GE FSA Plans. With respect to any Transferred Employee who immediately prior to the Closing Date was a participant in a health or dependent care flexible spending account plan maintained by GE or one of its Affiliates (collectively, the “GE FSA Plans”): (i) if Purchaser or one of its Affiliates maintains a general purpose health flexible spending account plan (a “GPHFSA Plan”), Purchaser shall, or shall cause one of its Affiliates to, affect an FSA Transfer (as defined below) of the Transferred Employee’s account (if any) under the GE GPHFSA Plan to the GPHFSA Plan of Purchaser or one of its Affiliates; (ii) if Purchaser or one of its Affiliates maintains a limited purpose health flexible spending account plan (a “LPHFSA Plan”), Purchaser shall, or shall cause one of its Affiliates to, affect an FSA Transfer of the Transferred Employee’s account (if any) under the GE LPHFSA Plan to the LPHFSA Plan of Purchaser or one of its Affiliates; and (iii) if Purchaser or one of its Affiliates maintains a dependent care flexible spending account plan (a “DCFSA Plan”), Purchaser shall, or shall cause one of its Affiliates to, affect an FSA Transfer of the Transferred Employee’s account (if any) under the GE DCFSA Plan to the DCFSA Plan of Purchaser or one of its Affiliates. For purposes of this Section 6.02(e), an “FSA Transfer” involves Purchaser or one of its Affiliates (i) effectuating the election of the Transferred Employee in effect under the applicable GE FSA Plans immediately prior to the Closing Date and (ii) assuming responsibility for administering and paying under the applicable plans of Purchaser or one of its Affiliates all eligible reimbursement claims of the Transferred Employee incurred in the 2015 calendar year that are submitted for payment on or after the Closing Date, whether such claims arose before, on or after the Closing Date. As soon as practicable following the Closing Date, GE shall cause to be transferred to Purchaser an amount in cash equal to (i) the sum of all contributions to the applicable GE FSA Plans made with respect to the 2015 calendar year by or on behalf of the Transferred Employee prior to the Closing Date, reduced by (ii) the sum of all claims incurred by the Transferred Employee under the applicable GE FSA Plans in the 2015 calendar year that are submitted for payment prior to the Closing Date.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Probe Manufacturing Inc)
GE FSA Plans. With respect to any Transferred Hired Employee who immediately prior to the Closing Date was a participant during 2013 in a health or dependent care flexible spending account plan maintained by GE or one of its Affiliates (collectively, the “GE FSA Plans”): (i) if Purchaser Buyer or one of its Affiliates maintains a general purpose health flexible spending account plan (a “GPHFSA Plan”), Purchaser Buyer shall, or shall cause one of its Affiliates to, affect an effect a FSA Transfer (as defined below) of the Transferred Hired Employee’s account (if any) under the GE GPHFSA Plan to the GPHFSA Plan of Purchaser Buyer or one of its Affiliates; (ii) if Purchaser Buyer or one of its Affiliates maintains a limited purpose health flexible spending account plan (a “LPHFSA Plan”), Purchaser Buyer shall, or shall cause one of its Affiliates to, affect an effect a FSA Transfer (as defined below) of the Transferred Hired Employee’s account (if any) under the GE LPHFSA Plan to the LPHFSA Plan of Purchaser Buyer or one of its Affiliates; and (iii) if Purchaser Buyer or one of its Affiliates maintains a dependent care flexible spending account plan (a “DCFSA Plan”), Purchaser Buyer shall, or shall cause one of its Affiliates to, affect an effect a FSA Transfer (as defined below) of the Transferred Hired Employee’s account (if any) under the GE DCFSA Plan to the DCFSA Plan of Purchaser Buyer or one of its Affiliates. For purposes of this Section 6.02(e)5.6, an a “FSA Transfer” involves Purchaser Buyer or one of its Affiliates (i) effectuating the election of the Transferred Hired Employee in effect under the applicable GE FSA Plans immediately prior to the Closing Transfer Date and (ii) assuming responsibility for administering and paying under the applicable plans of Purchaser Buyer or one of its Affiliates all eligible reimbursement claims of the Transferred Hired Employee incurred in the 2015 calendar year in which the Transfer Date occurs that are submitted for payment on or after the Closing Transfer Date, whether such claims arose before, on or after the Closing Transfer Date. As soon as practicable following the Closing Transfer Date, GE shall cause to be transferred to Purchaser Buyer an amount in cash equal to (i) the sum of all contributions to the applicable GE FSA Plans made with respect to the 2015 calendar year in which the Transfer Date occurs by or on behalf of the Transferred Hired Employee prior to the Closing Transfer Date, reduced by (ii) the sum of all claims incurred by the Transferred Hired Employee under the applicable GE FSA Plans in the 2015 calendar year in which the Transfer Date occurs that are submitted for payment prior to the Closing Transfer Date.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Woodward, Inc.)