifying under Sections 125 and 129 of the Code (the “GenOn Cafeteria Plan”) for eligible GenOn Employees who participated in the corresponding cafeteria plan sponsored by NRG immediately prior to the Cutoff Date (the “NRG Cafeteria Plan”). The GenOn Cafeteria Plan shall accept, a spin-off of the flexible spending account balances of the GenOn Employees under the NRG Cafeteria Plan and shall honor and continue, through the end of the TSA Benefits Transition Period or, with respect to each Continuing Employee that is Delayed Transfer Service Provider, as of the Hire Date: (a) the account balances under health care flexible spending accounts and under dependent care spending accounts (whether positive or negative, the “Transferred Account Balances”) under Navy’s health care flexible spending and dependent care spending plan(s) (collectively, the “Navy Flex Plan”) of the Continuing Employees who are participants in the Navy Flex Plan (the “Covered Flex Plan Employees”) shall be transferred to one or more comparable plans of the Red Lion Group (collectively, the “Red Lion Group Flex Plan”); (b) the elections, contribution levels and coverage levels of the Covered Flex Plan Employees shall apply under the Red Lion Group Flex Plan in the same manner as under the Navy Flex Plan; and (c) the Covered Flex Plan Employees shall be reimbursed from the Red Lion Group Flex Plan for claims incurred at any time during the plan year of the Navy Flex Plan in which the TSA Benefits Transition Period ends (or, with respect to Continuing Employees who are Delayed Transfer Service ProvidersCutoff Date occurs, the elections made by each such GenOn Employee under the NRG Cafeteria Plan for such plan year of the Navy Flex Plan in which the applicable Delayed Transfer Service Provider’s Hire Date occurs) that are submitted to the Red Lion Group Flex Plan from or after such time on the same basis and the same terms and conditions as extent allowed under the Navy Flex Planapplicable law. As soon as practicable after (but in any event, within 15 Business Days) following the end Cutoff Date, NRG shall cause to be transferred in cash to the GenOn Group an amount equal to the excess, if any, of (A) the aggregate accumulated contributions to the flexible spending accounts made during the plan year in which the Cutoff Date occurs by the GenOn Employees over (B) the aggregate reimbursement payouts made to such GenOn Employees prior to the Cutoff Date for such plan year from such accounts. If the aggregate reimbursement payouts made to the GenOn Employees prior to the Cutoff Date from the flexible spending accounts for the plan year in which the Cutoff Date occurs exceed the aggregate accumulated contributions to such accounts made by the GenOn Employees prior to the Cutoff Date for such plan year, the GenOn Group shall cause such excess amount to be transferred in cash to NRG as soon as practicable (but in any event, within 15 Business Days) following the Cutoff Date. On the Effective Date, Reorganized GenOn Group shall assume sponsorship (and related assets) of the TSA Benefits Transition Period (or an applicable Hire Date), and in any event within 10 business days after the amount of the applicable Transferred Account Balances is determined, the Navy Group shall pay the Red Lion Group the net aggregate amount of the applicable Transferred Account Balances, if such amount is positive, or the Red Lion Group shall pay the Navy Group the net aggregate amount of the Transferred Account Balances, if such amount is negativeGenOn Cafeteria Plan.

Flexible Spending Accounts. Effective as of the end of the TSA Benefits Transition Period or, with With respect to each Continuing Leased Employee that is Delayed Transfer Service Providerwho becomes a Hired Employee who participates in a health care or dependent care flexible spending account of Seller (the “Seller Non-Union FSA”) and whose contributions to such Seller FSA for the current plan year through the Leased Employee Termination Date exceed the reimbursements made under the Seller’s Non-Union FSA through the Leased Employee Termination Date, during the period beginning on the Leased Employee Termination Date and ending on the last day of the plan year in which the Leased Employee Termination Date occurs, Purchaser shall or shall cause its Affiliates, as of the Hire Date: case may be, to (ai) the account balances under maintain health care, limited purpose healthcare spending and dependent care flexible spending accounts and established under dependent care spending accounts (whether positive or negative, the “Transferred Account Balances”) under Navy’s health care flexible spending and dependent care spending plan(s) (collectively, the “Navy Flex Plan”) Section 125 of the Continuing Employees who are participants in the Navy Flex Plan Code (the “Covered Flex Purchaser Non-Union FSA”), (ii) permit such Leased Employee who becomes a Hired Employee to participate in the Purchaser Non-Union FSA to the extent coverage under such Purchaser Non-Union FSA replaces coverage under a corresponding Seller Benefit Plan Employees”in which such Non-Union Hired Employee participated immediately before the replacement, (iii) shall be provided such amounts are transferred to one or more comparable plans of the Red Lion Group (collectively, the “Red Lion Group Flex Plan”); (b) the elections, contribution levels and coverage levels of the Covered Flex Plan Employees shall apply Purchaser credit such Leased Employee who becomes a Hired Employee under the Red Lion Group Flex Plan in Purchaser Non-Union FSA immediately following the same manner