Common use of Flexible Spending Account Plan Clause in Contracts

Flexible Spending Account Plan. Effective as of the Closing Date, Purchaser (or one of its Affiliates) shall establish a Section 125 of the Code flexible spending account plan and related account for each Purchaser Employee (the “Purchaser FSAP”) for the then remaining portion of the calendar year in which the Closing occurs. The Purchaser FSAP will recognize the elections that each Purchaser Employee had in effect under Section 125 of the Code flexible spending account plan of Seller or one of its Subsidiaries or Affiliates (the “Seller FSAP”), subject to the applicable dollar limits of the Purchaser FSAP for the calendar year in which such Purchaser Employee becomes covered under the Purchaser FSAP. Purchaser (or one of its Affiliates) shall cause the Purchaser FSAP to assume the account balances (whether positive or negative) associated with the Purchaser Employees’ flexible spending accounts under the Seller FSAP (the “Transferred Account Balances”), and the Purchaser FSAP shall be responsible for reimbursement of all previously unreimbursed medical and dependent care claims incurred by the Purchaser Employees in such calendar year. As soon as practicable after the Closing Date, and in any event within ten (10) Business Days after the amount of the Transferred Account Balances is determined, as part of Purchaser’s assumption of the Purchaser Employees’ flexible spending account balances under the Seller FSAP, Seller (or one of its Affiliates) shall pay Purchaser (or one of its Affiliates) the net aggregate amount of the Transferred Account Balances, if such amount is positive, and Purchaser (or one of its Affiliates) shall pay Seller (or one of its Affiliates) the net aggregate amount of the Transferred Account Balances, if such amount is negative.

Flexible Spending Account Plan. Effective as of the Closing Transition Date, Purchaser (or one of its Affiliates) SpinCo and the SpinCo Subsidiaries shall establish a Section 125 assume sponsorship of the Code FSA Plans, and DG hereby consents thereto. SpinCo and the SpinCo Subsidiaries shall thereafter be solely responsible for all Liabilities with respect to the FSA Plans, whether incurred before or after the Transition Date. In the event the Transition Date occurs after the beginning of the flexible spending account plan and related account for each Purchaser Employee year (as determined under the FSA Plans), then as soon as practicable following the Transition Date, SpinCo shall cause any Excess FSA Balance (as hereinafter defined) held as of the Transition Date in the FSA Plan accounts of the Continuing DG Employees who are participating in the FSA Plans (hereafter, the “Purchaser FSAPDG FSA Participants”) to be transferred to flexible spending accounts established for those DG FSA Participants under a flexible spending account plan maintained by DG or an Affiliate of DG (determined as of immediately following the then remaining portion Effective Time). For purposes of this Section 4.4, with respect to each DG FSA Participant, the term “Excess FSA Balance” shall mean the excess, if any, of the calendar aggregate accumulated contributions made by such DG FSA Participant to his or her account under the FSA Plans prior to the Transition Date during the year in which the Closing occursTransition Date occurs over the aggregate reimbursement payouts made for such year from such DG FSA Participant’s account under the FSA Plans. The Purchaser FSAP will recognize If, for any DG FSA Participant, the elections that each Purchaser Employee had in effect aggregate reimbursement payouts from the flexible spending reimbursement account of such DG FSA Participant under Section 125 the FSA Plans during the portion of the Code flexible spending account plan of Seller year ending on the Transition Date exceeds the aggregate contributions made by such DG FSA Participant to his or one of its Subsidiaries or Affiliates (her account under the “Seller FSAP”), subject to the applicable dollar limits FSA Plans for such portion of the Purchaser FSAP for the calendar year in which such Purchaser Employee becomes covered under the Purchaser FSAP. Purchaser (or one of its Affiliates) shall cause the Purchaser FSAP to assume the account balances (whether positive or negative) associated with the Purchaser Employees’ flexible spending accounts under the Seller FSAP (the “Transferred Account Balances”), and the Purchaser FSAP shall be responsible for reimbursement of all previously unreimbursed medical and dependent care claims incurred by the Purchaser Employees in such calendar year. As soon as practicable after the Closing Date, and in any event within ten (10) Business Days after the amount of the Transferred Account Balances is determined, as part of Purchaser’s assumption of the Purchaser Employees’ flexible spending account balances under the Seller FSAPplan year, Seller (or one of its Affiliates) DG shall pay Purchaser (or one of its Affiliates) the net aggregate cause an amount of cash equal to such excess to be transferred to SpinCo as soon as reasonably practicable following the Transferred Account Balances, if such amount is positive, and Purchaser (or one of its Affiliates) shall pay Seller (or one of its Affiliates) the net aggregate amount of the Transferred Account Balances, if such amount is negativeTransition Date.

