Common use of Flexible Spending Arrangements Clause in Contracts

Flexible Spending Arrangements. Effective as of the AOL Employee Transfer Time, AOL shall, or shall cause its Affiliates to, have in effect flexible spending arrangements under a cafeteria plan qualifying under Section 125 of the Code (“AOL Cafeteria Plan”). Promptly following the AOL Employee Transfer Time, with respect to each individual who, as of the AOL Employee Transfer Time, is an AOL LLC Employee, a Former AOL LLC Employee or a Transferred Entity Employee, and who has a flexible spending arrangement under the cafeteria plan sponsored by TWX or any of its Affiliates (the “TWX Cafeteria Plan”), TWX shall transfer to AOL all relevant records relating to flexible spending arrangements of such AOL LLC Employees, Former AOL LLC Employees and Transferred Entity Employees under the TWX Cafeteria Plan and any other information necessary for the administration of the AOL Cafeteria Plan with respect to such flexible spending arrangements. AOL shall, or shall cause its Affiliates to, cause the AOL Cafeteria Plan to accept, effective as of the AOL Employee Transfer Time, a spin-off of the flexible spending arrangements of individuals who, as of the AOL Employee Transfer Time, are AOL LLC Employees, Former AOL LLC Employees and Transferred Entity Employees and who have a flexible spending arrangement under the TWX Cafeteria Plan, from the TWX Cafeteria Plan, and to honor and continue, through the end of the plan year in which the AOL Employee Transfer Time occurs, the elections made by each such employee with respect to a flexible spending arrangement under the TWX Cafeteria Plan for such plan year. Notwithstanding the second sentence of Section 5.03 above, from and after the AOL Employee Transfer Time, the AOL Group shall assume and be solely responsible for all flexible spending arrangement claims by all individuals whose flexible spending arrangements transferred pursuant to this Section 9.01 under the TWX Cafeteria Plan that were incurred in the year in which the AOL Employee Transfer Time occurs, whether incurred prior to, at or after the AOL Employee Transfer Time, that have not been paid in full as of the AOL Employee Transfer Time.

Flexible Spending Arrangements. (a) Effective as of the AOL Employee Transfer TimeDistribution, AOL shallSpinCo Employees will cease participation in the flexible spending arrangements under each cafeteria plan qualifying under Section 125 of the Code sponsored by any member of the HCMC Group (the “HCMC Cafeteria Plan”). Effective as of the Distribution, SpinCo or shall cause its Affiliates to, have in effect Subsidiaries will establish flexible spending arrangements under a cafeteria plan qualifying under Section 125 of the Code (the “AOL SpinCo Cafeteria Plan”). . (a) Promptly following the AOL Employee Transfer TimeDistribution, with respect to each individual who, as of the AOL SpinCo Employee Transfer Time, is an AOL LLC Employee, a Former AOL LLC Employee or a Transferred Entity Employee, and who has a flexible spending arrangement under the cafeteria plan sponsored by TWX or any of its Affiliates (the “TWX HCMC Cafeteria Plan”), TWX HCMC shall, or shall cause its Subsidiaries to, transfer to AOL SpinCo or its Subsidiaries all relevant records relating to the flexible spending arrangements of such AOL LLC Employees, Former AOL LLC Employees and Transferred Entity Employees SpinCo Employee under the TWX HCMC Cafeteria Plan and any other information necessary for the administration of the AOL SpinCo Cafeteria Plan with respect to such flexible spending arrangements. AOL Promptly following the Distribution, SpinCo shall, or shall cause its Affiliates Subsidiaries to, cause the AOL SpinCo Cafeteria Plan to accept, effective as of the AOL Employee Transfer Time, accept a spin-off of with respect to the flexible spending arrangements arrangement of individuals who, as of the AOL each individual who is a SpinCo Employee Transfer Time, are AOL LLC Employees, Former AOL LLC Employees and Transferred Entity Employees and who have has a flexible spending arrangement under the TWX HCMC Cafeteria Plan, Plan from the TWX account for the SpinCo Group in the HCMC Cafeteria Plan, Plan and to honor and continue, through the end of the plan year in which the AOL Employee Transfer Time Distribution occurs, the elections made by each such employee with respect to a flexible spending arrangement under the TWX HCMC Cafeteria Plan for such plan year. Notwithstanding For the second avoidance of doubt, neither Party shall be obligated to make any additional payment to the other Party with respect to any overfunding or underfunding of the account for the SpinCo Group in the HCMC Cafeteria Plan at the time of the spin-off described in the immediately preceding sentence because such account is held separate from the accounts relating to other members of Section 5.03 above, from the HCMC Group in the HCMC Cafeteria Plan. On and after the AOL Employee Transfer TimeDistribution, the AOL SpinCo Group shall assume and be solely responsible for all flexible spending arrangement claims by all individuals whose flexible spending arrangements transferred pursuant to this Section 9.01 SpinCo Employees under the TWX HCMC Cafeteria Plan that were incurred in the year in which the AOL Employee Transfer Time occursPlan, whether incurred prior to, at on or after the AOL Employee Transfer TimeDistribution, that have not been paid in full as of the AOL Employee Transfer TimeDistribution, and following the Distribution SpinCo shall indemnify, defend and hold harmless the members of the HCMC Group from and against any and all Liabilities relating to, arising out of or resulting from claims for reimbursement under the HCMC Cafeteria Plan with respect to SpinCo Employees that are not paid in full as of the Distribution.

