Common use of Flexible Spending Accounts Clause in Contracts

Flexible Spending Accounts. Seller Parent and Purchaser shall take all actions necessary or appropriate so that, effective as of the Closing Date (i) the account balances (whether positive or negative) (the “Transferred FSA Balances”) under the applicable flexible spending plan of Seller Parent or its Affiliates (collectively, the “Seller FSA Plan”) of the Transferred Employees who are participants in the Seller FSA Plan shall be transferred to one or more comparable plans of Purchaser or its Affiliates (collectively, the “Purchaser FSA Plan”); (ii) the elections, contribution levels and coverage levels of such Transferred Employees shall apply under the Purchaser FSA Plan in the same manner as under the Seller FSA Plan; and (iii) such Transferred Employees shall be reimbursed from the Purchaser FSA Plan for claims incurred at any time during the plan year of the Seller FSA Plan in which the Closing Date occurs that are submitted to the Purchaser FSA Plan from and after the Closing Date on substantially the same basis and substantially the same terms and conditions as under the Seller FSA Plan. As soon as practicable after the Closing Date, and in any event within thirty (30) Business Days after the amount of the Transferred FSA Balances is determined, Seller Parent or its Affiliates shall pay to Purchaser or its Affiliates the net aggregate amount of the Transferred FSA Balances, if such amount is positive, and Purchaser or its Subsidiaries shall pay to Seller Parent or its Affiliates the net aggregate amount of the Transferred FSA Balances, if such amount is negative.

Flexible Spending Accounts. During the Continuation Period, Acquiror or one of Acquiror’s Affiliates will cover each US Continuing Employee who has elected to participate in a flexible spending account plan maintained by Seller Parent and Purchaser shall take all actions necessary or appropriate so that, effective as any of the Closing Date its Affiliates (i) the account balances (whether positive or negative) (the “Transferred FSA BalancesSeller’s FSA”) under the applicable a flexible spending account plan maintained by Acquiror or one of Seller Parent or its Acquiror’s Affiliates (collectively, the “Seller FSA PlanAcquiror’s FSA”) at the same level of coverage elected under Seller’s FSA. Each US Continuing Employee will be treated as if his participation in Acquiror’s FSA had been continuous from the beginning of the Transferred plan year under Seller’s FSA in which the Closing occurs and each existing salary reduction election will be taken into account for the remainder of the plan year under Acquiror’s FSA in which the Closing occurs, as if made under Acquiror’s FSA. Acquiror’s FSA will provide reimbursement for medical care expenses and dependent care expenses incurred by US Continuing Employees who are participants in the Seller FSA Plan shall be transferred to one or more comparable plans of Purchaser or its Affiliates (collectively, the “Purchaser FSA Plan”); (ii) the elections, contribution levels and coverage levels of such Transferred Employees shall apply under the Purchaser FSA Plan in the same manner as under the Seller FSA Plan; and (iii) such Transferred Employees shall be reimbursed from the Purchaser FSA Plan for claims incurred at any time during the plan year of the Seller under Seller’s FSA Plan in which the Closing Date occurs that are submitted (including claims incurred before the Closing), up to the Purchaser FSA Plan from amount of such US Continuing Employees’ elections and after the Closing Date on substantially the same basis and substantially the same terms and conditions as under the Seller FSA Planreduced by amounts previously reimbursed by Seller’s FSA. As soon as practicable after Within 30 calendar days following the Closing Date, and in any event within thirty Seller will (30i) Business Days after the amount provide to Acquiror an accounting of the Transferred amounts elected, deducted and paid in respect of claims under Seller’s FSA Balances is determined, Seller Parent or its Affiliates shall in respect of the US Continuing Employees during the plan year in which the Closing occurs and before the Closing and (ii) pay to Purchaser or its Affiliates Acquiror the net amount, if any, of the excess of the aggregate amount of deducted over the Transferred FSA Balances, if such amount is positive, and Purchaser or its Subsidiaries shall pay to Seller Parent or its Affiliates the net aggregate amount paid in respect of claims under Seller’s FSA in respect of each US Continuing Employee during the Transferred FSA Balances, if such amount is negativeplan year in which the Closing occurs.

