Common use of Payroll and Related Taxes Clause in Contracts

Payroll and Related Taxes. Delta will (i) be responsible for all payroll obligations, tax withholding and reporting obligations regarding Ultra Group Employees who transfer employment for payroll Tax purposes from a Delta Entity to an Ultra Entity with respect to the portion of the tax year occurring prior to the date of transfer (the date of any such transfer (or similar transfer of Delta Group Employees from an Ultra Entity to a Delta Entity), the “Payroll Transfer Date”), and (ii) furnish a Form W-2 or similar earnings statement to all Ultra Group Employees who transfer from a Delta Entity to an Ultra Entity with respect to the period prior to the Payroll Transfer Date. Ultra will (A) be responsible for all payroll obligations, tax withholding, US-DOCS\101492795.4 and reporting obligations regarding Ultra Group Employees (except as set forth above), and (B) furnish a Form W-2 or similar earnings statement to (x) all Ultra Group Employees (other than with respect to the period prior to the Payroll Transfer Date with respect to Ultra Group Employees who transfer from a Delta Entity to an Ultra Entity) and (y) all Delta Group Employees who transfer employment for payroll Tax purposes from an Ultra Entity to a Delta Entity with respect to the period prior to their Payroll Transfer Date. With respect to each Ultra Group Employee who was transferred from a Delta Entity to an Ultra Entity, Delta and Ultra shall, and shall cause their respective Affiliates to (to the extent permitted by applicable Law and practicable) (1) treat Ultra (or the applicable Ultra Entity) as a “successor employer” and Delta (or the applicable Delta 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”), (2) cooperate with each other to avoid, to the extent possible, the restart of FICA and FUTA upon or following the Payroll Transfer Date with respect to each such Ultra Group Employee for the tax year during which the Payroll Transfer Date occurs, and (3) to the extent necessary or appropriate, 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 each such Ultra Group Employee for the tax year in which the Payroll Transfer Date occurs, in a manner provided in Section 4.02(1) of Revenue Procedure 2004-53. With respect to each Delta Group Employee who was transferred from a Ultra Entity to a Delta Entity on or prior to the Distribution Date, Delta and Ultra shall, and shall cause their respective Affiliates to (to the extent permitted by applicable Law and practicable) (x) treat Delta (or the applicable Delta Entity) as the employer under common law and otherwise for purposes of Section 3121(a) of the Code and any state unemployment or similar Laws on and after January 1, 2018 or, if necessary, a “successor employer” and Ultra (or the applicable Ultra 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 FICA or FUTA or under state unemployment or similar Laws, (y) cooperate with each other to avoid, to the extent possible, the restart of FICA and FUTA and state unemployment or similar contributions upon or following the Payroll Transfer Date with respect to each such Delta Group Employee for the tax year during which the Payroll Transfer Date occurs, and (3) to the extent necessary or appropriate, 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 each such Delta Group Employee for the tax year in which the Payroll Transfer Date occurs, in a manner provided in Section 4.02(1) of Revenue Procedure 2004-53.

Payroll and Related Taxes. Delta With respect to the portion of the tax year occurring prior to the day immediately following the Effective Time, Xxxxxxx International will (i) be responsible for all payroll obligations, tax withholding and reporting obligations regarding Ultra Group Employees who transfer employment for payroll Tax purposes from a Delta Entity to an Ultra Entity with respect to the portion of the tax year occurring prior to the date of transfer (the date of any such transfer (or similar transfer of Delta Group Employees from an Ultra Entity to a Delta Entity), the “Payroll Transfer Date”), and (ii) furnish a Form W-2 or similar earnings statement to all Ultra Xxxxxxx Electronics Group Employees who transfer from a Delta Entity to an Ultra Entity with for such period. With respect to the period prior to the Payroll Transfer Date. Ultra remaining portion of such tax year, Xxxxxxx Electronics will (Ai) be responsible for all payroll obligations, tax withholding, US-DOCS\101492795.4 and reporting obligations regarding Ultra Xxxxxxx Electronics Group Employees (except as set forth above), and (Bii) furnish a Form W-2 or similar earnings statement to (x) all Ultra Xxxxxxx Electronics Group Employees (other than with respect Employees. Following the Effective Time, Xxxxxxx International will, to the period prior to extent provided in the Payroll Transfer Date Transition Services Agreement, provide payroll obligations, tax withholding and reporting obligations in accordance with respect to Ultra Group Employees who transfer from a Delta Entity to an Ultra Entity) and (y) all Delta Group Employees who transfer employment for payroll Tax purposes from an Ultra Entity to a Delta Entity with respect to the period prior to their Payroll Transfer Dateterms of the Transition Services Agreement. With respect to each Ultra Xxxxxxx Electronics Group Employee who was transferred from a Delta Entity to an Ultra EntityEmployee, Delta Xxxxxxx International and Ultra Xxxxxxx Electronics shall, and shall cause their respective Affiliates to (to the extent permitted by applicable Law and practicable) ) (1a) treat Ultra Xxxxxxx Electronics (or the applicable Ultra Xxxxxxx Electronics Entity) as a “successor employer” and Delta Xxxxxxx International (or the applicable Delta Xxxxxxx International 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”), (2) cooperate with each other to avoid, to the extent possible, the restart of FICA and FUTA upon or following the Payroll Transfer Date with respect to each such Ultra Group Employee for the tax year during which the Payroll Transfer Date occurs, and (3b) to the extent necessary or appropriate, 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 each such Ultra Xxxxxxx Electronics Group Employee for the tax year in which the Payroll Transfer Date Effective Time occurs, in a manner provided in Section 4.02(14.02(l) of Revenue Procedure 2004-53. With respect to each Delta Group Employee who was transferred from a Ultra Entity to a Delta Entity on or prior to the Distribution Date, Delta and Ultra shall, and shall cause their respective Affiliates to (Except to the extent permitted by applicable Law and otherwise administratively practicable) (x) treat Delta (or the applicable Delta Entity) as the employer under common law and otherwise for purposes of Section 3121(a) of the Code and any state unemployment or similar Laws on and after January 1, 2018 or, if necessary, a “successor employer” and Ultra (or the applicable Ultra 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 FICA or FUTA or under state unemployment or similar Laws, (y) cooperate with each other to avoid, to the extent possible, the restart collection of payroll taxes under FICA and FUTA and state unemployment or similar contributions will restart upon or following the Payroll Transfer Date Effective Time with respect to each such Delta Xxxxxxx Electronics Group Employee for the tax year during which the Payroll Transfer Date Effective Time occurs, and (3) to the extent necessary or appropriate, 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 each such Delta Group Employee for the tax year in which the Payroll Transfer Date occurs, in a manner provided in Section 4.02(1) of Revenue Procedure 2004-53.

Payroll and Related Taxes. Delta will (i) be responsible for all payroll obligations, tax withholding and reporting obligations regarding Ultra Group Employees who transfer employment for payroll Tax purposes from a Delta Entity to an Ultra Entity with respect to the portion of the tax year occurring prior to the date of transfer (the date of any such transfer (or similar transfer of Delta Group Employees from an Ultra Entity to a Delta Entity), the “Payroll Transfer Date”), and (ii) furnish a Form W-2 or similar earnings statement to all Ultra Group Employees who transfer from a Delta Entity to an Ultra Entity with respect to the period prior to the Payroll Transfer Date. Ultra will (A) be responsible for all payroll obligations, tax withholding, US-DOCS\101492795.4 and reporting obligations regarding Ultra Group Employees (except as set forth above), and (B) furnish a Form W-2 or similar earnings statement to (x) all Ultra Group Employees (other than with respect to the period prior to the Payroll Transfer Date with respect to Ultra Group Employees who transfer from a Delta Entity to an Ultra Entity) and (y) all Delta Group Employees who transfer employment for payroll Tax purposes from an Ultra Entity to a Delta Entity with respect to the period prior to their Payroll Transfer Date. With respect to each Ultra Group Employee who was transferred from a Delta Entity to an Ultra Entity, Delta and Ultra shall, and shall cause their respective Affiliates to (to the extent permitted by applicable Law and practicable) who (1) treat Ultra (or the applicable Ultra Entity) as a “successor employer” and Delta (or the applicable Delta 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”), (2) cooperate with each other to avoid, to the extent possible, the restart of FICA and FUTA upon or following the Payroll Transfer Date with respect to each such Ultra Group Employee for the tax year during which the Payroll Transfer Date occurs, and (3) to the extent necessary or appropriate, 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 each such Ultra Group Employee for the tax year in which the Payroll Transfer Date occurs, in a manner provided in Section 4.02(1) of Revenue Procedure 2004-53. With respect to each Delta Group Employee who was transferred from a Ultra Entity to a Delta Entity on or prior to the Distribution Date, Delta and Ultra shall, and shall cause their respective Affiliates to (to the extent permitted by applicable Law and practicable) (x) treat Delta (or the applicable Delta Entity) as the employer under common law and otherwise for purposes of Section 3121(a) of the Code and any state unemployment or similar Laws on and after January 1, 2018 or, if necessary, a “successor employer” and Ultra (or the applicable Ultra 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 FICA or FUTA or under state unemployment or similar Laws, (y) cooperate with each other to avoid, to the extent possible, the restart of FICA and FUTA and state unemployment or similar contributions upon or following the Payroll Transfer Date with respect to each such Delta Group Employee for the tax year during which the Payroll Transfer Date occurs, and (3) to the extent necessary or appropriate, 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 each such Delta Group Employee for the tax year in which the Payroll Transfer Date occurs, in a manner provided in Section 4.02(1) of Revenue Procedure 2004-53.

