Common use of Additional Details Regarding Flexible Spending Accounts Clause in Contracts

Additional Details Regarding Flexible Spending Accounts. Pursuant to Section 8.1, at or prior to the Effective Time, ▇▇▇▇▇▇▇▇ 66 shall, or shall cause another ▇▇▇▇▇▇▇▇ 66 Entity to, establish and adopt ▇▇▇▇▇▇▇▇ 66 Welfare Plans which will provide health care flexible spending account or dependent care flexible spending account benefits to ▇▇▇▇▇▇▇▇ 66 Welfare Plan Participants. To the extent any ▇▇▇▇▇▇▇▇ 66 Welfare Plan provides or constitutes a health care flexible spending account or dependent care flexible spending account (each a “▇▇▇▇▇▇▇▇ 66 FSA”), such ▇▇▇▇▇▇▇▇ 66 Welfare Plan shall be effective as of the Effective Time. (i) It is the intention of the Parties that all activity under a ▇▇▇▇▇▇▇▇ 66 Welfare Plan Participant’s flexible spending account with COP for the plan year in which the Distribution Date occurs (in the case of Delayed Transfer Employees transferred from the COP Group to the ▇▇▇▇▇▇▇▇ 66 Group, for the plan year in which the applicable Transfer Date occurs) be treated instead as activity under the corresponding ▇▇▇▇▇▇▇▇ 66 FSA. Accordingly, (i) any period of participation by a ▇▇▇▇▇▇▇▇ 66 Welfare Plan Participant in a COP flexible spending account during the plan year in which the Distribution Date occurs (in the case of Delayed Transfer Employees transferred from the COP Group to the ▇▇▇▇▇▇▇▇ 66 Group, for the plan year in which the applicable Transfer Date occurs) (the “FSA Participation Period”) will be deemed a period when the ▇▇▇▇▇▇▇▇ 66 Welfare Plan Participant participated in the corresponding ▇▇▇▇▇▇▇▇ 66 FSA; (ii) all expenses incurred during the FSA Participation Period will be deemed incurred while the ▇▇▇▇▇▇▇▇ 66 Welfare Plan Participant’s coverage was in effect under the corresponding ▇▇▇▇▇▇▇▇ 66 FSA; and (iii) all elections and reimbursements made with respect to an FSA Participation Period under a COP flexible spending account will be deemed to have been made with respect to the corresponding ▇▇▇▇▇▇▇▇ 66 FSA. (ii) If the aggregate reimbursement payouts made to ▇▇▇▇▇▇▇▇ 66 Welfare Plan Participants prior to the Effective Time (in the case of Delayed Transfer Employees transferred from the COP Group to the ▇▇▇▇▇▇▇▇ 66 Group, prior to their transfer to the ▇▇▇▇▇▇▇▇ 66 Group) from the applicable COP Welfare Plan flexible spending accounts during the plan year in which the Distribution occurs (in the case of Delayed Transfer Employees transferred from the COP Group to the ▇▇▇▇▇▇▇▇ 66 Group, for the plan year in which the applicable Transfer Date occurs) are less than the aggregate accumulated contributions to such accounts made by such ▇▇▇▇▇▇▇▇ 66 Welfare Plan Participants prior to the Effective Time (in the case of Delayed Transfer Employees, prior to their transfer to the ▇▇▇▇▇▇▇▇ 66 Group) for such plan year, COP shall cause an amount equal to the amount by which such contributions are in excess of such reimbursement payouts to be transferred to ▇▇▇▇▇▇▇▇ 66 (or a ▇▇▇▇▇▇▇▇ 66 Entity designated by ▇▇▇▇▇▇▇▇ 66) by wire transfer of immediately available funds as soon as practicable, but in no event later than 45 days, following the Effective Time (in the case of Delayed Transfer Employees transferred from the COP Group to the ▇▇▇▇▇▇▇▇ 66 Group, in no event later than 45 days, following their transfer to the ▇▇▇▇▇▇▇▇ 66 Group). (iii) If the aggregate reimbursement payouts made