Flexible Spending Accounts. The Seller Parent and the Purchaser shall take all actions necessary or appropriate so that, effective as of the Closing Date Date, (i) the account balances (whether positive or negative) (the “Transferred FSA Balances”) under the any applicable flexible spending plan plans of the Seller Parent or its Affiliates (collectively, the “Seller FSA PlanPlans”) of the Transferred Employees who are participants in the Seller FSA Plan Plans shall be transferred to one or more comparable plans of the Purchaser or its Affiliates (collectively, the “Purchaser FSA PlanPlans”); , (ii) the elections, contribution levels and coverage levels of such Transferred Employees for the plan year of transfer shall apply under the Purchaser FSA Plan Plans in the same manner as under the Seller FSA PlanPlans; and (iii) such Transferred Employees shall be reimbursed from the Purchaser FSA Plan Plans for claims incurred at any time during the plan year of the Seller FSA Plan Plans in which the Closing Date occurs that are submitted to the Purchaser FSA Plan Plans from and after the Closing Date on substantially the same basis and substantially the same terms and conditions as under the Seller FSA PlanPlans. As soon as practicable after the Closing Date, and in any event within thirty fifteen (3015) Business Days after the amount of the Transferred FSA Balances is determined, the Seller Parent or its Affiliates shall pay to the Purchaser or its Affiliates the net aggregate amount of the Transferred FSA Balances, if such amount is positive, and the Purchaser or its Subsidiaries shall pay to the Seller Parent or its Affiliates the net aggregate amount of the Transferred FSA Balances, if such amount is negative.

Flexible Spending Accounts. Seller Parent and Purchaser shall take all actions necessary or appropriate so that, effective as of the Closing Date applicable Employment Transfer Date, (i) the account balances (whether positive or negative) (the “Transferred FSA Balances”) under the applicable flexible spending plan (as well as, for the avoidance of doubt, the health reimbursement account plan) of Seller Parent or its Affiliates (collectively, the “Seller FSA Plan”) of the Transferred U.S. Business Employees who are participants in the Seller FSA Plan shall be transferred to one or more comparable plans of Purchaser or its Affiliates (collectively, the “Purchaser FSA Plan”); (ii) the elections, contribution levels and coverage levels of such Transferred U.S. Business Employees shall apply under the Purchaser FSA Plan in the same manner as under the Seller FSA Plan; and (iii) such Transferred U.S. Business Employees shall be reimbursed from the Purchaser FSA Plan for claims incurred at any time during the plan year of the Seller FSA Plan in which the Closing applicable Employment Transfer Date occurs that are submitted to the Purchaser FSA Plan from and after the Closing Employment Transfer Date on substantially the same basis and substantially the same terms and conditions as under the Seller FSA Plan. As soon as practicable after the Closing applicable Employment Transfer Date, and in any event within thirty ten (3010) Business Days after the amount of the Transferred FSA Balances is determined, Seller Parent or its Affiliates shall pay to Purchaser or its Affiliates the net aggregate amount of the Transferred FSA Balances, if such amount is positive, and Purchaser or its Subsidiaries shall pay to Seller Parent or its Affiliates the net aggregate amount of the Transferred FSA Balances, if such amount is negative.

Flexible Spending Accounts. Seller Parent and their Affiliates and Purchaser shall take all actions necessary or appropriate cooperate so that, effective as of soon as practicable following the Closing Date Effective Time, (i) the account balances (whether positive or negative) (the “"Transferred FSA Balances”") under the applicable flexible spending plan of Seller Parent or its Affiliates (collectively, the “Seller FSA Plan”) FSAs of the Transferred Affected Employees who are participants in the Seller FSA Plan FSAs (the "Covered Employees") shall be transferred to one or more comparable plans of the Purchaser or its Affiliates (collectively, the “"Purchaser FSA Flex Plan”"); (ii) the elections, contribution levels and coverage levels of such Transferred the Covered Employees shall apply under the Purchaser FSA Flex Plan in the same manner as under the Seller FSA PlanFSAs; and (iii) such Transferred the Covered Employees shall be reimbursed from the Purchaser FSA Flex Plan for claims incurred at any time during the plan year of the Seller FSA Flex Plan in which the Closing Date occurs that are and submitted to the Purchaser FSA Flex Plan from and after the Closing Date substantially on substantially the same basis and substantially the same basis, terms and conditions as under the Seller FSA PlanFSAs. As soon as practicable after the Closing Date, and in any event within thirty (30) 60 Business Days after the amount of the Transferred FSA Balances is determined, (A) Seller Parent or its and their Affiliates shall pay to Purchaser or its Affiliates the net aggregate amount of the Transferred FSA Balances, if such amount is positive, and (B) Purchaser or its Subsidiaries shall pay to Seller Parent or its and their Affiliates the net aggregate amount of the Transferred FSA Balances, if such amount is negative.

