Employment Tax Reporting. With respect to Transferred Employees, Purchaser and Sellers shall use the standard procedure set forth in Revenue Procedure 2004-53, 2004-34 I.R.B. 320, for purposes of employment tax reporting.
Employment Tax Reporting. The Seller and the Purchaser agree that, pursuant to the “Alternative Procedures” provided in Section 5 of Revenue Procedure 2004-53, with respect to the filing and furnishing of Internal Revenue Service Forms W-2, W-3 and 941 for the full calendar year in which the Closing occurs, subject to applicable Law, (i) the Seller and the Purchaser shall report on a “predecessor-successor” basis, as set forth therein, (ii) the Seller shall be relieved from furnishing Forms W-2 to any Transferred Employees, and (iii) the Purchaser shall assume the obligations of the Seller to furnish Forms W-2 to such Transferred Employees and Forms W-2 and W-3 with respect to Transferred Employees to the Social Security Administration; provided, the Seller shall transfer to the Purchaser all Forms W-4 and W-5 with respect to the Transferred Employees, and such other data relating to Transferred Employees as shall be necessary for the Purchaser to assume and satisfy such obligations accurately and in accordance with the law.
Employment Tax Reporting. Seller and Purchaser agree to follow the Standard Procedure specified in Revenue Procedure 2004-53, 2004-34 I.R.B. 320, whereby, among other things, each will be responsible for the reporting duties with respect to its own payment of wages and compensation to the employees hired by Purchaser in connection with the operation or activities of the Purchased Assets.
Employment Tax Reporting. With respect to each Transferred Employee, Buyer and Sellers shall, and shall cause their respective Affiliates to, treat Buyer (or the applicable Affiliate of Buyer) as a “successor employer” and Sellers (or the applicable Affiliate of a Seller) as a “predecessor,” within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code and the applicable Treasury Regulations thereunder for purposes of Taxes imposed under the United States Federal Insurance Contributions Act, as amended (“FICA”) and the United States Federal Unemployment Tax Act, as amended (“FUTA”). Pursuant to the standard procedure set forth in Revenue Procedure 2004-53, 2004-34 I.R.B. 320, if the Closing occurs (i) Buyer and Sellers shall report on a predecessor/successor basis as set forth therein, (ii) Sellers will not be relieved from filing a Form W-2 with respect to any Transferred Employees and (iii) Buyer will undertake to file (or cause to be filed) a Form W-2 for each such Transferred Employee only with respect to the portion of the year that includes the Closing Date during which such Transferred Employees are employed by Buyer or its Affiliate, excluding the portion of such year that such Transferred Employee was employed by a Seller or its Affiliate.
Employment Tax Reporting. With respect to Transferred Employees, Buyer and Sellers shall use the alternate procedure set forth in Revenue Procedure 2004-53, 2004-34 I.R.B. 320, provided that Sellers provide to Buyer all information necessary for Buyer to complete such alternate procedure and that third party payroll provider agrees it can accommodate utilization of the alternate procedure to properly report and remit federal and state payroll.
Employment Tax Reporting. Following the ------------------------ Applicable Closing, Purchaser, Sellers and DNB shall abide by the alternate procedure for employment tax reporting set forth in Section 5 of IRS Revenue Procedure 96-60 with respect to the filing of all applicable Form W-2s, 941s or other related employment tax filings for 2004.
Employment Tax Reporting. With respect to New Hires, Buyer and Sellers will use the standard procedure set forth in Revenue Procedure 2004-53, 2004-34 I.R.B. 320, for purposes of employment Tax reporting.
Employment Tax Reporting. Consistent with the Leased Employees and Former Leased Employees being or having been employees of GGP, GGP shall respond to all questions and inquiries from Spinco, state and federal agencies, and other persons regarding payroll and employment data and history relating to the Leased Employees and Former Leased Employees for periods of employment with GGP.
Employment Tax Reporting. With respect to the Transferred Employees, Sellers will, and Buyer will cause TCM to, use the alternative procedure set forth in Revenue Procedure 2004-53, 2004-34 I.R.B. 320, for purposes of employment Tax reporting. Each applicable Seller will provide TCM with all payroll and employment-related information with respect to the Transferred Employees.
Employment Tax Reporting. Purchaser shall, at its sole option, but only after providing RARE reasonable advance written notice, have the right to use the “Alternative Procedures” provided in Section 5 of Revenue Procedure 2004-53, with respect to the filing and furnishing of Internal Revenue Service Forms W-2, W-3 and 941 for the full calendar year in which the Effective Hire Time occurs. If the Purchaser so elects, as provided above, (i) RARE or the other Seller and Purchaser shall report on a “predecessor-successor” basis, as set forth therein, (ii) the Sellers shall be relieved from furnishing Forms W-2 to any Seller Transferred Employees, and (iii) Purchaser shall assume the obligations of the Sellers to furnish Forms W-2 to such Seller Transferred Employees and Forms W-2 and W-3 with respect to Seller Transferred Employees to the Social Security Administration; provided, RARE shall, or shall cause the other Seller to, transfer to Purchaser all Forms W-4 and W-5 with respect to the Seller Transferred Employees, and such other data relating to Seller Transferred Employees as shall be necessary for Purchaser to assume and satisfy such obligations accurately and in accordance with the Law. The Alternative Procedures shall not apply to Subsidiary Transferred Employees.
