Common use of Payroll Reporting and Withholding Clause in Contracts

Payroll Reporting and Withholding. (a) Form W-2 Reporting. Choice and Manor Care hereby adopt the "alternative procedure" for preparing and filing IRS Forms W-2 (Wage and Tax Statements), as described in Section 5 of Revenue Procedure 84-77, 1984-2 IRS Cumulative Bulletin 753 ("Rev. Proc. 84-77"). Under this procedure Choice as the successor employer shall provide all required Forms W-2 to all Choice Individuals reflecting all wages paid and taxes withheld by both Manor Care as the predecessor and Choice as the successor employer for the entire year during which the Distribution takes place. Manor Care shall provide all required Forms W-2 to all Retained Individuals reflecting all wages and taxes paid and withheld by Manor Care before, on and after the Distribution Date. In connection with the aforesaid agreement under Rev. Proc. 84-77, each business unit or business operation of Manor Care shall be assigned to either Manor Care or Choice, depending upon whether it is a Retained Business or Choice Business, and each Retained Individual or Choice Individual associated with such business unit or business operation shall be assigned for payroll reporting purposes to Manor Care or Choice, as the case may be. (b) Forms W-4 and W-5. Choice and Manor Care agree to adopt the alternative procedure of Rev. Proc. 84-77 for purposes of filing IRS Forms W-4 (Employee's Withholding Allowance Certificate) and W-5 (Earned Income Credit Advance Payment Certificate). Under this procedure Manor Care shall provide to Choice as the successor employer all IRS Forms W-4 and W-5 on file with respect to each Choice Individual, and Choice will honor these forms until such time, if any, that such Choice Individual submits a revised form. (c) Garnishments, Tax Levies, Child Support Orders, and Wage Assignments. With respect to Employees with garnishments, tax levies, child support orders, and wage assignments in effect with Manor Care on the Cut-off Date, Choice as the successor employer with respect to each Choice Individual shall honor such payroll deduction authorizations and will continue to make payroll deductions and payments to the authorized payee, as specified by the court or governmental order which was filed with Manor Care.

Payroll Reporting and Withholding. (a) Form W-2 Reporting. Choice PriceSmart and Manor Care hereby PEI may adopt the "alternative procedure" for preparing and filing IRS Forms W-2 (Wage and Tax Statements), as described in Section 5 of Revenue Procedure 84-77, 1984-2 IRS Cumulative Bulletin 753 ("Rev. Proc. 84-77"). Under this procedure Choice PriceSmart as the successor employer shall provide all required Forms W-2 to all Choice Individuals Transferred Employees reflecting all wages paid and taxes withheld by both Manor Care PEI as the predecessor and Choice PriceSmart as the successor employer for the entire year during which the Distribution takes place. Manor Care PEI shall provide all required Forms W-2 to all Retained Individuals Employees reflecting all wages and taxes paid and withheld by Manor Care before, on PEI before and after the Distribution Date. In connection with the aforesaid agreement under Rev. Proc. 84-77, each business unit or business operation of Manor Care PEI shall be assigned to either Manor Care PEI or ChoicePriceSmart, depending upon whether it is a Retained Business or Choice a Transferred Business, and each Retained Individual Employee or Choice Individual Transferred Employee associated with such business unit or business operation shall be assigned for payroll reporting purposes to Manor Care PEI or ChoicePriceSmart, as the case may be. PEI and PriceSmart shall be responsible for filing IRS Forms 941 for their respective Employees. (b) Forms W-4 and W-5. Choice PriceSmart and Manor Care agree to PEI may adopt the alternative procedure of Rev. Proc. 84-77 for purposes of filing IRS Forms W-4 (Employee's Withholding Allowance Certificate) and W-5 (Earned Income Credit Advance Payment Certificate). Under this procedure Manor Care PEI shall provide to Choice PriceSmart as the successor employer all IRS Forms W-4 and W-5 on file with respect to each Choice IndividualTransferred Employee, and Choice PriceSmart will honor these forms until such time, if any, that such Choice Individual Transferred Employee submits a revised form. (c) Garnishments, Tax Levies, Child Support Orders, and Wage Assignments. With respect to Employees with garnishments, tax levies, child support orders, and wage assignments in effect with Manor Care PEI on the Cut-off Distribution Date, Choice PriceSmart as the successor employer with respect to each Choice Individual Transferred Employee shall honor such payroll deduction authorizations and will continue to make payroll deductions and payments to the authorized payee, as specified by the court or governmental order which was filed with Manor CarePEI.

Payroll Reporting and Withholding. (a) Form W-2 Reporting. Choice Hi/fn and Manor Care hereby Stac may adopt the "alternative procedure" for preparing and filing IRS Forms W-2 (Wage and Tax Statements), as described in Section 5 of Revenue Procedure 84-77, 1984-2 IRS Cumulative Bulletin 753 ("Rev. Proc. 84-77"). Under this procedure Choice Hi/fn as the successor employer shall provide all required Forms W-2 to all Choice Individuals Hi/fn Employees and Stac Employees who join Hi/fn on or after the Distribution Date reflecting all wages paid and taxes withheld by both Manor Care Stac as the predecessor and Choice Hi/fn as the successor employer for the entire year during which the Distribution takes place. Manor Care Stac shall provide all required Forms W-2 to all Retained Individuals other Stac Employees reflecting all wages and taxes paid and withheld by Manor Care before, on Stac before and after the Distribution Date. In connection with the aforesaid agreement under Rev. Proc. 84-77, each business unit or business operation of Manor Care Stac and Hi/fn shall be assigned to either Manor Care or Choice, depending upon whether it is a Retained Business or Choice Business, and each Retained Individual or Choice Individual associated with such business unit or business operation shall be assigned responsible for payroll reporting purposes to Manor Care or Choice, as the case may befiling IRS Forms 941 for their respective Employees. (b) Forms W-4 and W-5. Choice Hi/fn and Manor Care agree to Stac may adopt the alternative procedure of Rev. Proc. 84-77 for purposes of filing IRS Forms W-4 (Employee's Withholding Allowance Certificate) and W-5 (Earned Income Credit Advance Payment Certificate). Under this procedure Manor Care Stac shall provide to Choice Hi/fn as the successor employer all IRS Forms W-4 and W-5 on file with respect to each Choice IndividualHi/fn Employee, and Choice Hi/fn will honor these forms until such time, if any, that such Choice Individual Hi/fn Employee submits a revised form. (c) Garnishments, Tax Levies, Child Support Orders, and Wage Assignments. With respect to Employees with garnishments, tax levies, child support orders, and wage assignments in effect with Manor Care Stac on the Cut-off Distribution Date, Choice Hi/fn as the successor employer with respect to each Choice Individual Hi/fn Employee shall honor such payroll deduction authorizations and will continue to make payroll deductions and payments to the authorized payee, as specified by the court or governmental order which was filed with Manor CareStac.