Flexible Spending Accounts. Seller Parent and their Affiliates and Purchaser shall take all actions necessary or appropriate cooperate so that, effective as of soon as practicable following the Closing Date Effective Time, (i) the account balances (whether positive or negative) (the “Transferred FSA Balances”) under the applicable flexible spending plan of Seller Parent or its Affiliates (collectively, the “Seller FSA Plan”) FSAs of the Transferred Affected Employees who are participants in the Seller FSA Plan FSAs (the “Covered Employees”) shall be transferred to one or more comparable plans of the Purchaser or its Affiliates (collectively, the “Purchaser FSA Flex Plan”); (ii) the elections, contribution levels and coverage levels of such Transferred the Covered Employees shall apply under the Purchaser FSA Flex Plan in the same manner as under the Seller FSA PlanFSAs; and (iii) such Transferred the Covered Employees shall be reimbursed from the Purchaser FSA Flex Plan for claims incurred at any time during the plan year of the Seller FSA Flex Plan in which the Closing Date occurs that are and submitted to the Purchaser FSA Flex Plan from and after the Closing Date substantially on substantially the same basis and substantially the same basis, terms and conditions as under the Seller FSA PlanFSAs. As soon as practicable after the Closing Date, and in any event within thirty (30) 60 Business Days after the amount of the Transferred FSA Balances is determined, (A) Seller Parent or its and their Affiliates shall pay to Purchaser or its Affiliates the net aggregate amount of the Transferred FSA Balances, if such amount is positive, and (B) Purchaser or its Subsidiaries shall pay to Seller Parent or its and their Affiliates the net aggregate amount of the Transferred FSA Balances, if such amount is negative.

Flexible Spending Accounts. With respect to Transferred Business Employees located in the United States, Seller Parent and Purchaser shall take all actions necessary or appropriate so that, effective as of the Closing Date (i) the account balances (whether positive or negative) (the “Transferred FSA BalancesBalance”) under the applicable flexible spending plan of Seller Parent or its Affiliates (collectively, the “Seller FSA Plan”) of the Transferred Business Employees who are participants in the Seller FSA Plan shall be transferred to one or more comparable plans of Purchaser or its Affiliates (collectively, the “Purchaser FSA Plan”); (ii) the elections, contribution levels and coverage levels of such Transferred Business Employees shall apply under the Purchaser FSA Plan in the same manner as under the Seller FSA Plan; and (iii) such Transferred Business Employees shall be reimbursed from the Purchaser FSA Plan for claims incurred at any time during the plan year of the Seller FSA Plan in which the Closing Date occurs that are submitted to the Purchaser FSA Plan from and after the Closing Date on substantially the same basis and substantially the same terms and conditions as under the Seller FSA Plan. As soon as practicable after the Closing Date, and in any event within thirty ten (3010) Business Days after the amount of the Transferred FSA Balances Balance is determined, Seller Parent or its Affiliates shall pay to Purchaser or its Affiliates the net aggregate amount of the Transferred FSA BalancesBalance, if such amount is positive, and Purchaser or its Subsidiaries shall pay to Seller Parent or its Affiliates the net aggregate amount of the Transferred FSA BalancesBalance, if such amount is negative. The Parties hereto agree to cooperate in good faith to implement the provisions of this Section 5.7(j) to take into account the complexity of transferring flexible spending accounts.

Flexible Spending Accounts. Seller Parent and Purchaser shall take all actions necessary or appropriate appropriate, and subject to compliance with applicable Law, so that, effective as of the Closing Date Date, (i) the account balances (whether positive or negative) (the “Transferred FSA Balances”) under the applicable flexible spending plan of Seller Parent or its Affiliates (collectively, the “Seller Parent FSA Plan”) of the Transferred Business Employees who are participants in the Seller Parent FSA Plan shall be transferred to one or more comparable plans of Purchaser or its Affiliates (collectively, the “Purchaser FSA Plan”); (ii) the elections, contribution levels and coverage levels of such Transferred Business Employees shall apply under the Purchaser FSA Plan in the same manner as under the Seller Parent FSA Plan; and (iii) such Transferred Business Employees shall be reimbursed from the Purchaser FSA Plan for claims incurred at any time during the plan year of the Seller Parent FSA Plan in which the Closing Date occurs that are submitted to the Purchaser FSA Plan from and after the Closing Date on substantially the same basis and substantially the same terms and conditions as under the Seller Parent FSA Plan. As soon as practicable after the Closing Date, and in any event within thirty ten (3010) Business Days after the amount of the Transferred FSA Balances is determined, Seller Parent or its Affiliates shall pay to Purchaser or its Affiliates the net aggregate amount of the Transferred FSA Balances, if such amount is positive, and Purchaser or its Subsidiaries shall pay to Seller Parent or its Affiliates the net aggregate amount of the Transferred FSA Balances, if such amount is negative.