applicable transfer date with amounts available for reimbursement equal to such amounts as were transferred and credited under the Navy Flex Plan; Seller Non-Union FSA with respect to such person immediately prior to the applicable transfer date , (iv) give effect under the Purchaser Non-Union FSA to any elections made by such Leased Employees who become Hired Employees with respect to the Seller Non-Union FSA for the year in which the applicable transfer date occurs, and (cv) the Covered Flex Plan Employees shall be reimbursed reimburse from the Red Lion Group Flex Plan for claims Purchaser Non-Union FSA all eligible expenses, if any, incurred at any time during the plan year of the Navy Flex Plan in which the TSA Benefits Transition Period ends (or, with respect to Continuing Employees who are Delayed Transfer Service Providers, the plan year of the Navy Flex Plan in which the applicable Delayed Transfer Service Provider’s Hire Date occursor portion thereof) that are submitted to the Red Lion Group Flex Plan from or after such time on Leased Employee who becomes a Hired Employee was a participant in the same basis and the same terms and conditions as under the Navy Flex PlanSeller Non-Union FSA. As soon as reasonably practicable after following the end Leased Employee Termination Date, the Seller shall provide to the Purchaser a payment equal to the excess of (x) the aggregate employee contributions made by the Leased Employee who becomes a Hired Employee under the Seller Non-Union FSA as of the TSA Benefits Transition Period Leased Employee Termination Date made during the year in which the Leased Employee Termination Date occurs and (or an applicable Hire Date), and in any event within 10 business days after y) the amount aggregate employee reimbursements under the Seller Non-Union FSA with respect to such Leased Employees who become Hired Employees as of the applicable Transferred Account Balances is determinedLeased Employee Termination Date made during the year in which the Leased Employee Termination Date occurs, the Navy Group shall pay the Red Lion Group the net aggregate amount of in each case with respect to Leased Employees who become Hired Employees for the applicable Transferred Account Balancesplan year. The parties hereto agree to make reasonable, if such amount is positive, or good faith efforts to implement the Red Lion Group shall pay provisions of this Section 5.2(f) to take into account the Navy Group the net aggregate amount complexity of the Transferred Account Balances, if such amount is negativetransferring flexible spending accounts and discrepancies related thereto.

Flexible Spending Accounts. Effective as of the end Closing Date, Buyers shall, or shall cause one of their Affiliates to, make available to the Business Employees who continue to be employed by Buyers or one of their Affiliates (including the Business Entities) after the Closing (the “Continuing Employees”) a flexible spending account plan for medical and dependent care expenses pursuant to Sections 125 and 129 of the TSA Code (“Buyer’s Flexible Benefits Transition Period orPlan”). As of the Closing Date, with respect to Buyers shall, or shall cause one of their Affiliates to, credit the applicable account under Buyer’s Flexible Benefits Plan of each Continuing Employee that is Delayed Transfer Service Providerparticipating in the cafeteria plan sponsored by Daramic or one of its Affiliates (“Seller’s Flexible Benefits Plan”) with an amount equal to the balance of such Continuing Employee’s account under the Seller’s Flexible Benefits Plan immediately prior to the Closing Date. Within ninety (90) days after the Closing Date, Daramic or its applicable Affiliate shall determine the Aggregate Balance of each Continuing Employee’s account under the Seller’s Flexible Benefits Plan and notify Buyers of the amount of such Aggregate Balance in writing. For purposes of this Section 5.13(d), the term “Aggregate Balance” shall mean, as of the Hire Closing Date: (a) the account balances under health care flexible spending accounts and under dependent care spending accounts (whether positive or negative, the “Transferred Account Balances”) aggregate amount withheld from such Continuing Employees’ compensation under Navythe Seller’s health care flexible spending and dependent care spending plan(s) (collectivelyFlexible Benefits Plan for the 2013 plan year, minus the “Navy Flex Plan”) aggregate amount of the reimbursements paid to such Continuing Employees who are participants in for such 2013 plan year. If the Navy Flex Plan (the “Covered Flex Plan Employees”) Aggregate Balance is a negative amount, Buyers shall be transferred to one or more comparable plans of the Red Lion Group (collectively, the “Red Lion Group Flex Plan”); (b) the elections, contribution levels and coverage levels of the Covered Flex Plan Employees shall apply under the Red Lion Group Flex Plan in the same manner as under the Navy Flex Plan; and (c) the Covered Flex Plan Employees shall be reimbursed from the Red Lion Group Flex Plan for claims incurred at any time during the plan year of the Navy Flex Plan in which the TSA Benefits Transition Period ends (or, with respect to Continuing Employees who are Delayed Transfer Service Providers, the plan year of the Navy Flex Plan in which the applicable Delayed Transfer Service Provider’s Hire Date occurs) that are submitted make a cash payment equal to the Red Lion Group Flex Plan from or after absolute value of such time on the same basis and the same terms and conditions amount to Daramic as under the Navy Flex Plan. As soon as