to ▇▇▇▇▇▇▇▇ 66 Welfare Plan Participants prior to the Effective Time (in the case of Delayed Transfer Employees transferred from the COP Group to the ▇▇▇▇▇▇▇▇ 66 Group, prior to their transfer to the ▇▇▇▇▇▇▇▇ 66 Group) from the applicable COP Welfare Plan flexible spending accounts during the plan year in which the Distribution occurs (in the case of Delayed Transfer Employees transferred from the COP Group to the ▇▇▇▇▇▇▇▇ 66 Group, for the plan year in which the applicable Transfer Date occurs) exceed the aggregate accumulated contributions to such accounts made by the ▇▇▇▇▇▇▇▇ 66 Welfare Plan Participants prior to the Effective Time (in the case of Delayed Transfer Employees, prior to their transfer to the ▇▇▇▇▇▇▇▇ 66 Group) for such plan year, ▇▇▇▇▇▇▇▇ 66 shall cause an amount equal to the amount by which such reimbursement payouts are in excess of such contributions to be transferred to COP (or a COP Group Entity designated by COP) by wire transfer of immediately available funds as soon as practicable, but in no event later than 45 days, following the Effective Time (in the case of Delayed Transfer Employees transferred from the COP Group to the ▇▇▇▇▇▇▇▇ 66 Group, in no event later than 45 days, following their transfer to the ▇▇▇▇▇▇▇▇ 66 Group). (iv) Notwithstanding anything in this Section 8.3(b), at and after the Effective Time, the ▇▇▇▇▇▇▇▇ 66 Group shall assume, and cause the ▇▇▇▇▇▇▇▇ 66 Welfare Plans to be solely responsible for, all claims by ▇▇▇▇▇▇▇▇ 66 Welfare Plan Participants under the applicable COP Welfare Plan flexible spending accounts that were incurred in the plan year in which the Distribution occurs, whether incurred prior to, on, or after the Effective Time, that have not been paid in full as of the Effective Time.

Additional Details Regarding Flexible Spending Accounts. Pursuant to Section 8.1, at or prior to the Effective Time, ▇▇▇▇▇▇▇▇ 66 shall, or shall cause another ▇▇▇▇▇▇▇▇ 66 Entity to, establish and adopt ▇▇▇▇▇▇▇▇ 66 Welfare Plans which will provide health care flexible spending account or dependent care flexible spending account benefits to ▇▇▇▇▇▇▇▇ 66 Welfare Plan Participants. To the extent any ▇▇▇▇▇▇▇▇ 66 Welfare Plan provides or constitutes a health care flexible spending account or dependent care flexible spending account (each a “▇▇▇▇▇▇▇▇ 66 FSA”), such ▇▇▇▇▇▇▇▇ 66 Welfare Plan shall be effective as of the Effective Time. (i) It is the intention of the Parties that all activity under a ▇▇▇▇▇▇▇▇ 66 Welfare Plan Participant’s flexible spending account with COP for the plan year in which the Distribution Date occurs (in the case of Delayed Transfer Employees transferred from the COP Group to the ▇▇▇▇▇▇▇▇ 66 Group, for the plan year in which the applicable Transfer Date occurs) be treated instead as activity under the corresponding ▇▇▇▇▇▇▇▇ 66 FSA. Accordingly, (i) any period of participation by a ▇▇▇▇▇▇▇▇ 66 Welfare Plan Participant in a COP flexible spending account during the plan year in which the Distribution Date occurs (in the case of Delayed Transfer Employees transferred from the COP Group to the ▇▇▇▇▇▇▇▇ 66 Group, for the plan year in which the applicable Transfer Date occurs) (the “FSA Participation Period”) will be deemed a period when the ▇▇▇▇▇▇▇▇ 66 Welfare Plan Participant participated in the corresponding ▇▇▇▇▇▇▇▇ 66 FSA; (ii) all expenses incurred during the FSA Participation Period will be deemed incurred while the ▇▇▇▇▇▇▇▇ 66 Welfare Plan