Flexible Spending Accounts. Seller Parent and Purchaser Buyer shall take all actions necessary or appropriate so that, effective as of the Closing Date applicable Employee Transfer Date, (ia) the account balances (whether positive or negative) (the “Transferred FSA Balances”) under the applicable flexible spending plan of Seller Parent or its Affiliates any other member of the Seller Group (collectively, the “Seller FSA Plan”) of the Transferred TMA Business Employees who are participants in the Seller FSA Plan shall be transferred to one or more comparable plans of Purchaser or its Affiliates Buyer (collectively, the “Purchaser Buyer FSA Plan”); (iib) the elections, contribution levels and coverage levels of such Transferred TMA Business Employees shall apply under the Purchaser Buyer FSA Plan in the same manner as under the Seller FSA Plan; and (iiic) such Transferred TMA Business Employees shall be reimbursed from the Purchaser Buyer FSA Plan for claims incurred at any time during the plan year of the Seller FSA Plan in which the Closing applicable Employee Transfer Date occurs that are submitted to the Purchaser Buyer FSA Plan from and after the Closing applicable Employee Transfer Date on substantially the same basis and substantially the same terms and conditions as under the Seller FSA Plan. As soon as practicable after the Closing applicable Employee Transfer Date, and in any event within thirty (30) ten Business Days after the amount of the Transferred FSA Balances is determined, Seller Parent or its Affiliates shall pay to Purchaser or its Affiliates Buyer the net aggregate amount of the Transferred FSA Balances, if such amount is positive, and Purchaser or its Subsidiaries Buyer shall pay to Seller Parent or its Affiliates the net aggregate amount of the Transferred FSA Balances, if such amount is negative.

Flexible Spending Accounts. Seller Parent and Purchaser shall take all actions necessary or appropriate so that, effective as of the Closing Date (i) the account balances (whether positive or negative) (the “Transferred FSA Balances”) under the applicable flexible spending plan of Seller Parent or its Affiliates (collectively, the “Seller FSA Plan”) of the Transferred Employees who are participants in the Seller FSA Plan shall be transferred to one or more comparable plans of Purchaser or its Affiliates (collectively, the “Purchaser FSA Plan”); (ii) the elections, contribution levels and coverage levels of such Transferred Employees shall apply under the Purchaser FSA Plan in the same manner as under the Seller FSA Plan; and (iii) such Transferred Employees shall be reimbursed from the Purchaser FSA Plan for claims incurred at any time during the plan year of the Seller FSA Plan in which the Closing Date occurs that are submitted to the Purchaser FSA Plan from and after the Closing Date on substantially the same basis and substantially the same terms and conditions as under the Seller FSA Plan. As soon as practicable after the Closing Date, and in any event within thirty (30) Business Days after the amount of the Transferred FSA Balances is determined, Seller Parent or its Affiliates shall pay to Purchaser or its Affiliates the net aggregate amount of the Transferred FSA Balances, if such amount is positive, and Purchaser or its Subsidiaries shall pay to Seller Parent or its Affiliates the net aggregate amount of the Transferred FSA Balances, if such amount is negative.. 150