practicable after but no later than ten (10) Business Days following Buyers’ receipt of the written notice thereof. If the Aggregate Balance is a positive amount, Daramic or one of its Affiliates shall make a cash payment equal to such positive amount to Buyers as soon as reasonably practicable but no later than ten (10) Business Days following delivery to Buyers of the written notice thereof. Buyers shall, or shall cause one of their Affiliates to, honor and continue through the end of 2013 all elections made by Continuing Employees that are in effect immediately prior to the TSA Closing as if they had been made under Buyer’s Flexible Benefits Transition Period (Plan and cause such Continuing Employees to have the same level of coverage for 2013 under Buyer’s Flexible Benefits Plan as such Continuing Employees had under Seller’s Flexible Benefits Plan, except to the extent changes are otherwise permitted by applicable Law. Buyers shall assume and shall satisfy, or an applicable Hire Date)shall cause one of their Affiliates to assume and to satisfy, and in any event within 10 business days all claims for reimbursement by Continuing Employees, whether incurred prior to, on or after the amount Closing Date, that have not been paid in full as of the applicable Transferred Account Balances is determinedClosing Date, which claims shall be paid under the Navy Group shall pay the Red Lion Group the net aggregate amount terms of the applicable Transferred Account BalancesBuyer’s Flexible Benefits Plan, if such amount Continuing Employees timely submit claims for reimbursement in accordance with the procedures of Buyer’s Flexible Benefits Plan. Daramic and Buyers shall each cooperate with the other and shall provide to the other such additional written documentation, information and assistance as reasonably is positive, or necessary to effect the Red Lion Group shall pay the Navy Group the net aggregate amount provisions of the Transferred Account Balances, if such amount is negativethis Section 5.13(d).

Flexible Spending Accounts. Effective Seller and Purchaser, or their respective Affiliates, shall take all actions necessary or appropriate, consistent with “Situation 2” of Revenue Ruling 2002-32, including adopting the amendments described in such Revenue Ruling to the health and dependent care flexible spending account plans of Seller (the “Seller FSAs”) and Purchaser (the “Purchaser FSAs”), so that, effective as of the end of the TSA Benefits Transition Period orClosing, with respect to each Continuing Employee that is Delayed Transfer Service Provider, as of the Hire Date: (ai) the account balances under health care flexible spending accounts and under dependent care spending accounts (whether positive or negative, the “Transferred Account Balances”) under Navy’s health care flexible spending and dependent care spending plan(s) (collectively, the “Navy Flex Plan”) of the Continuing Transferred Business Employees who are participants in the Navy Flex Plan Seller FSAs (the “Covered Flex Plan EmployeesFSA Participants”) shall be transferred to one or more comparable plans of the Red Lion Group (collectively, the “Red Lion Group Flex Plan”)Purchaser FSAs; (bii) the elections, contribution levels and coverage levels of the Covered Flex Plan Employees FSA Participants shall apply under the Red Lion Group Flex Plan Purchaser FSAs in the same manner as under the Navy Flex PlanSeller FSAs; provided that Seller has provided to Purchaser all data necessary to reflect such application; and (ciii) the Covered Flex Plan Employees FSA Participants shall be reimbursed from the Red Lion Group Flex Plan Purchaser FSAs for claims (A) incurred at any time during the plan year of the Navy Flex Plan in Seller FSAs during which the TSA Benefits Transition Period ends Closing occurs (or, with respect or during any grace period or extended grace period applicable to Continuing Employees who are Delayed Transfer Service Providers, the plan year of the Navy Flex Plan in which the applicable Delayed Transfer Service Provider’s Hire Date occursSeller FSAs) that are and (B) submitted to the Red Lion Group Flex Plan Purchaser FSAs from or and after such time the Closing Date, substantially on the same basis and the same basis, terms and conditions as under the Navy Flex PlanSeller FSAs. As soon as reasonably practicable after following the end Closing, if the aggregate (x) benefits paid by the Seller FSA to the Transferred Business Employees prior to the Closing exceed the aggregate payroll deductions for the Seller FSAs made in respect of the TSA Benefits Transition Period (Transferred Business Employees at or an applicable Hire Date)prior to the Closing, and in any event within 10 business days after then Purchaser shall reimburse Seller for the amount of such excess or (y) payroll deductions for the applicable Transferred Account Balances is determined, the Navy Group shall pay the Red Lion Group the net aggregate amount of the applicable Transferred Account Balances, if such amount is positive, or the Red Lion Group shall pay the Navy Group the net aggregate amount Seller FSAs made in respect of the Transferred Account BalancesBusiness Employees at or prior to the Closing exceed the aggregate benefits paid by the Seller FSAs to the Transferred Business Employees prior to the Closing, if then Seller shall reimburse Purchaser for the amount of such amount is negativeexcess. The Parties hereby agree to make reasonable, good faith efforts to implement the provisions of this Section 5.8(h), taking into account the complexity of transferring flexible spending accounts.