Flexible Spending Account Plan. Effective as of the Closing Transition Date, Purchaser (or one of its Affiliates) SpinCo and the SpinCo Subsidiaries shall establish a Section 125 assume sponsorship of the Code FSA Plans, and DG hereby consents thereto. SpinCo and the SpinCo Subsidiaries shall thereafter be solely responsible for all Liabilities with respect to the FSA Plans, whether incurred before or after the Transition Date. In the event the Transition Date occurs after the beginning of the flexible spending account plan and related account for each Purchaser Employee year (as determined under the FSA Plans), then as soon as practicable following the Transition Date, SpinCo shall cause any Excess FSA Balance (as hereinafter defined) held as of the Transition Date in the FSA Plan accounts of the Continuing DG Employees who are participating in the FSA Plans (hereafter, the “Purchaser FSAPDG FSA Participants”) to be transferred to flexible spending accounts, if any, established for those DG FSA Participants under a flexible spending account plan maintained by DG or an Affiliate of DG (determined as of immediately following the then remaining portion Effective Time). If no flexible spending account is established for a DG FSA Participant under a flexible spending account plan maintained by DG or an Affiliate of DG pursuant to the preceding sentence, no transfer shall occur with respect to such DG FSA Participant and his or her rights to reimbursement from his or her FSA Plan accounts will be governed by the terms of the calendar FSA Plans. For purposes of this Section 4.4, with respect to each DG FSA Participant, the term “Excess FSA Balance” shall mean the excess, if any, of the aggregate accumulated contributions made by such DG FSA Participant to his or her account under the FSA Plans prior to the Transition Date during the year in which the Closing occursTransition Date occurs over the aggregate reimbursement payouts made for such year from such DG FSA Participant’s account under the FSA Plans. The Purchaser FSAP will recognize If, for any DG FSA Participant, the elections that each Purchaser Employee had in effect aggregate reimbursement payouts from the flexible spending reimbursement account of such DG FSA Participant under Section 125 the FSA Plans during the portion of the Code flexible spending account plan of Seller year ending on the Transition Date exceeds the aggregate contributions made by such DG FSA Participant to his or one of its Subsidiaries or Affiliates (her account under the “Seller FSAP”), subject to the applicable dollar limits FSA Plans for such portion of the Purchaser FSAP for the calendar year in which such Purchaser Employee becomes covered under the Purchaser FSAP. Purchaser (or one of its Affiliates) shall cause the Purchaser FSAP to assume the account balances (whether positive or negative) associated with the Purchaser Employees’ flexible spending accounts under the Seller FSAP (the “Transferred Account Balances”), and the Purchaser FSAP shall be responsible for reimbursement of all previously unreimbursed medical and dependent care claims incurred by the Purchaser Employees in such calendar year. As soon as practicable after the Closing Date, and in any event within ten (10) Business Days after the amount of the Transferred Account Balances is determined, as part of Purchaser’s assumption of the Purchaser Employees’ flexible spending account balances under the Seller FSAPplan year, Seller (or one of its Affiliates) DG shall pay Purchaser (or one of its Affiliates) the net aggregate cause an amount of cash equal to such excess to be transferred to SpinCo as soon as reasonably practicable following the Transferred Account Balances, if such amount is positive, and Purchaser (or one of its Affiliates) shall pay Seller (or one of its Affiliates) the net aggregate amount of the Transferred Account Balances, if such amount is negativeTransition Date.