Payroll Reporting and Withholding. (a) Form W-2 Reporting. Choice Company and Manor Care hereby Lakes may adopt the "alternative procedure" for preparing and filing IRS Forms W-2 (Wage and Tax Statements), as described in Section 5 of Revenue Procedure 84-77, 1984-2 IRS Cumulative Bulletin 753 ("Rev. Proc. 84-77"). Under this procedure Choice Lakes as the successor employer shall provide all required Forms W-2 to all Choice Lakes Individuals reflecting all wages paid and taxes withheld by both Manor Care Company as the predecessor and Choice Lakes as the successor employer for the entire year during which the Distribution takes place. Manor Care Company shall provide all required Forms W-2 to all Retained Company Individuals reflecting all wages and taxes paid and withheld by Manor Care before, on Company before and after the Distribution Date. In connection with the aforesaid agreement under Rev. Proc. 84-77, each business unit or business operation of Manor Care Company shall be assigned to either Manor Care Company or ChoiceLakes, depending upon whether it is a Company Retained Business or Choice a Lakes Business, and each Retained Company Individual or Choice Lakes Individual associated with such business unit or business operation shall be assigned for payroll reporting purposes to Manor Care Company or ChoiceLakes, as the case may be. Company and Lakes shall be responsible for filing IRS Forms 941 for their respective Employees. (b) Forms W-4 and W-5. Choice Company and Manor Care agree to Lakes may adopt the alternative procedure of Rev. Proc. 84-77 for purposes of filing IRS Forms W-4 (Employee's Withholding Allowance Certificate) and W-5 (Earned Income Credit Advance Payment Certificate). Under this procedure Manor Care procedure, (a) Company shall provide to Choice as the successor employer Lakes all IRS Forms W-4 and W-5 on file with respect Company or any of its subsidiaries in the Company Retained Business and relating to each Choice a Lakes Individual, and Choice Lakes and its subsidiaries in the will honor these forms until such time, if any, that such Choice Lakes Individual submits a revised form; and (b) Lakes shall provide to Company all IRS Forms W-4 and W-5 on file with Lakes or any of its subsidiaries in the Lakes Business and relating to each Company Individual, and Company and its subsidiaries will honor these forms until such time, if any, that such Company Individual submits a revised form. (c) Garnishments, Tax Levies, Child Support Orders, and Wage AssignmentsAssignment. With respect to Employees with garnishments, tax levies, child support orders, and wage assignments in effect with Manor Care Company and its subsidiaries on the Cut-off Distribution Date, Choice as Company and its subsidiaries in the successor employer with respect to each Choice Individual Company Retained Business shall honor such payroll deduction authorizations with respect to Company Individuals, and Lakes and its subsidiaries in the Lakes Business shall honor such payroll deduction authorizations with respect to Lakes Individuals; and each such party will continue to make payroll deductions and payments to the authorized payee, as specified by the court or governmental order which was filed with Manor CareCompany or any of its subsidiaries on or before the Distribution Date. Company shall, as soon as practicable after the Distribution Date, in accordance with Section 7.2, provide Lakes with such information in the possession of Company (and not already in the possession of Lakes) as may be reasonably requested by Lakes and necessary for Lakes to make the payroll deductions and payments to the authorized payee as required by this subsection (c).

Payroll Reporting and Withholding. (a) Form W-2 Reporting. Choice and Manor Care Sunburst hereby adopt the ------------------ "alternative procedure" for preparing and filing IRS Forms W-2 (Wage and Tax Statements), as described in Section 5 of Revenue Procedure 84-77, 1984-2 IRS Cumulative Bulletin 753 ("Rev. Proc. 84-77"). Under this procedure Choice as the successor employer shall provide all required Forms W-2 to all Choice Individuals reflecting all wages paid and taxes withheld by both Manor Care Sunburst as the predecessor and Choice as the successor employer for the entire year during which the Distribution takes place. Manor Care Sunburst shall provide all required Forms W-2 to all Retained Individuals reflecting all wages and taxes paid and withheld by Manor Care Sunburst before, on and after the Distribution Date. In connection with the aforesaid agreement under Rev. Proc. 84-77, each business unit or business operation of Manor Care Sunburst shall be assigned to either Manor Care Sunburst or Choice, depending upon whether it is a Retained Business or Choice Business, and each Retained Individual or Choice Individual associated with such business unit or business operation shall be assigned for payroll reporting purposes to Manor Care Sunburst or Choice, as the case may be. (b) Forms W-4 and W-5. Choice and Manor Care Sunburst agree to adopt the ----------------- alternative procedure of Rev. Proc. 84-77 for purposes of filing IRS Forms W-4 (Employee's Withholding Allowance Certificate) and W-5 (Earned Income Credit Advance Payment Certificate). Under this procedure Manor Care Sunburst shall provide to Choice as the successor employer all IRS Forms W-4 and W-5 on file with respect to each Choice Individual, and Choice will honor these forms until such time, if any, that such Choice Individual submits a revised form. (c) Garnishments, Tax Levies, Child Support Orders, and Wage -------------------------------------------------------- Assignments. With respect to Employees with garnishments, tax levies, child ----------- support orders, and wage assignments in effect with Manor Care Sunburst on the Cut-off Date, Choice as the successor employer with respect to each Choice Individual shall honor such payroll deduction authorizations and will continue to make payroll deductions and payments to the authorized payee, as specified by the court or governmental order which was filed with Manor CareSunburst.