Flexible Spending Accounts. Effective as As of the end Closing Date , Purchaser shall establish a flexible spending arrangement within the meaning of Sections 106(c)(2) and 125 of the TSA Benefits Transition Period or, with respect Code (the "Newco Plan") which shall be substantially equivalent in all material respects to each Continuing Employee that is Delayed Transfer Service Provider, as of the Hire Date: (a) the account balances under health care flexible spending accounts and under dependent care spending accounts (whether positive or negative, the “Transferred HealthPlan Services Flexible Spending Account Balances”) under Navy’s health care flexible spending and dependent care spending plan(s) (collectively, the “Navy Flex Plan”) of the Continuing Employees who are participants in the Navy Flex Plan (the “Covered "Flex Plan") and shall constitute the Purchaser's adoption and continuation of the Flex Plan Employees”) shall be transferred as it relates to one or more comparable plans the employees of the Red Lion Group Division who become employees of Purchaser as a result of this transaction (collectively, the “Red Lion Group Flex Plan”"Affected Employees"); (b) the elections, contribution levels and coverage levels of the Covered Flex Plan Employees shall apply under the Red Lion Group Flex Plan in the same manner as under the Navy Flex Plan; and (c) the Covered Flex Plan Employees shall be reimbursed from the Red Lion Group Flex Plan for claims incurred at any time during the plan year of the Navy Flex Plan in which the TSA Benefits Transition Period ends (or, with respect to Continuing Employees who are Delayed Transfer Service Providers, the plan year of the Navy Flex Plan in which the applicable Delayed Transfer Service Provider’s Hire Date occurs) that are submitted to the Red Lion Group Flex Plan from or after such time on the same basis and the same terms and conditions as under the Navy Flex Plan. As soon as practicable administratively feasible after the end Closing Date, Seller shall take any actions necessary to transfer (or cause to be transferred) the written election and the account balance , if any, of each Affected Employee under the Flex Plan to the Newco Plan (the "FSA Transfer"). The balance of each flexible spending account of each Affected Employee immediately after the FSA Transfer shall be equal to the balance of such account immediately before the FSA Transfer. The parties agree that Seller shall be solely responsible for (A) the administration of the TSA Benefits Transition Period flexible spending account of each Affected Employee under the Flex Plan before the occurrence of the FSA Transfer and (B) any expense, fee, fine, claim, or an applicable Hire Date)any other liability related to the administration or maintenance of 18 the flexible spending accounts of each Affected Employee assessed, and in any event within 10 business days incurred or accrued prior to the FSA Transfer. The parties agree that Purchaser shall be solely responsible for (x) the administration of the flexible spending account of each Affected Employee after the amount occurrence of the applicable Transferred Account Balances is determinedFSA Transfer and (y) any expense, fee, fine, claim or any other liability related to the administration or maintenance of the flexible spending accounts of each Affected Employee assessed, incurred or accrued after the FSA Transfer. Notwithstanding the above, the Navy Group Seller shall pay be solely responsible for any expense, fee, fine, claim, or any other liability related to the Red Lion Group the net aggregate amount administration or maintenance of the applicable Transferred Account Balancesflexible spending accounts of each Affected Employee assessed, if such amount is positive, incurred or the Red Lion Group shall pay the Navy Group the net aggregate amount accrued as a result of the Transferred Account Balances, if such amount is negative.FSA Transfer. Each Affected Employee under the Flex Plan as of the Closing Date shall be eligible to participate in the Newco Plan on the first day following the date of the FSA Transfer. The parties agree that the Affected Employees shall not be entitled to make any changes to their elections under the Newco Plan as a result of the consummation of the transactions contemplated herein. The Seller provides the following additional representations with respect to its Flex Plan: