Common use of Payroll and Related Taxes Clause in Contracts

Payroll and Related Taxes. With respect to any Spinco Group Employee or group of Spinco Group Employees, the Parties shall, or shall cause their respective Subsidiaries to, (i) treat Spinco (or the applicable member of the Spinco Group) as a “successor employer” and Parent (or the applicable member of the Parent Group) as a “predecessor,” within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code, for purposes of taxes imposed under the United States Federal Insurance Contributions Act, as amended (“FICA”), or the United States Federal Unemployment Tax Act, as amended (“FUTA”), (ii) cooperate with each other to avoid, to the extent possible, the restart of FICA and FUTA upon or following the Operational Separation Date or the Distribution Date, as applicable, with respect to each such Spinco Group Employee for the tax year during which the Operational Separation Date or the Distribution Date, as applicable, occurs, and (iii) use commercially reasonable efforts to implement the alternate procedure described in Section 5 of Revenue Procedure 2004-53; provided, however, that to the extent that Spinco (or the applicable member of the Spinco Group) cannot be treated as a “successor employer” to Parent (or the applicable member of the Parent Group) within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code with respect to any Spinco Group Employee or group of Spinco Group Employees, (x) with respect to the portion of the tax year commencing on January 1, 2020 and ending on the Operational Separation Date or the Distribution Date, as applicable, Parent will (A) be responsible for all payroll obligations, tax withholding and reporting obligations for such Spinco Group Employees, and (B) furnish a Form W-2 or similar earnings statement to all such Spinco Group Employees for such period, and (y) with respect to the remaining portion of such tax year, Spinco will (A) be responsible for all payroll obligations, tax withholding and reporting obligations regarding such Spinco Group Employees, and (B) furnish a Form W-2 or similar earnings statement to all such Spinco Group Employees.

Payroll and Related Taxes. With respect to any Spinco UpstreamCo Group Employee or group of Spinco UpstreamCo Group Employees, the Parties shall, or shall cause their respective Subsidiaries to, (i) treat Spinco UpstreamCo (or the applicable member of the Spinco UpstreamCo Group) as a “successor employer” and Parent (or the applicable member of the Parent Group) as a “predecessor,” within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code, for purposes of taxes imposed under the United States Federal Insurance Contributions Act, as amended (“FICA”), or the United States Federal Unemployment Tax Act, as amended (“FUTA”), (ii) cooperate with each other to avoid, to the extent possible, the restart of FICA and FUTA upon or following the Operational Separation Date or the Distribution Date, as applicable, with respect to each such Spinco UpstreamCo Group Employee for the tax year during which the Operational Separation Date or the Distribution Date, as applicable, occurs, and (iii) use commercially reasonable efforts to implement the alternate procedure described in Section 5 of Revenue Procedure 2004-53; provided, however, that to the extent that Spinco UpstreamCo (or the applicable member of the Spinco UpstreamCo Group) cannot be treated as a “successor employer” to Parent (or the applicable member of the Parent Group) within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code with respect to any Spinco UpstreamCo Group Employee or group of Spinco UpstreamCo Group Employees, (x) with respect to the portion of the tax year commencing on January 1, 2020 2016 and ending on the Operational Separation Date or the Distribution Date, as applicable, Parent will (A) be responsible for all payroll obligations, tax withholding and reporting obligations for such Spinco UpstreamCo Group Employees, and (B) furnish a Form W-2 or similar earnings statement to all such Spinco UpstreamCo Group Employees for such period, and (y) with respect to the remaining portion of such tax year, Spinco UpstreamCo will (A) be responsible for all payroll obligations, tax withholding and reporting obligations regarding such Spinco UpstreamCo Group Employees, and (B) furnish a Form W-2 or similar earnings statement to all such Spinco UpstreamCo Group Employees.

Payroll and Related Taxes. With respect to any Spinco the SpinCo Group Employee Employees transferred to the SpinCo Group during the tax year ending on and including the Separation, (i) Parent shall (A) be responsible for all payroll obligations, tax withholding and reporting obligations regarding all such SpinCo Group Employees for the period prior to such transfer, and (B) furnish a Form W-2 or group similar earnings statement to, all such SpinCo Group Employees for such period and (ii) with respect to the remaining portion of Spinco the tax year, SpinCo will (A) be responsible for all payroll obligations, tax withholding and reporting obligations regarding, all such SpinCo Group Employees, the Parties and (B) furnish a Form W-2 or similar earning statement to, all such SpinCo Group Employees. With respect to each affected SpinCo Group Employee, Parent and SpinCo shall, or and shall cause their respective Subsidiaries to, Affiliates to (ito the extent practicable and to the extent permitted by applicable Law) (x) treat Spinco SpinCo (or the applicable member of the Spinco SpinCo Group) as a “successor employer” and treat Parent (or the applicable member of the Parent Group) as a “predecessor,” within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code, to the extent appropriate, for purposes of taxes imposed under the United States Federal Insurance Contributions Act, as amended (“FICA”), or the United States Federal Unemployment Tax Act, as amended (“FUTA”), and (iiy) cooperate with each other to avoidfile tax returns, to exchange wage payment information and report wage payments made by the extent possible, the restart of FICA respective predecessor and FUTA upon successor employer on separate IRS Forms W-2 or following the Operational Separation Date or the Distribution Date, as applicable, with respect similar earnings statements to each such Spinco SpinCo Group Employee for the tax year during in which the Operational Separation Date or the Distribution Date, as applicable, occurs, and (iii) use commercially reasonable efforts to implement the alternate procedure described in a manner provided in Section 5 4.02(1) of Revenue Procedure 2004-53; provided, however, that to the extent that Spinco (or the applicable member of the Spinco Group) cannot be treated as a “successor employer” to Parent (or the applicable member of the Parent Group) within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code with respect to any Spinco Group Employee or group of Spinco Group Employees, (x) with respect to the portion of the tax year commencing on January 1, 2020 and ending on the Operational Separation Date or the Distribution Date, as applicable, Parent will (A) be responsible for all payroll obligations, tax withholding and reporting obligations for such Spinco Group Employees, and (B) furnish a Form W-2 or similar earnings statement to all such Spinco Group Employees for such period, and (y) with respect to the remaining portion of such tax year, Spinco will (A) be responsible for all payroll obligations, tax withholding and reporting obligations regarding such Spinco Group Employees, and (B) furnish a Form W-2 or similar earnings statement to all such Spinco Group Employees.

Payroll and Related Taxes. Unless provided otherwise by applicable Law, with respect to the portion of the tax year ending on and including the Distribution Date, Harbor will (i) be responsible for all payroll obligations, tax withholding and reporting obligations and (ii) furnish a Form W-2 or similar earnings statement (as applicable) to all Spinco Group Employees. Unless provided otherwise by applicable Law, with respect to the remaining portion of such tax year and thereafter, Spinco or its successor will (i) be responsible for all payroll obligations, tax withholding, and reporting obligations for the Spinco Group Employees and (ii) furnish a Form W-2 or similar earnings statement (as applicable) to all Spinco Group Employees. With respect to any each affected Spinco Group Employee or group of Employee, Harbor and Spinco Group Employees, the Parties shall, or and shall cause their respective Subsidiaries to, Affiliates to (to the extent permitted by applicable Law and practicable) (i) to the extent applicable, treat Spinco (or the applicable member of the Spinco GroupEntity and any successors thereto) as a “successor employer” and Parent Harbor (or the applicable member of the Parent GroupHarbor Entity) as a “predecessor,” within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code, to the extent appropriate, for purposes of taxes imposed under the United States Federal Insurance Contributions Act, as amended (“FICA”), or the United States Federal Unemployment Tax Act, as amended (“FUTA”)) and related state unemployment insurance laws, (ii) cooperate with each other to avoid, to the extent possible, the restart of FICA and FUTA and related state unemployment insurance laws upon or following the Operational Separation Distribution Date or the Distribution Date, as applicable, with respect to each such Spinco Group Employee for the tax year during which the Operational Separation Distribution Date or the Distribution Date, as applicable, occurs, and (iii) use commercially reasonable efforts file tax returns, exchange wage payment information, and report wage payments made by the respective predecessor and successor employer on separate IRS Forms W-2 or similar earnings statements to implement each such Spinco Group Employee for the alternate procedure described tax year in which the Distribution Date occurs, in a manner provided in Section 5 4.02(1) of Revenue Procedure 2004-53; provided, however, that to the extent that Spinco (or the applicable member of the Spinco Group) cannot be treated as a “successor employer” to Parent (or the applicable member of the Parent Group) within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code with respect to any Spinco Group Employee or group of Spinco Group Employees, (x) with respect to the portion of the tax year commencing on January 1, 2020 and ending on the Operational Separation Date or the Distribution Date, as applicable, Parent will (A) be responsible for all payroll obligations, tax withholding and reporting obligations for such Spinco Group Employees, and (B) furnish a Form W-2 or similar earnings statement to all such Spinco Group Employees for such period, and (y) with respect to the remaining portion of such tax year, Spinco will (A) be responsible for all payroll obligations, tax withholding and reporting obligations regarding such Spinco Group Employees, and (B) furnish a Form W-2 or similar earnings statement to all such Spinco Group Employees.

Payroll and Related Taxes. With respect to any Spinco the portion of the tax year occurring prior to the day immediately following the Effective Time, IR will (i) be responsible for all payroll obligations, tax withholding and reporting obligations and (ii) furnish a Form W-2 or similar earnings statement to all Allegion Group Employee Employees for such period. With respect to the remaining portion of such tax year, Allegion will (i) be responsible for all payroll obligations, tax withholding, and reporting obligations regarding Allegion Group Employees and (ii) furnish a Form W-2 or group of Spinco similar earnings statement to all Allegion Group Employees. Following the Effective Time, IR will provide payroll obligations, tax withholding and reporting obligations in accordance with the Parties terms of the Transition Services Agreement. With respect to each Allegion Group Employee, IR and Allegion shall, or and shall cause their respective Subsidiaries to, Affiliates to (ito the extent permitted by applicable Law and practicable) (a) treat Spinco Allegion (or the applicable member of the Spinco GroupAllegion Entity) as a “successor employer” and Parent IR (or the applicable member of the Parent GroupIR Entity) as a “predecessor,” within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code, to the extent appropriate, for purposes of taxes Taxes imposed under the United States Federal Insurance Contributions Act, as amended (“FICA”), or the United States Federal Unemployment Tax Act, as amended (“FUTA”)) and (b) file tax returns, (iiexchange wage payment information, and report wage payments made by the respective predecessor and successor employer on separate IRS Forms W-2 or similar earnings statements to each such Allegion Group Employee for the tax year in which the Effective Time occurs, in a manner provided in Section 4.02(l) cooperate with each other to avoid, of Revenue Procedure 2004-53. Except to the extent possibleotherwise administratively practicable, the restart collection of payroll taxes under FICA and FUTA will restart upon or following the Operational Separation Date or the Distribution Date, as applicable, Effective Time with respect to each such Spinco Allegion Group Employee for the tax year during which the Operational Separation Date or the Distribution Date, as applicable, Effective Time occurs, and (iii) use commercially reasonable efforts to implement the alternate procedure described in Section 5 of Revenue Procedure 2004-53; provided, however, that to the extent that Spinco (or the applicable member of the Spinco Group) cannot be treated as a “successor employer” to Parent (or the applicable member of the Parent Group) within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code with respect to any Spinco Group Employee or group of Spinco Group Employees, (x) with respect to the portion of the tax year commencing on January 1, 2020 and ending on the Operational Separation Date or the Distribution Date, as applicable, Parent will (A) be responsible for all payroll obligations, tax withholding and reporting obligations for such Spinco Group Employees, and (B) furnish a Form W-2 or similar earnings statement to all such Spinco Group Employees for such period, and (y) with respect to the remaining portion of such tax year, Spinco will (A) be responsible for all payroll obligations, tax withholding and reporting obligations regarding such Spinco Group Employees, and (B) furnish a Form W-2 or similar earnings statement to all such Spinco Group Employees.

Payroll and Related Taxes. With respect to any Spinco INSW Group Employee or group of Spinco INSW Group Employees, the Parties shall, or shall cause their respective Subsidiaries to, (i) treat Spinco INSW (or the applicable member of the Spinco INSW Group) as a “successor employer” and Parent OSG (or the applicable member of the Parent OSG Group) as a “predecessor,” within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code, for purposes of taxes imposed under the United States U.S. Federal Insurance Contributions Act, as amended (“FICA”), or the United States U.S. Federal Unemployment Tax Act, as amended (“FUTA”), (ii) cooperate with each other to avoid, to the extent possible, the restart of FICA and FUTA upon or following the Operational Separation Date or the Distribution Date, as applicable, Effective Time with respect to each such Spinco INSW Group Employee for the tax year during which the Operational Separation Date or the Distribution Date, as applicable, Effective Time occurs, and (iii) use commercially reasonable efforts to implement the alternate procedure described in Section 5 of Revenue Procedure 2004-53; provided, however, that that, to the extent that Spinco INSW (or the applicable member of the Spinco INSW Group) cannot be treated as a “successor employer” to Parent OSG (or the applicable member of the Parent OSG Group) within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code with respect to any Spinco INSW Group Employee or group of Spinco INSW Group Employees, (x) with respect to the portion of the tax year commencing on January 1, 2020 and ending on the Operational Separation Date or the Distribution Date, as applicable, Parent INSW will (Aa) be responsible for all payroll obligations, tax withholding withholding, and reporting obligations regarding such INSW Group Employees for such Spinco Group Employeesthe taxable year commencing on January 1, 2017 and (Bb) furnish a Form W-2 or similar earnings statement to all such Spinco INSW Group Employees for such periodtaxable year. The Parties also shall take, or shall cause their respective Subsidiaries to take, such reasonable actions as are necessary to minimize any adverse social tax impact on OSG, INSW, and (y) with respect to the remaining portion Employees in jurisdictions other than the U.S., of such tax yearthe Separation, Spinco will (A) be responsible for all payroll obligations, tax withholding and reporting obligations regarding such Spinco Group Employeesthe Distribution, and (B) furnish a Form W-2 or similar earnings statement to all such Spinco Group Employeesany change in employment relationship caused by the Separation and Distribution.

Payroll and Related Taxes. With respect to any Spinco SpinCo Group Employee or group of Spinco SpinCo Group Employees, the Parties shall, or shall cause their respective Subsidiaries to, (i) treat Spinco SpinCo (or the applicable member of the Spinco SpinCo Group) as a “successor employer” and Parent Rayonier (or the applicable member of the Parent Rayonier Group) as a “predecessor,” within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code, for purposes of taxes imposed under the United States Federal Insurance Contributions Act, as amended (“FICA”), or the United States Federal Unemployment Tax Act, as amended (“FUTA”), (ii) cooperate with each other to avoid, to the extent possible, the restart of FICA and FUTA upon or following the Operational Separation Date or the Distribution Date, as applicable, Effective Time with respect to each such Spinco SpinCo Group Employee for the tax year during which the Operational Separation Date or the Distribution Date, as applicable, Effective Time occurs, and (iii) use commercially reasonable reasonably efforts to implement the alternate procedure described in Section 5 of Revenue Procedure 2004-53; provided, however, that that, to the extent that Spinco SpinCo (or the applicable member of the Spinco SpinCo Group) cannot be treated as a “successor employer” to Parent Rayonier (or the applicable member of the Parent Rayonier Group) within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code with respect to any Spinco SpinCo Group Employee or group of Spinco SpinCo Group Employees, (x) with respect to the portion of the tax year commencing on January 1, 2020 2014 and ending on the Operational Separation Date or the Distribution Date, as applicable, Parent Rayonier will (A) be responsible for all payroll obligations, tax withholding and reporting obligations for such Spinco SpinCo Group Employees, Employees and (B) furnish a Form W-2 or similar earnings statement to all such Spinco SpinCo Group Employees for such period, and (y) with respect to the remaining portion of such tax year, Spinco SpinCo will (A) be responsible for all payroll obligations, tax withholding and reporting obligations regarding such Spinco SpinCo Group Employees, Employees and (B) furnish a Form W-2 or similar earnings statement to all such Spinco SpinCo Group Employees.

Payroll and Related Taxes. With respect to any Spinco the tax year containing the Distribution Date, SpinCo will (i) be responsible for all payroll obligations, tax withholding, and reporting obligations regarding SpinCo Group Employee Employees and (ii) furnish a Form W-2 or group of Spinco similar earnings statement to all SpinCo Group Employees. With respect to the portion of the tax year ending on and including the day prior to the Transfer Date, SpinCo will (i) be responsible for all payroll obligations, tax withholding and reporting obligations and (ii) furnish a Form W-2 or similar earnings statement, to all Post Distribution Transferred Employees, if any, who were employed by any member of the Parties NOV Group during such period. With respect to each affected Post Distribution Transferred Employee, NOV and SpinCo shall, or and shall cause their respective Subsidiaries to, Affiliates to (to the extent permitted by applicable Law and practicable) (i) treat Spinco SpinCo (or the applicable member of the Spinco GroupSpinCo Entity) as a “successor employer” and Parent NOV (or the applicable member of the Parent GroupNOV Entity) as a “predecessor,” within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code, to the extent appropriate, for purposes of taxes imposed under the United States Federal Insurance Contributions Act, as amended (“FICA”), or the United States Federal Unemployment Tax Act, as amended (“FUTA”), (ii) cooperate with each other to avoid, to the extent possible, the restart of FICA and FUTA upon or following the Operational Separation Transfer Date or the Distribution Date, as applicable, with respect to each such Spinco Group Post Distribution Transferred Employee for the tax year during which the Operational Separation Transfer Date or the Distribution Date, as applicable, occurs, and (iii) use commercially reasonable efforts file tax returns, exchange wage payment information, and report wage payments made by the respective predecessor and successor employer on separate IRS Forms W-2 or similar earnings statements to implement each such Post Distribution Transferred Employee for the alternate procedure described tax year in which the Transfer Date occurs, in a manner provided in Section 5 of Revenue Procedure 2004-53; provided, however, that to the extent that Spinco (or the applicable member of the Spinco Group) cannot be treated as a “successor employer” to Parent (or the applicable member of the Parent Group) within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code with respect to any Spinco Group Employee or group of Spinco Group Employees, (x) with respect to the portion of the tax year commencing on January 1, 2020 and ending on the Operational Separation Date or the Distribution Date, as applicable, Parent will (A) be responsible for all payroll obligations, tax withholding and reporting obligations for such Spinco Group Employees, and (B) furnish a Form W-2 or similar earnings statement to all such Spinco Group Employees for such period, and (y) with respect to the remaining portion of such tax year, Spinco will (A) be responsible for all payroll obligations, tax withholding and reporting obligations regarding such Spinco Group Employees, and (B) furnish a Form W-2 or similar earnings statement to all such Spinco Group Employees.

Payroll and Related Taxes. With respect to any Spinco Group Flowco Employee or group of Spinco Group Flowco Employees, the Parties shall, or shall cause their respective Subsidiaries to, (i) treat Spinco Flowco (or the applicable member of the Spinco Flowco Group) as a “successor employer” and Parent Infrastructurco (or the applicable member of the Parent Infrastructurco Group) as a “predecessor,” within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code, for purposes of taxes imposed under the United States Federal Insurance Contributions Act, as amended (“FICA”), or the United States Federal Unemployment Tax Act, as amended (“FUTA”), (ii) cooperate with each other to avoid, to the extent possible, the restart of FICA and FUTA upon before, upon, or following the Operational Separation Date or the Distribution Date, as applicable, Effective Time with respect to each such Spinco Group Flowco Employee for the tax year during which the Operational Separation Date or the Distribution Date, as applicable, Effective Time occurs, and (iii) use commercially reasonable efforts to implement the alternate procedure described in Section 5 of Revenue Procedure 2004-53; provided, however, that to the extent that Spinco that, if Flowco (or the applicable member of the Spinco Flowco Group) cannot be treated as a “successor employer” to Parent SPX (or the applicable member of the Parent Infrastructurco Group) within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code with respect to any Spinco Group Flowco Employee or group of Spinco Group Flowco Employees, (x) with respect to the portion of the tax year commencing on January 1, 2020 2015 and ending on the Operational Separation Date or the Distribution Date, as applicable, Parent SPX will (A) be responsible for all payroll obligations, tax withholding and reporting obligations for such Spinco Group Employees, Flowco Employees and (B) furnish a Form W-2 or similar earnings statement to all such Spinco Group Flowco Employees for such period, and (y) with respect to the remaining portion of such tax year, Spinco Flowco will (A) be responsible for all payroll obligations, tax withholding and reporting obligations regarding such Spinco Group Employees, Flowco Employees and (B) furnish a Form W-2 or similar earnings statement to all such Spinco Group Flowco Employees.

Payroll and Related Taxes. With respect to any Spinco CoalCo Group Employee or group of Spinco CoalCo Group Employees, the Parties shall, or shall cause their respective Subsidiaries to, (i) treat Spinco CoalCo (or the applicable member of the Spinco CoalCo Group) as a “successor employer” and Parent (or the applicable member of the Parent Group) as a “predecessor,” within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code, for purposes of taxes imposed under the United States Federal Insurance Contributions Act, as amended (“FICA”), or the United States Federal Unemployment Tax Act, as amended (“FUTA”), (ii) cooperate with each other to avoid, to the extent possible, the restart of FICA and FUTA upon or following the Operational Separation Date or the Distribution Date, as applicable, with respect to each such Spinco CoalCo Group Employee for the tax year during which the Operational Separation Distribution Date or the Distribution Date, as applicable, occurs, and (iii) use commercially reasonable efforts to implement the alternate procedure described in Section 5 of Revenue Procedure 2004-53; provided, however, that to the extent that Spinco CoalCo (or the applicable member of the Spinco CoalCo Group) cannot be treated as a “successor employer” to Parent (or the applicable member of the Parent Group) within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code with respect to any Spinco CoalCo Group Employee or group of Spinco CoalCo Group Employees, (x) with respect to the portion of the tax year commencing on January 1, 2020 2017 and ending on the Operational Separation Distribution Date or the Distribution Date, as applicable, Parent GasCo will (A) be responsible for all payroll obligations, tax withholding and reporting obligations for such Spinco CoalCo Group Employees, and (B) furnish a Form W-2 or similar earnings statement to all such Spinco CoalCo Group Employees for such period, and (y) with respect to the remaining portion of such tax year, Spinco CoalCo will (A) be responsible for all payroll obligations, tax withholding and reporting obligations regarding such Spinco CoalCo Group Employees, and (B) furnish a Form W-2 or similar earnings statement to all such Spinco CoalCo Group Employees.

Payroll and Related Taxes. With respect to the portion of the tax year ending on and including the day prior to the Distribution Date or Transfer Date, as applicable, Valero will (i) be responsible for all payroll obligations, tax withholding and reporting obligations and (ii) furnish a Form W-2 or similar earnings statement, to all Corner Store Group Employees and Post Distribution Transferred Employees, if any, who were employed by any Spinco member of the Valero Group during such period. With respect to the remaining portion of such tax year, Corner Store will (i) be responsible for all payroll obligations, tax withholding, and reporting obligations regarding Corner Store Group Employees and Post Distribution Transferred Employees and (ii) furnish a Form W-2 or similar earnings statement to all Corner Store Group Employees and Post Distribution Transferred Employees. With respect to each affected Corner Store Group Employee or group of Spinco Group Employeesand Post Distribution Transferred Employee, the Parties Valero and Corner Store shall, or and shall cause their respective Subsidiaries to, Affiliates to (to the extent permitted by applicable Law and practicable) (i) treat Spinco Corner Store (or the applicable member of the Spinco GroupCorner Store Entity) as a “successor employer” and Parent Valero (or the applicable member of the Parent GroupValero Entity) as a “predecessor,” within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code, to the extent appropriate, for purposes of taxes imposed under the United States Federal Insurance Contributions Act, as amended “(“FICA”), or the United States Federal Unemployment Tax Act, as amended (“FUTA”), (ii) cooperate with each other to avoid, to the extent possible, the restart of FICA and FUTA upon or following the Operational Separation Distribution Date or the Distribution Date, as applicable, with respect to each such Spinco Corner Store Group Employee or following the Transfer Date with respect to each Post Distribution Transferred Employee for the tax year during which the Operational Separation Distribution Date or the Distribution Date, as applicable, Transfer Date occurs, and (iii) use commercially reasonable efforts file tax returns, exchange wage payment information, and report wage payments made by the respective predecessor and successor employer on separate IRS Forms W-2 or similar earnings statements to implement each such Corner Store Group Employee for the alternate procedure described tax year in which the Distribution Date or Transfer Date occurs, in a manner provided in Section 5 4.02(1) of Revenue Procedure 2004-53; provided, however, that to the extent that Spinco (or the applicable member of the Spinco Group) cannot be treated as a “successor employer” to Parent (or the applicable member of the Parent Group) within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code with respect to any Spinco Group Employee or group of Spinco Group Employees, (x) with respect to the portion of the tax year commencing on January 1, 2020 and ending on the Operational Separation Date or the Distribution Date, as applicable, Parent will (A) be responsible for all payroll obligations, tax withholding and reporting obligations for such Spinco Group Employees, and (B) furnish a Form W-2 or similar earnings statement to all such Spinco Group Employees for such period, and (y) with respect to the remaining portion of such tax year, Spinco will (A) be responsible for all payroll obligations, tax withholding and reporting obligations regarding such Spinco Group Employees, and (B) furnish a Form W-2 or similar earnings statement to all such Spinco Group Employees.

Payroll and Related Taxes. Subject to the services to be performed by ServiceMaster pursuant to the Transition Services Agreement, with respect to the portion of the tax year ending on and including the Business Separation, ServiceMaster will (i) be responsible for all payroll obligations, tax withholding and reporting obligations regarding, and (ii) furnish a Form W-2 or similar earnings statement to, all TruGreen Employees who were employed by the SVM Group or the TG Group during such period. Subject to the services to be performed by ServiceMaster pursuant to the Transition Services Agreement, with respect to the remaining portion of the tax year, the TG Group will (i) be responsible for all payroll obligations, tax withholding and reporting obligations regarding, all TruGreen Employees, and (ii) furnish a W-2 or similar earning statement to, all TruGreen Employees. With respect to any Spinco Group Employee or group of Spinco Group Employeeseach affected TruGreen Employee, the Parties SVM Group and the TG Group shall, or and shall cause their respective Subsidiaries to, Affiliates to (to the extent practicable and to the extent permitted by applicable Law) (i) treat Spinco TruGreen (or the applicable member of the Spinco TG Group) as a “successor employer” and Parent treat ServiceMaster (or the applicable member of the Parent SVM Group) as a “predecessor,” within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code, to the extent appropriate, for purposes of taxes imposed under the United States Federal Insurance Contributions Act, as amended (“FICA”), or the United States Federal Unemployment Tax Act, as amended (“FUTA”), (ii) cooperate with each other to avoid, to the extent possible, the restart of FICA and FUTA upon or following the Operational Business Separation Date or the Distribution Date, as applicable, with respect to each such Spinco Group TG Employee for the tax year during which the Operational Business Separation Date or the Distribution Date, as applicable, occurs, and (iii) use commercially reasonable efforts file tax returns, exchange wage payment information and report wage payments made by the respective predecessor and successor employer on separate IRS Forms W-2 or similar earnings statements to implement each such TG Employee for the alternate procedure described tax year in which the Business Separation occurs, in a manner provided in Section 5 4.02(1) of Revenue Procedure 2004-53; provided, however, that to the extent that Spinco (or the applicable member of the Spinco Group) cannot be treated as a “successor employer” to Parent (or the applicable member of the Parent Group) within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code with respect to any Spinco Group Employee or group of Spinco Group Employees, (x) with respect to the portion of the tax year commencing on January 1, 2020 and ending on the Operational Separation Date or the Distribution Date, as applicable, Parent will (A) be responsible for all payroll obligations, tax withholding and reporting obligations for such Spinco Group Employees, and (B) furnish a Form W-2 or similar earnings statement to all such Spinco Group Employees for such period, and (y) with respect to the remaining portion of such tax year, Spinco will (A) be responsible for all payroll obligations, tax withholding and reporting obligations regarding such Spinco Group Employees, and (B) furnish a Form W-2 or similar earnings statement to all such Spinco Group Employees.

Payroll and Related Taxes. With respect to any Spinco Group Employee the portion of the tax year ending on and including the Distribution Date, IP will (i) be responsible for all payroll obligations, tax withholding and reporting obligations and (ii) furnish a Form W-2 or group of similar earnings statement to all Spinco Group Employees. With respect to the remaining portion of such tax year, Spinco will (i) be responsible for all payroll obligations, tax withholding, and reporting obligations for the Parties Spinco Group Employees and (ii) furnish a Form W-2 or similar earnings statement to all Spinco Group Employees. With respect to each affected Spinco Group Employee, IP and Spinco shall, or and shall cause their respective Subsidiaries to, Affiliates to (to the extent permitted by applicable Law and practicable) (i) treat Spinco (or the applicable member of the Spinco GroupEntity) as a “successor employer” and Parent IP (or the applicable member of the Parent GroupIP Entity) as a “predecessor,” within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code, to the extent appropriate, for purposes of taxes imposed under the United States Federal Insurance Contributions Act, as amended (“FICA”), or the United States Federal Unemployment Tax Act, as amended (“FUTA”)) and related state unemployment insurance laws, (ii) cooperate with each other to avoid, to the extent possible, the restart of FICA and FUTA and related state unemployment insurance laws upon or following the Operational Separation Distribution Date or the Distribution Date, as applicable, with respect to each such Spinco Group Employee for the tax year during which the Operational Separation Distribution Date or the Distribution Date, as applicable, occurs, and (iii) use commercially reasonable efforts file tax returns, exchange wage payment information, and report wage payments made by the respective predecessor and successor employer on separate IRS Forms W-2 or similar earnings statements to implement each such Spinco Group Employee for the alternate procedure described tax year in which the Distribution Date occurs, in a manner provided in Section 5 4.02(1) of Revenue Procedure 2004-53; provided. Notwithstanding the foregoing provisions of this Section 2.1(c), however, that the matters described herein are subject to the extent that Spinco (or the applicable member Section 4.2 in respect of the Spinco Group) cannot be treated as a “successor employer” to Parent (or the applicable member of the Parent Group) within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code with respect to any Spinco Group Employee or group of Spinco Group Employees, (x) with respect to the portion of the tax year commencing on January 1, 2020 and ending on the Operational Separation Date or the Distribution Date, as applicable, Parent will (A) be responsible for all payroll obligations, tax withholding and reporting obligations for such Spinco Group Employees, and (B) furnish a Form W-2 or similar earnings statement to all such Spinco Group Employees for such period, and (y) with respect to the remaining portion of such tax year, Spinco will (A) be responsible for all payroll obligations, tax withholding and reporting obligations regarding such Spinco Group Employees, and (B) furnish a Form W-2 or similar earnings statement to all such Spinco Group EmployeesIP Stock Plans.

Payroll and Related Taxes. With respect to any Spinco SpinCo Group Employee or group of Spinco SpinCo Group Employees, the Parties shall, or shall cause their respective Subsidiaries to, (i) treat Spinco SpinCo (or the applicable member of the Spinco SpinCo Group) as a “successor employer” and Parent Rayonier (or the applicable member of the Parent Rayonier Group) as a “predecessor,” within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code, for purposes of taxes imposed under the United States Federal Insurance Contributions Act, as amended (“FICA”), or the United States Federal Unemployment Tax Act, as amended (“FUTA”), (ii) cooperate with each other to avoid, to the extent possible, the restart of FICA and FUTA upon or following the Operational Separation Date or the Distribution Date, as applicable, Effective Time with respect to each such Spinco SpinCo Group Employee for the tax year during which the Operational Separation Date or the Distribution Date, as applicable, Effective Time occurs, and (iii) use commercially reasonable reasonably efforts to implement the alternate procedure described in Section 5 of Revenue Procedure 2004-53; provided, howeverhowever that, that to the extent that Spinco SpinCo (or the applicable member of the Spinco SpinCo Group) cannot be treated as a “successor employer” to Parent Rayonier (or the applicable member of the Parent Rayonier Group) within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code with respect to any Spinco SpinCo Group Employee or group of Spinco SpinCo Group Employees, (x) with respect to the portion of the tax year commencing on January 1, 2020 2014 and ending on the Operational Separation Date or the Distribution Date, as applicable, Parent Rayonier will (A) be responsible for all payroll obligations, tax withholding and reporting obligations for such Spinco SpinCo Group Employees, Employees and (B) furnish a Form W-2 or similar earnings statement to all such Spinco SpinCo Group Employees for such period, and (y) with respect to the remaining portion of such tax year, Spinco SpinCo will (A) be responsible for all payroll obligations, tax withholding and reporting obligations regarding such Spinco SpinCo Group Employees, Employees and (B) furnish a Form W-2 or similar earnings statement to all such Spinco SpinCo Group Employees.