Payroll Reporting and Withholding. (a) Form W-2 Reporting. Choice and Manor Care Sunburst hereby adopt the ------------------ "alternative procedure" for preparing and filing IRS Forms W-2 (Wage and Tax Statements), as described in Section 5 of Revenue Procedure 84-77, 1984-2 IRS Cumulative Bulletin 753 ("Rev. Proc. 84-77"). Under this procedure Choice as the successor employer shall provide all required Forms W-2 to all Choice Individuals reflecting all wages paid and taxes withheld by both Manor Care Sunburst as the predecessor and Choice as the successor employer for the entire year during which the Distribution takes place. Manor Care Sunburst shall provide all required Forms W-2 to all Retained Individuals reflecting all wages and taxes paid and withheld by Manor Care Sunburst before, on and after the Distribution Date. In connection with the aforesaid agreement under Rev. Proc. 84-77, each business unit or business operation of Manor Care Sunburst shall be assigned to either Manor Care Sunburst or Choice, depending upon whether it is a Retained Business or Choice Business, and each Retained Individual or Choice Individual associated with such business unit or business operation shall be assigned for payroll reporting purposes to Manor Care Sunburst or Choice, as the case may be. (b) Forms W-4 and W-5. Choice and Manor Care Sunburst agree to adopt the ----------------- alternative procedure of Rev. Proc. 84-77 for purposes of filing IRS Forms W-4 (Employee's Withholding Allowance Certificate) and W-5 (Earned Income Credit Advance Payment Certificate). Under this procedure Manor Care Sunburst shall provide to Choice as the successor employer all IRS Forms W-4 and W-5 on file with respect to each Choice Individual, and Choice will honor these forms until such time, if any, that such Choice Individual submits a revised form. (c) Garnishments, Tax Levies, Child Support Orders, and Wage -------------------------------------------------------- Assignments. With respect to Employees with ----------- garnishments, tax levies, child support orders, and wage assignments in effect with Manor Care Sunburst on the Cut-off Date, Choice as the successor employer with respect to each Choice Individual shall honor such payroll deduction authorizations and will continue to make payroll deductions and payments to the authorized payee, as specified by the court or governmental order which was filed with Manor CareSunburst.

Payroll Reporting and Withholding. (a) Form W-2 Reporting. Choice Host Marriott Services and Manor Care HMC hereby adopt the "alternative procedure" for preparing and filing IRS Forms W-2 (Wage and Tax Statements), as described in Section 5 of Revenue Procedure 84-77, 1984-2 IRS Cumulative Bulletin 753 ("Rev. Proc. 84-77"). Under this procedure Choice Host Marriott Services as the successor employer shall provide all required Forms W-2 W- 2 to all Choice Host Marriott Services Individuals reflecting all wages paid and taxes withheld by both Manor Care HMC as the predecessor and Choice Host Marriott Services as the successor employer for the entire year during which the Distribution takes place. Manor Care HMC shall provide all required Forms W-2 to all Retained Individuals reflecting all wages and taxes paid and withheld by Manor Care HMC before, on and after the Distribution Date. In connection with the aforesaid agreement under Rev. Proc. 84-77, each business unit or business operation of Manor Care HMC shall be assigned to either Manor Care HMC or ChoiceHost Marriott Services, depending upon whether it is a Retained Business or Choice a Host Marriott Services Business, and each Retained Individual or Choice Host Marriott Services Individual associated with such business unit or business operation shall be assigned for payroll reporting purposes to Manor Care HMC or ChoiceHost Marriott Services, as the case may be. . (b) Forms W-4 and W-5. Choice Host Marriott Services and Manor Care HMC agree to adopt the alternative procedure of Rev. Proc. 84-77 for purposes of filing IRS Forms W-4 (Employee's Withholding Allowance Certificate) and W-5 (Earned Income Credit Advance Payment Certificate). Under this procedure Manor Care HMC shall provide to Choice Host Marriott Services as the successor employer all IRS Forms W-4 and W-5 on file with respect to each Choice Host Marriott Services Individual, and Choice Host Marriott Services will honor these forms until such time, if any, that such Choice Host Marriott Services Individual submits a revised form. . (c) Garnishments, Tax Levies, Child Support Orders, Qualified Medical Child Support Orders, and Wage Assignments. With respect to Employees with garnishments, tax levies, child support orders, qualified medical child support orders, and wage assignments in effect with Manor Care HMC on the Cut-off Date, Choice as the successor employer Host Marriott Services with respect to each Choice Host Marriott Services Individual shall honor such payroll deduction authorizations or court or governmental orders applicable to Host Marriott Services Plans, and will continue to make payroll deductions and payments to the any authorized payee, as specified by the court or governmental order which was filed with Manor CareHMC. Likewise, HMC with respect to each Retained Individual shall honor such payroll deduction authorization or court or governmental orders applicable to HMC Plans and will continue to make payroll deductions and payments to any authorized payee, as specified by the court or governmental order which was filed with HMC.

