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 Buyer will, or will cause the Companies or the Subsidiaries to, credit each Retained Employee (and any former employee of the Business or dependent or former dependent of an employee or former employee who has COBRA rights described in Section 7.3(h) with respect to flexible spending accounts) under a health care and dependent care flexible spending account plan or plans maintained by Buyer or the Companies or the Subsidiaries (“Buyer’s Flex Plans”) with a balance (positive or negative) as of the end Cut-Off Date equal to the balance credited to the individual under the applicable health care and dependent care flexible spending account plans included within the Seller Plans listed in Schedule 4.16(a) of the TSA Benefits Transition Period or, with respect to each Continuing Employee that is Delayed Transfer Service Provider, Seller Disclosure Schedule (“Seller Flex Plans”) as of the Hire Date: Cut-Off Date (a) the account balances under health care flexible spending accounts and under dependent care spending accounts (whether positive or negative, the “Transferred Account Aggregate Flex Plan Balances”) under Navy’s health care flexible spending ), and dependent care spending plan(s) (collectively, will reimburse each such individual for expenses incurred during the “Navy Flex Plan”) current plan year of the Continuing Employees who are participants in the Navy such Seller Flex Plan (whether incurred before or after the “Covered Cut-Off Date) that had not been reimbursed under such Seller Flex Plan Employees”) shall be transferred prior to one or more comparable plans of the Red Lion Group Cut-Off Date (collectively, to the “Red Lion Group same extent such eligible expense would have been reimbursable under such Seller 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 reasonably practicable after following the end of Cut-Off Date, Seller shall transfer assets to Buyer’s Flex Plan equal to the TSA Benefits Transition Period (or an applicable Hire Date)Aggregate Flex Plan Balances and Buyer, the Companies, the Subsidiaries and Seller will treat the arrangement described in any event within 10 business days after the amount this Section 7.3(i) as a spin-off of the applicable Transferred Account Balances is determined, the Navy Group shall pay the Red Lion Group the net aggregate amount portions of the applicable Transferred Account Balances, if Seller Flex Plans and a merger of 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 negativeportions into Buyer’s Flex Plans.

Flexible Spending Accounts. (a) Immediately following the Effective Time, Spinco shall adopt one or more plans providing for health care flexible spending, dependent care spending and commuter transportation spending accounts for the benefit of the Spinco Employees (collectively, the “Spinco Flex Plan”), which plans shall be effective immediately following the Effective Time. The Parties shall take all actions necessary or appropriate so that, effective as of the end of the TSA Benefits Transition Period orEffective Time, 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 Employees who are participants in the Navy Spinco Employee Flex Plan (the “Covered Flex Plan Employees”) Accounts shall be transferred to one or more comparable plans of the Red Lion Group (collectively, the “Red Lion Group Spinco Flex Plan”); (bii) the elections, contribution levels and coverage levels of the Covered Flex Plan Spinco Employees shall apply under the Red Lion Group Spinco Flex Plan in the same manner as under the Navy Burgundy Flex Plan; and (ciii) from and after the Covered Flex Plan Effective Time, the Spinco Employees shall be reimbursed from the Red Lion Group Spinco Flex Plan in a comparable manner based on the same terms as the Burgundy 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 Effective Time occurs. (orb) As soon as reasonably practicable after the Effective Time, with respect Burgundy shall determine the Aggregate Flex Plan Balance and notify Grizzly of the amount of such Aggregate Flex Plan Balance in writing. For purposes of this Section 3.4, the term “Aggregate Flex Plan Balance” shall mean, as of the Effective Time, the aggregate amount of contributions that have been made to Continuing Employees who are Delayed Transfer Service Providers, the Spinco Employee Flex Plan Accounts for the plan year of the Navy Flex Plan in which the applicable Delayed Transfer Service Provider’s Hire Date occurs) Effective Time occurs minus the aggregate amount of reimbursements that are submitted to have been made from the Red Lion Group Spinco Employee Flex Plan from or after Accounts for the plan year in which the Effective Time occurs. If the Aggregate Flex Plan Balance is a negative amount, Grizzly shall cause Spinco to pay the absolute value of such time on the same basis and the same terms and conditions amount to Burgundy as under the Navy Flex Plan. As soon as practicable after the end following Grizzly’s receipt of the TSA Benefits Transition Period (or an applicable Hire Date)written notice thereof. If the Aggregate Flex Plan Balance is a positive amount, and in any event within 10 business days after the Burgundy shall pay such positive amount to Spinco as soon as practicable following Burgundy’s delivery to Grizzly 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 negativewritten notice thereof.