Flexible Spending Accounts. Seller Parent Sellers and Purchaser the Buyer Affiliates shall take all actions necessary or appropriate so that, effective as of the Closing Date Date, (i) the account balances (whether positive or negative) (the “"Transferred FSA Account Balances”") under the applicable flexible spending plan of Seller Parent or its Affiliates Crompton Corporation Flexible Benefits Program (collectively, the “Seller FSA "Sellers' Flex Plan”") of the Transferred Continuing Employees who are participants in Sellers' Flex Plan (the Seller FSA Plan "Covered Employees") shall be transferred to one or more comparable plans of Purchaser or its the Buyer Affiliates (collectively, the “Purchaser FSA "Buyers' Flex Plan”"); (ii) the elections, contribution levels and coverage levels of such Transferred the Covered Employees shall apply under the Purchaser FSA Buyers' Flex Plan in the same manner as under the Seller FSA Sellers' Flex Plan; and (iii) such Transferred the Covered Employees shall be reimbursed from the Purchaser FSA Buyers' Flex Plan for claims incurred at any time during the plan calendar year of the Seller FSA Plan in which the Closing Date occurs that are submitted to the Purchaser FSA Buyers' Flex Plan from and after the Closing Date on substantially the same basis and substantially the same terms and conditions as under the Seller FSA Sellers' Flex Plan. As soon as practicable after the Closing Date, and in any event within thirty (30) Business Days 10 business days after the amount of the Transferred FSA Account Balances is determined, Seller Parent or its Affiliates Sellers shall pay to Purchaser or its Affiliates Buyer the net aggregate amount of the Transferred FSA Account Balances, if such amount is positive, and Purchaser or its Subsidiaries Buyer shall pay to Seller Parent or its Affiliates Sellers the net aggregate amount of the Transferred FSA Account Balances, if such amount is negative.

Flexible Spending Accounts. Seller Parent and Purchaser shall take all actions necessary or appropriate so that, effective as As of the Closing Date (i) the Date, each Seller shall, and shall cause the, transfer from medical and dependent care account balances (whether positive or negative) (the “Transferred FSA Balances”) under the applicable flexible spending plan plans of Seller Parent or and its Affiliates (collectivelyeach, the a “Seller FSA Plan”) of the Transferred Employees who are participants in the Seller FSA Plan shall be transferred to one or more comparable medical and dependent care account plans of Purchaser established or designated by Buyer Domestic or its Affiliates (collectivelythe account balances of Transferred Employees, the “Purchaser FSA Plan”); (ii) the electionsand Buyer Domestic shall, contribution levels and coverage levels of or shall cause its Affiliates to, allow such transferred account balances to be available to Transferred Employees on and after the Closing Date under a flexible spending account plan maintained by Buyer Domestic or its Affiliates. Each Transferred Employee shall apply be permitted to continue to have payroll deductions made as most recently elected by him or her under the Purchaser FSA Plan in the same manner as under the applicable Seller FSA Plan; and (iii) such Transferred Employees shall be reimbursed from the Purchaser FSA Plan for claims incurred at any time during the plan year of the Seller FSA Plan in which the Closing Date occurs that are submitted to the Purchaser FSA Plan from and after the Closing Date on substantially the same basis and substantially the same terms and conditions as under the Seller FSA Planoccurs. As soon as practicable Promptly after the Closing Date, and Buyer Parties shall reimburse Sellers for benefits paid by the Seller FSA Plans to any Transferred Table of Contents Employee prior to the Closing Date to the extent in any event within thirty (30) Business Days excess of the payroll deductions made in respect of such Transferred Employee prior to the Closing Date with respect to the Seller FSA Plan year in which the Closing Date occurs. Promptly after the Closing Date, each Seller shall, and shall cause its Affiliates to, transfer to Buyer Parties in cash any excess amount credited to a Seller FSA Plan that results from the Transferred Employees’ payroll deductions credited to such Seller FSA Plan exceeding the total amount of benefits that have been paid under such Seller FSA Plan prior to the Transferred Closing Date with respect to such Seller FSA Balances is determined, Seller Parent or its Affiliates shall pay to Purchaser or its Affiliates Plan’s plan year in which the net aggregate amount of the Transferred FSA Balances, if such amount is positive, and Purchaser or its Subsidiaries shall pay to Seller Parent or its Affiliates the net aggregate amount of the Transferred FSA Balances, if such amount is negativeClosing Date occurs.

