Forms W-2 Sample Clauses

Forms W-2. Seller and Buyer agree that (i) Seller will issue a Form W-2 to each individual who is employed in the Business as of, or prior to, the Closing Date in respect of all payments made by Seller to each such individual on or prior to the Closing Date, and (ii) Buyer will issue a Form W-2 to each Continuing Employee in respect of all payments made by Buyer or any Affiliate of Buyer to each such individual after the Closing Date.
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Forms W-2. Buyer and Seller agree to cooperate and to take all actions reasonably necessary to permit reliance by Seller, with respect to Transferred Individuals, on the "alternate procedure" provided under Internal Revenue Service Revenue Procedure 96-60, and to relieve Seller from the requirement of furnishing Forms W-2 to any such Transferred Individuals for the calendar year within which occurs the Closing Date. Without limiting the foregoing, Seller agrees timely to provide Buyer with all information necessary for Buyer to include on the Forms W-2 it furnishes to Transferred Individuals for such calendar year the wages paid and taxes withheld by Seller with respect to such Individuals during such calendar year.
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Forms W-2. Temple-Inland shall retain Form W-2 and other payroll reporting obligations for the 2007 calendar year for all Guaranty Employees, Former Guaranty Employees, Forestar Employees and Former Forestar Employees. Each Party shall bear the expense of, and W-2 and other payroll reporting obligations for, all compensation payable to or on behalf of its employees, contractors, and former employees and contractors in years subsequent to 2007 (including compensation relative to relocations or relocation subsidies initiated prior to 2008) except as otherwise set forth herein.
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Forms W-2. (i) Each Party shall bear the expense of, and W-2 and other payroll reporting obligations for, all compensation payable to or on behalf of its employees, contractors, and former employees and contractors for periods on and after the Distribution Date (including compensation relative to relocations or relocation subsidies initiated prior to the Distribution Date) except as otherwise set forth herein.
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Forms W-2. If the Closing occurs prior to January 1, 1997, Buyer shall use the "Alternative Procedure" provided in Section 5 of Revenue Procedure 84-77 with respect to filing and furnishing Internal Revenue Service Forms W-2, W-3 and 941 for the 1996 calendar year. Under such "Alternative Procedure," (i) Sellers and Buyer each shall report on a predecessor-successor basis as set forth in such Revenue Procedure, (ii) Sellers shall be relieved from furnishing Forms W-2 to Transferred Employees, and (iii) Buyer shall assume the obligations of Sellers to furnish such Forms W-2 to such Transferred Employees for the full 1996 calendar year. Buyer also shall use such similar procedures and make similar elections under state or local tax laws. Buyer shall be responsible for filing and furnishing Internal Revenue Service Forms W-2, W-3 and 941 for the 1996 calendar year.
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Forms W-2. As permitted by Internal Revenue Service Revenue Procedure 96-60, Section 5, Seller and Buyer agree that Buyer, as the “successor employer” described therein within the meaning of Section 3121(a)(1) of the Code, will furnish and file a single Form W-2 for wages paid by both Seller and Buyer to each Acquired Employee during the calendar year in which the Closing occurs, and Buyer assumes and shall perform Seller’s entire Form W-2 reporting obligations for the Acquired Employees, provided that Seller furnishes Buyer with all information necessary to fulfill such obligation on a timely basis. Seller shall remain responsible for the Form W-2 reporting obligations for those employees of Seller who do not become Acquired Employees. Accordingly, provided that Seller furnishes Buyer with all information necessary to fulfill such obligation on a timely basis, Buyer shall (a) furnish Forms W-2 to the Acquired Employees by January 31 following the calendar year in which the Closing occurs, and (b) file Forms W-2 and W-3 as to the Acquired Employees with the Social Security Administration by the last day of February of such calendar year. With respect to Forms 941 for the quarter in which the Closing occurs, (x) Seller will attach a statement to its Form 941 which (i) explains the discrepancy that will exist between the amounts reported on its Form W-3 and four quarterly Forms 941, (ii) includes the name, address, and identification number of the Buyer, and (iii) includes a reference to Revenue Procedure 96-60, and (y) Buyer will attach a similar statement to its Form 941 referencing Seller. Finally, Seller will transfer to the successor all current Forms W-4 and W-5 that were provided to Seller by the Acquired Employees, and Buyer will keep the transferred Forms W-4 and W-5 on file and deduct and withhold from the wages it pays to the Acquired Employees according to the information supplied on those forms until an Acquired Employee submits a revised form. Seller and Buyer shall follow similar procedures with respect to state and local employment and withholding tax administration where such procedures are available.
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Related to Forms W-2

  • IRS Forms If requested by the Representative, the Company shall deliver to each Underwriter (or its agent), prior to or at the Closing Date, a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such form.

  • IRS IRS shall mean the Internal Revenue Service.

  • Tax Return “Tax Return” shall mean any return (including any information return), report, statement, declaration, estimate, schedule, notice, notification, form, election, certificate or other document or information filed with or submitted to, or required to be filed with or submitted to, any Governmental Body in connection with the determination, assessment, collection or payment of any Tax or in connection with the administration, implementation or enforcement of or compliance with any Legal Requirement relating to any Tax.