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 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 (i) Immediately prior to the end of the TSA Benefits Transition Period orClosing Date, with respect to each Continuing Employee that is Delayed Transfer Service Provider, as of the Hire Date: either Cheetah or its Affiliates shall at Cheetah’s election either (aA) the account balances under health care flexible spending accounts and under dependent care spending accounts (whether positive have in effect one or negative, the “Transferred Account Balances”) under Navy’s more plans or arrangements providing for health care flexible spending and dependent care spending plan(s) accounts (collectivelyeach, the a “Navy Cheetah Flex Plan”) of the in which each Continuing Employees Employee who are participants participates in the Navy Flex Advance/Xxxxxxxx Partnership Flexible Spending Account Plan (the “Covered A/N Flex Plan”) is eligible to participate as of the Closing Date or (B) allow each such Continuing Employee to remain a participant in the A/N Flex Plan Employees”(which shall transfer to Bengal or its Subsidiaries on or prior to, and be assumed by Cheetah or its Affiliates (including Bengal or its Subsidiaries) as of, the Closing). To the extent permitted by applicable Law and to the extent applicable, A/N and Cheetah shall take all actions neces- sary or appropriate so that, effective as of the Closing Date, (A) the account balance (positive or negative) in the applicable accounts of each Continuing Employee under the A/N Flex Plan shall be transferred to one or more comparable plans of the Red Lion Group (collectively, the “Red Lion Group applicable Cheetah Flex Plan”)Plans; (bB) the elections, contribution levels and coverage levels of the Covered Flex Plan Employees such Continuing Employee shall apply under the Red Lion Group applicable Cheetah Flex Plan Plans, in the same manner as under the Navy A/N Flex Plan; and (cC) from and after the Covered Flex Plan Employees Closing Date, each Continuing Employee shall be reimbursed from the Red Lion Group applicable Cheetah Flex Plans in a comparable manner based on similar terms as the A/N 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 Closing Date occurs. (orii) As soon as reasonably practicable after the Closing Date (and in no event more than 120 days thereafter), with respect A/N shall determine the positive or negative Aggregate Flex Plan Balance (as defined below) and notify Cheetah of the amount of such Aggregate Flex Plan Balance in writing. The term “Aggregate Flex Plan Balance” shall mean, as of the Closing Date, the aggregate amount of contributions that have been made to the accounts of the Continuing Employees who are Delayed Transfer Service Providers, under the A/N Flex Plan for the plan year in which Closing Date occurs, minus the aggregate amount of reimbursements that have been made from the accounts of the Navy Continuing Employees under the A/N Flex Plan for the plan year in which the applicable Delayed Transfer Service Provider’s Hire Closing Date occurs) that are submitted to . If the Red Lion Group applicable Aggregate 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)Balance is a negative amount, and in any event within 10 business days after the amount of the applicable Transferred Account Balances is determined, the Navy Group Cheetah shall pay the Red Lion Group the net aggregate absolute value of such amount to A/N as soon as reasonably practicable following Cheetah’s receipt of the written notice thereof. If the applicable Transferred Account BalancesAggregate Flex Plan Balance is a positive amount, if such amount is positive, or the Red Lion Group A/N shall pay the Navy Group the net aggregate such positive amount to Cheetah as soon as reasonably practicable following A/N’s receipt of the Transferred Account Balances, if such amount is negativewritten notice thereof.