Payroll Reporting and Withholding. (a) Form FORM W-2 ReportingREPORTING. Choice Hilton and Manor Care hereby Park Place may adopt the "alternative procedure" for preparing and filing IRS Forms W-2 (Wage and Tax Statements), as described in Section 5 of Revenue Procedure 84-77, 1984-2 IRS Cumulative Bulletin 753 ("Rev. ProcREV. PROC. 84-77"). Under this procedure Choice Park Place as the successor employer shall provide all required Forms W-2 to all Choice Park Place Individuals reflecting all wages paid and taxes withheld by both Manor Care Hilton as the predecessor and Choice Park Place as the successor employer for the entire year during which the Distribution takes place. Manor Care Hilton shall provide all required Forms W-2 to all Retained Hilton Individuals reflecting all wages and taxes paid and withheld by Manor Care before, on Hilton before and after the Distribution Date. In connection with the aforesaid agreement under Rev. Proc. 84-77, each business unit or business operation of Manor Care Hilton shall be assigned to either Manor Care Hilton or ChoicePark Place, depending upon whether it is a Hilton Retained Business or Choice a Park Place Business, and each Retained Hilton Individual or Choice Park Place Individual associated with such business unit or business operation shall be assigned for payroll reporting purposes to Manor Care Hilton or ChoicePark Place, as the case may be. Hilton and Park Place shall be responsible for filing IRS Forms 941 for their respective Employees. (b) Forms FORMS W-4 and AND W-5. Choice Hilton and Manor Care agree to Park Place may adopt the alternative procedure of Rev. Proc. 84-77 for purposes of filing IRS Forms W-4 (Employee's Withholding Allowance Certificate) and W-5 (Earned Income Credit Advance Payment Certificate). Under this procedure Manor Care Hilton shall provide to Choice as the successor employer Park Place all IRS Forms W-4 and W-5 on file with respect to each Choice Park Place Individual, and Choice Park Place will honor these forms until such time, if any, that such Choice Park Place Individual submits a revised form. (c) GarnishmentsGARNISHMENTS, Tax LeviesTAX LEVIES, Child Support OrdersCHILD SUPPORT ORDERS, and Wage AssignmentsAND WAGE ASSIGNMENTS. With respect to Employees with garnishments, tax levies, child support orders, and wage assignments in effect with Manor Care Hilton on the Cut-off Distribution Date, Choice as the successor employer with respect to each Choice Individual Park Place shall honor such payroll deduction authorizations with respect to Park Place Individuals and will continue to make payroll deductions and payments to the authorized payee, as specified by the court or governmental order which was filed with Manor CareHilton on or before the Distribution Date, and Hilton will continue to make such payroll deductions and payments to authorized payees with respect to Hilton Individuals. Hilton shall, as soon as practicable after the Distribution Date, in accordance with Section 8.2, provide Park Place with such information in the possession of Hilton (and not already in the possession of Park Place) as may be reasonably requested by Park Place and necessary for Park Place to make the payroll deductions and payments to the authorized payee as required by this subsection (c).