  • Income Tax and Social Insurance Contribution Withholding The following provision shall replace Section 9 of the Agreement: Regardless of any action the Company and the Employer takes with respect to any or all income tax, primary Class 1 National Insurance contributions, payroll tax or other tax-related withholding attributable to or payable in connection with or pursuant to the grant or vesting of any Restricted Shares or the release or assignment of any Restricted Shares for consideration, or the receipt of any other benefit in connection with the Restricted Shares (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility. Furthermore, the Company and the Employer: (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Shares, including the grant or vesting of the Restricted Shares, the subsequent sale of any unrestricted Shares and the receipt of any dividends or dividend equivalents; and (b) do not commit to structure the terms of the grant or any aspect of the Restricted Shares to reduce or eliminate your liability for Tax-Related Items. As a condition of the lifting of restrictions on the Restricted Shares upon vesting of the Restricted Shares, the Company and/or the Employer shall be entitled to withhold and you agree to pay, or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy, all obligations of the Company and/or the Employer to account to HM Revenue & Customs (“HMRC”) for any Tax-Related Items. In this regard, you authorize the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by you from any salary/wages or any other cash compensation payable to you. Alternatively, or in addition, if permissible under local law, you authorize the Company and/or the Employer, at its discretion and pursuant to such procedures as it may specify from time to time, to satisfy the obligations with regard to all Tax-Related Items legally payable by you by one or a combination of the following: (a) withholding otherwise deliverable Shares; (b) arranging for the sale of Shares otherwise deliverable to you (on your behalf and at your direction pursuant to this authorization); or (c) withholding from the proceeds of the sale of Shares acquired upon the vesting of the Restricted Shares. If the obligation for Tax-Related Items is satisfied by withholding a number of Shares as described herein, you shall be deemed to have been issued the full number of Shares subject to the Restricted Shares, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Restricted Shares. If, by the date on which the event giving rise to the Tax-Related Items occurs (the “Chargeable Event”), you have relocated to a jurisdiction other than the United Kingdom, you acknowledge that the Company and/or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction, including the United Kingdom. You also agree that the Company and the Employer may determine the amount of Tax-Related Items to be withheld and accounted for by reference to the maximum applicable rates, without prejudice to any right which you may have to recover any overpayment from the relevant tax authorities. You shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to account to HMRC with respect to the Chargeable Event that cannot be satisfied by the means previously described. If payment or withholding is not made within 90 calendar days of the Chargeable Event or such other period as required under U.K. law (the “Due Date”), you agree that the amount of any uncollected Tax-Related Items shall (assuming you are not a director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), constitute a loan owed by you to the Employer, effective on the Due Date. You agree that the loan will bear interest at the then-current HMRC Official Rate and it will be immediately due and repayable, and the Company and/or the Employer may recover it at any time thereafter by any of the means referred to above.

  • Federal Income Tax Elections The Member shall make all elections for federal income tax purposes.

  • Company Tax Returns The Company shall file all tax returns, if any, required to be filed by the Company.

  • Information Returns At the Closing or as soon thereafter as is practicable, Seller shall provide Purchaser with a list of all Deposits on which Seller is back-up withholding as of the Closing Date.

  • INCOME TAX RETURNS Borrower has no knowledge of any pending assessments or adjustments of its income tax payable with respect to any year.

  • Delivery of Forms W-8 and W-9 To deliver to the Representatives prior to the Closing Date a properly completed and executed United States Treasury Department Form W-8 (if the Selling Stockholder is a non-United States person) or Form W-9 (if the Selling Stockholder is a United States Person).

  • Transferred Employees Harpoon’s employment of the Transferred Employees shall terminate at 11:59 p.m. Pacific Time on the Series B Closing Date. Prior to or in conjunction with the Series B Closing, Maverick shall in good faith offer employment to the Transferred Employees, pursuant to terms of written offer letters, with such employment to commence on the first Business Day immediately following the Series B Closing Date. In the event that any such Transferred Employee accepts Maverick’s offer of employment either before or after the Series B Closing, Maverick shall be responsible for all Liabilities (including salaries and benefits, including the maintenance of appropriate levels of workers’ compensation insurance) arising out of any such employment from and after the initial date of the Transferred Employee’s employment with Maverick. Harpoon shall be responsible for providing notice and health continuation coverage under COBRA to any Transferred Employee (and his/her qualified beneficiaries) who experiences a qualifying event after the Series B Closing Date. With respect to all confidentiality and invention assignment provisions applicable to Transferred Employees contained in Contracts that Transferred Employees entered into with Harpoon prior to the Series B Closing, Harpoon shall enforce such provisions on behalf of Maverick, at Maverick’s request and expense, to the extent that Maverick cannot enforce such Contracts directly. Effective upon the Series B Closing, Harpoon hereby waives (x) any non-competition or similar provisions and (y) any confidentiality provisions, to the extent restricting disclosure or use of the Transferred Intellectual Property or use of the license set forth in Section 2.2(a), in each case ((x) and (y)) applicable to Transferred Employees contained in Contracts that Transferred Employees entered into with Harpoon prior to the Series B Closing.

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