Flexible Spending Accounts. If the Closing Date occurs after December 31, 2020, Seller Parent and Purchaser shall take all actions necessary or appropriate so that, effective as of the Closing Date Date, (i) the account balances (whether positive or negative) (the “Transferred FSA Balances”) under the applicable flexible spending plan of Seller Parent or its Affiliates (collectively, the “Seller FSA Plan”) of the Transferred Continuing Employees who are participants in the Seller FSA Plan shall be transferred to one or more comparable plans of Purchaser or its Affiliates (collectively, the “Purchaser FSA Plan”); (ii) the elections, contribution levels and coverage levels of such Transferred Continuing Employees shall apply under the Purchaser FSA Plan in the same manner as under the Seller FSA Plan; and (iii) such Transferred Continuing Employees shall be reimbursed from the Purchaser FSA Plan for claims incurred at any time during the plan year of the Seller FSA Plan in which the Closing Date occurs that are submitted to the Purchaser FSA Plan from and after the Closing Date on substantially the same basis and substantially the same terms and conditions as under the Seller FSA Plan. As soon as practicable after the Closing DateDate (occurring after December 31, 2020), and in any event within thirty ten (3010) Business Days after the amount of the Transferred FSA Balances is determined, Seller Parent or its Affiliates shall pay to Purchaser or its Affiliates the net aggregate amount of the Transferred FSA Balances, if such amount is positive, and Purchaser or its Subsidiaries shall pay to Seller Parent or its Affiliates the net aggregate amount of the Transferred FSA Balances, if such amount is negative.

Flexible Spending Accounts. Seller Parent and Purchaser shall take all actions necessary or appropriate so that, effective as of the Closing Date (i) the account balances (whether positive or negative) (the “Transferred FSA Balances”) under the applicable flexible spending plan of Seller Parent or its Affiliates (collectively, the “Seller FSA Plan”) of the Transferred Business Employees and Represented Transferred Business Employees who are participants in the Seller FSA Plan shall be transferred to one or more comparable plans of Purchaser or its Affiliates (collectively, the “Purchaser FSA Plan”); (ii) the elections, contribution levels and coverage levels of such Transferred Business Employees and Represented Transferred Business Employees shall apply under the Purchaser FSA Plan in the same manner as under the Seller FSA PlanFSA; and (iii) such Transferred Business Employees and Represented Transferred Business Employees shall be reimbursed from the Purchaser FSA Plan for claims incurred at any time during the plan year of the Seller FSA Plan in which the Closing Date occurs that are submitted to the Purchaser FSA Plan from and after the Closing Date on substantially the same basis and substantially the same terms and conditions as under the Seller FSA PlanDate. As soon as practicable after the Closing Date, and in any event within thirty ten (3010) Business Days after the amount of the Transferred FSA Balances is determined, Seller Parent or its Affiliates shall pay to Purchaser or its Affiliates the net aggregate amount of the Transferred FSA Balances, if such amount is positive, and Purchaser or its Subsidiaries shall pay to Seller Parent or its Affiliates the net aggregate amount of the Transferred FSA Balances, if such amount is negative.

Flexible Spending Accounts. Seller Parent and Purchaser Buyer shall take all actions necessary or appropriate so that, effective as of the Closing Date Date, (i) the account balances (whether positive or negative) (the “Transferred FSA Balances”"TRANSFERRED ACCOUNT BALANCES") under Crown Media Holdings, Inc. Cafeteria Plan (the applicable flexible spending plan of Seller Parent or its Affiliates (collectively, the “Seller FSA Plan”"SELLER'S FLEX PLAN") of the Transferred Retained Employees who are participants in Seller's Flex Plan (the Seller FSA Plan "COVERED EMPLOYEES") shall be transferred to one or more comparable plans of Purchaser or its Affiliates Buyer (collectively, the “Purchaser FSA Plan”"BUYER'S FLEX PLAN"); (ii) the elections, contribution levels and coverage levels of such Transferred the Retained Employees shall apply under the Purchaser FSA Seller's Flex Plan in the same manner as under the Seller FSA Plan; Seller's Flex Plan and (iii) such Transferred the Retained Employees shall be reimbursed from the Purchaser FSA Seller's Flex Plan for claims incurred at any time during the plan year of the Seller FSA Seller's Flex Plan in which the Closing Date occurs that are submitted to the Purchaser FSA Seller's Flex Plan from and after the Closing Date on substantially the same basis and substantially the same terms and conditions as under the Seller FSA Seller's Flex Plan. As soon as practicable after the Closing Date, and in any event within thirty (30) Business Days ten business days after the amount of the Transferred FSA Account Balances is determined, Seller Parent or its Affiliates shall pay to Purchaser or its Affiliates Buyer the net aggregate amount of the Transferred FSA Account Balances, if such amount is positive, and Purchaser or its Subsidiaries Buyer shall pay to Seller Parent or its Affiliates the net aggregate amount of the Transferred FSA Account Balances, if such amount is negative.