Payroll and Related Taxes. Delta With respect to the portion of the tax year occurring prior to and including the Effective Time, Leidos will (i) be responsible for all payroll obligations, tax withholding and reporting obligations regarding Ultra Group Employees who transfer employment for payroll Tax purposes from a Delta Entity to an Ultra Entity with respect to the portion of the tax year occurring prior to the date of transfer (the date of any such transfer (or similar transfer of Delta Group Employees from an Ultra Entity to a Delta Entity), the “Payroll Transfer Date”), and (ii) furnish a Form W-2 or similar earnings statement to all Ultra New SAIC Group Employees who transfer from a Delta Entity to an Ultra Entity with for such period. With respect to the period prior to the Payroll Transfer Date. Ultra remaining portion of such tax year, New SAIC will (Ai) be responsible for all payroll obligations, tax withholding, US-DOCS\101492795.4 and reporting obligations regarding Ultra New SAIC Group Employees (except as set forth above), and (Bii) furnish a Form W-2 or similar earnings statement to (x) all Ultra New SAIC Group Employees (other than with respect to the period prior to the Payroll Transfer Date with respect to Ultra Group Employees who transfer from a Delta Entity to an Ultra Entity) and (y) all Delta Group Employees who transfer employment for payroll Tax purposes from an Ultra Entity to a Delta Entity with respect to the period prior to their Payroll Transfer DateEmployees. With respect to each Ultra New SAIC Group Employee who was transferred from a Delta Entity to an Ultra EntityEmployee, Delta Leidos and Ultra New SAIC shall, and shall cause their respective Affiliates to (to the extent permitted by applicable Law and practicable) (1a) treat Ultra New SAIC (or the applicable Ultra New SAIC Entity) as a “successor employer” and Delta Leidos (or the applicable Delta Leidos 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”), ; (2b) cooperate with each other to avoid, to the extent possible, the restart of FICA and FUTA upon or following the Payroll Transfer Date Effective Time with respect to each such Ultra New SAIC Group Employee for the tax year during which the Payroll Transfer Date Effective Time occurs, ; and (3c) to the extent necessary or appropriate, 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 each such Ultra New SAIC Group Employee for the tax year in which the Payroll Transfer Date Effective Time occurs, in a manner provided in Section 4.02(14.02(l) of Revenue Procedure 2004-53. With respect to each Delta Group Employee who was transferred from a Ultra Entity to a Delta Entity on or prior to Notwithstanding the Distribution Dateforegoing, Delta and Ultra shall, and shall cause their respective Affiliates to (to the extent permitted by applicable Law and practicable) (x) treat Delta (or the applicable Delta Entity) as the employer under common law and otherwise for purposes of Section 3121(a) of the Code and any state unemployment or similar Laws on and after January 1, 2018 or, if necessary, a “successor employer” and Ultra (or the applicable Ultra 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 FICA or FUTA or under state unemployment or similar Laws, (y) cooperate with each other to avoid, to the extent possible, the restart of FICA and FUTA and state unemployment or similar contributions upon or following the Payroll Transfer Date with respect to each the pay period ending on September 27, 2013, New SAIC shall reimburse Leidos for all payroll obligations and tax withholding obligations undertaken by Leidos with regard to New SAIC Group Employees. Such reimbursement shall be effected no later than October 7, 2013. Any such Delta Group Employee for reimbursement shall be treated in accordance with the tax year during which the Payroll Transfer Date occurs, and (3) to the extent necessary or appropriate, 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 each such Delta Group Employee for the tax year in which the Payroll Transfer Date occurs, in a manner provided principles set forth in Section 4.02(1) 11.24 of Revenue Procedure 2004-53the Distribution Agreement.