Participant’s coverage was in effect under the corresponding ▇▇▇▇▇▇▇▇ 66 FSA; and (iii) all elections and reimbursements made with respect to an FSA Participation Period under a COP flexible spending account will be deemed to have been made with respect to the corresponding ▇▇▇▇▇▇▇▇ 66 FSA. (ii) If the aggregate reimbursement payouts made to ▇▇▇▇▇▇▇▇ 66 Welfare Plan Participants prior to the Effective Time (in the case of Delayed Transfer Employees transferred from the COP Group to the ▇▇▇▇▇▇▇▇ 66 Group, prior to their transfer to the ▇▇▇▇▇▇▇▇ 66 Group) from the applicable COP Welfare Plan flexible spending accounts during the plan year in which the Distribution occurs (in the case of - 40 - Delayed Transfer Employees transferred from the COP Group to the ▇▇▇▇▇▇▇▇ 66 Group, for the plan year in which the applicable Transfer Date occurs) are less than the aggregate accumulated contributions to such accounts made by such ▇▇▇▇▇▇▇▇ 66 Welfare Plan Participants prior to the Effective Time (in the case of Delayed Transfer Employees, prior to their transfer to the ▇▇▇▇▇▇▇▇ 66 Group) for such plan year, COP shall cause an amount equal to the amount by which such contributions are in excess of such reimbursement payouts to be transferred to ▇▇▇▇▇▇▇▇ 66 (or a ▇▇▇▇▇▇▇▇ 66 Entity designated by ▇▇▇▇▇▇▇▇ 66) by wire transfer of immediately available funds as soon as practicable, but in no event later than 45 days, following the Effective Time (in the case of Delayed Transfer Employees transferred from the COP Group to the ▇▇▇▇▇▇▇▇ 66 Group, in no event later than 45 days, following their transfer to the ▇▇▇▇▇▇▇▇ 66 Group). (iii) If the aggregate reimbursement payouts made to ▇▇▇▇▇▇▇▇ 66 Welfare Plan Participants prior to the Effective Time (in the case of Delayed Transfer Employees transferred from the COP Group to the ▇▇▇▇▇▇▇▇ 66 Group, prior to their transfer to the ▇▇▇▇▇▇▇▇ 66 Group) from the applicable COP Welfare Plan flexible spending accounts during the plan year in which the Distribution occurs (in the case of Delayed Transfer Employees transferred from the COP Group to the ▇▇▇▇▇▇▇▇ 66 Group, for the plan year in which the applicable Transfer Date occurs) exceed the aggregate accumulated contributions to such accounts made by the ▇▇▇▇▇▇▇▇ 66 Welfare Plan Participants prior to the Effective Time (in the case of Delayed Transfer Employees, prior to their transfer to the ▇▇▇▇▇▇▇▇ 66 Group) for such plan year, ▇▇▇▇▇▇▇▇ 66 shall cause an amount equal to the amount by which such reimbursement payouts are in excess of such contributions to be transferred to COP (or a COP Group Entity designated by COP) by wire transfer of immediately available funds as soon as practicable, but in no event later than 45 days, following the Effective Time (in the case of Delayed Transfer Employees transferred from the COP Group to the ▇▇▇▇▇▇▇▇ 66 Group, in no event later than 45 days, following their transfer to the ▇▇▇▇▇▇▇▇ 66 Group). (iv) Notwithstanding anything in this Section 8.3(b), at and after the Effective Time, the ▇▇▇▇▇▇▇▇ 66 Group shall assume, and cause the ▇▇▇▇▇▇▇▇ 66 Welfare Plans to be solely responsible for, all claims by ▇▇▇▇▇▇▇▇ 66 Welfare Plan Participants under the applicable COP Welfare Plan flexible spending accounts that were incurred in the plan year in which the Distribution occurs, whether incurred prior to, on, or after the Effective Time, that have not been paid in full as of the Effective Time.