Flexible Spending Arrangements. Effective as of the AOL Employee Transfer Time, AOL shall, or shall cause its Affiliates to, have in effect flexible spending arrangements under a cafeteria plan qualifying under Section 125 of the Code (“AOL Cafeteria Plan”). Promptly following the AOL Employee Transfer Time, with respect to each individual who, as of the AOL Employee Transfer Time, is an AOL LLC Employee, a Former AOL LLC Employee or a Transferred Entity Employee, and who has a flexible spending arrangement under the cafeteria plan sponsored by TWX or any of its Affiliates (the “TWX Cafeteria Plan”), TWX shall transfer to AOL all relevant records relating to flexible spending arrangements of such AOL LLC Employees, Former AOL LLC Employees and Transferred Entity Employees under the TWX Cafeteria Plan and any other information necessary for the administration of the AOL Cafeteria Plan with respect to such flexible spending arrangements. AOL shall, or shall cause its Affiliates to, cause the AOL Cafeteria Plan to accept, effective as of the AOL Employee Transfer Time, a spin-off of the flexible spending arrangements of individuals who, as of the AOL Employee Transfer Time, are AOL LLC Employees, Former AOL LLC Employees and Transferred Entity Employees and who have a flexible spending arrangement under the TWX Cafeteria Plan, from the TWX Cafeteria Plan, and to honor and continue, through the end of the plan year in which the AOL Employee Transfer Time occurs, the elections made by each such employee with respect to a flexible spending arrangement under the TWX Cafeteria Plan for such plan year. Notwithstanding the second sentence of Section 5.03 above, from and after the AOL Employee Transfer Time, the AOL Group shall assume and be solely responsible for all flexible spending arrangement claims by all individuals whose flexible spending arrangements transferred pursuant to this Section 9.01 under the TWX Cafeteria Plan that were incurred in the year in which the AOL Employee Transfer Time occurs, whether incurred prior to, at or after the AOL Employee Transfer Time, that have not been paid in full as of the AOL Employee Transfer Time.. Table of Contents

Flexible Spending Arrangements. Effective as As of the AOL Employee Transfer TimeLease Termination Date, AOL NTUS shall, or shall cause any of its Affiliates to, maintain or establish a cafeteria plan that includes a healthcare flexible spending account program and a dependent care flexible spending account program (a "Purchaser FSA") for the benefit of each Continuing Employee who, in the portion of the calendar year on or prior to the Employee Lease Termination Date, contributed to the corresponding plan sponsored or maintained by the American Seller or any of its Affiliates that included a healthcare flexible spending account program and a dependent care flexible spending account program (the "Seller FSA"). As of the Employee Lease Termination Date, NTUS or its Affiliate shall cause the balances of each Continuing Employee's accounts under the Purchaser FSA to be equal to the Continuing Employee's balances in the applicable accounts under the Seller FSA. If the aggregate amount withheld from Continuing Employees' compensation under the Seller FSA for the plan year in which the Employee Lease Termination Date occurs (the "FSA Year") exceeds the aggregate amount of reimbursements paid to Continuing Employees prior to the Employee Lease Termination Date under the Seller FSA for the FSA Year, the American Seller or its Affiliate shall transfer (or cause to be transferred) to NTUS, within thirty (30) days after the Employee Lease Termination Date, a cash payment equal to any such excess. If the aggregate amount of reimbursements paid to Continuing Employees under the Seller FSA prior to the Employee Lease Termination Date for the FSA Year exceeds the aggregate amount withheld prior to the Employee Lease Termination Date from the Continuing Employees' compensation under the Seller FSA for the FSA Year, NTUS shall transfer (or cause to be transferred) to the American Seller or its Affiliate, within thirty (30) days after the Employee Lease Termination Date, a cash payment equal to any such excess. NTUS shall, or shall cause its Affiliates to, have in effect flexible spending arrangements under a cafeteria plan qualifying under Section 125 of the Code (“AOL Cafeteria Plan”). Promptly following the AOL Employee Transfer Time, with respect to each individual who, as of the AOL Employee Transfer Time, is an AOL LLC Employee, a Former AOL LLC Employee or a Transferred Entity Employee, and who has a flexible spending arrangement under the cafeteria plan sponsored by TWX or any of its Affiliates (the “TWX Cafeteria Plan”), TWX shall transfer to AOL all relevant records relating to flexible spending arrangements of such AOL LLC Employees, Former AOL LLC Employees and Transferred Entity Employees under the TWX Cafeteria Plan and any other information necessary for the administration of the AOL Cafeteria Plan with respect to such flexible spending arrangements. AOL shall, or shall cause its Affiliates applicable Affiliate to, cause the AOL Cafeteria Plan Purchaser FSA to accept, effective as of the AOL Employee Transfer Time, a spin-off of the flexible spending arrangements of individuals who, as of the AOL Employee Transfer Time, are AOL LLC Employees, Former AOL LLC Employees and Transferred Entity Employees and who have a flexible spending arrangement under the TWX Cafeteria Plan, from the TWX Cafeteria Planhonor, and to honor and continue, continue through the end of the plan year in which the AOL Employee Transfer Time occursFSA Year, the elections made by each such employee Continuing Employees under the Seller FSA with respect to a the flexible spending arrangement under reimbursement accounts that are in effect immediately prior to the TWX Cafeteria Plan for such plan yearEmployee Lease Termination Date. Notwithstanding As of the second sentence of Section 5.03 aboveEmployee Lease Termination Date, from and after the AOL Employee Transfer Time, the AOL Group NTUS shall assume and be solely responsible for all flexible spending arrangement claims for reimbursement by all individuals whose flexible spending arrangements transferred pursuant to this Section 9.01 under the TWX Cafeteria Plan that were incurred in the year in which the AOL Employee Transfer Time occursContinuing Employees, whether incurred prior to, at on, or after the AOL Employee Transfer TimeLease Termination Date, that have not been paid in full as of the AOL Employee Transfer TimeLease Termination Date, which claims shall be paid pursuant to and under the terms of the Purchaser FSA.