Payroll Tax. The Seller agrees to make a clean cut‑off of payroll and payroll tax reporting with respect to the Affected Employees paying over to the federal, state and city governments those amounts respectively withheld or required to be withheld for periods ending on or prior to the Closing Date. The Seller also agrees to issue, by the date prescribed by IRS Regulations, Forms W‑2 for wages paid through the Closing Date. Except as set forth in this Agreement, Buyer shall be responsible for all payroll and payroll tax obligations after the Closing Date for Affected Employees.
Payroll Tax. Company agrees to make a clean cut-off of payroll and payroll tax reporting with respect to the Affected Employees paying over to the federal, state and city governments those amounts respectively withheld or required to be withheld for periods ending on or prior to the Closing Date. Company also agrees to issue, by the date prescribed by IRS Regulations, Forms W-2 for wages paid through the Closing Date. Except as set forth in this Agreement, Buyer shall be responsible for all payroll and payroll tax obligations after the Closing Date for Affected Employees.
Payroll Tax. The Company will withhold the maximum permissible under Bermuda law from the Employee’s salary, and the balance will be paid by the Company.
Payroll Tax. The Parties agree that, with respect to Active Transferred Employees who accept employment with Buyer as of the Closing Date, they respectively meet the definition of “predecessor” and “successor” as defined in Revenue Procedure 2004 53. For purposes of reporting employee remuneration to the IRS on Forms W-2 and W-3 for the calendar year in which the Closing Date occurs, Company and Buyer shall utilize the “Alternative Procedure” described in Section 5 of Revenue Procedure 2004-53. The Parties agree that, for purposes of reporting employee remuneration for Federal Insurance Contributions Act purposes for the calendar year within which the Closing Date occurs, Company meets the definition of “predecessor” and Buyer meets the definition of “successor” as defined in the IRS Regulation Section 31.3121(a)(1)1(b). Company shall supply, or cause the PEO to supply, Buyer, with respect to all Active Transferred Employees, all cumulative payroll information as of the Closing Date. Notwithstanding the foregoing, Buyer shall not assume any Liability with respect to such cumulative payroll information, and all such Liabilities shall be the sole responsibility of Company, the PEO and Members. Company, the PEO and Members shall pay all such Liabilities as and when due. Each Party shall cooperate in good faith to adopt similar procedures under applicable state, municipal, county, local, foreign or other Laws.
Payroll Tax. Seller agrees to make a clean cut-off of payroll and payroll tax reporting with respect to the Affected Employees paying over to the federal, state and city governments those amounts respectively withheld or required to be withheld for periods ending on or prior to the Effective Time. Seller also agrees to issue, by the date prescribed by IRS Regulations, Form W-2 for wages paid through the Effective Time. Buyer shall be responsible for all payroll and payroll tax obligations after the Effective Time for all Affected Employees.
Payroll Tax. Company agrees to make a clean cut-off of payroll and payroll tax reporting with respect to the Hired Millennix Employees paying over to the federal, state and city governments those amounts respectively withheld or required to be withheld for periods ending on or prior to December 31, 2005. Company also agrees to issue, by the date prescribed by IRS Regulations, Forms W-2 for wages paid through December 31, 2005. Except as set forth in this Agreement, Buyer shall be responsible for all payroll and payroll tax obligations after December 31, 2005 for the Hired Millennix Employees.
Payroll Tax. Buyer, Probex and Seller agree to follow the Standard Procedure specified in Rev. Proc. 84-77, 1984-2 C.B. 753, whereby, among other things, each will be responsible for the reporting duties with respect to its own payments of wages and compensation to employees in connection with the operation of the Purchased Assets. In addition, Seller agrees to provide to Buyer all information reasonably requested by Buyer necessary for Buyer and Buyer Employees to receive credit for payroll tax items already paid by Seller or Buyer Employees for any periods prior to the Closing Date.
Payroll Tax. Seller and Buyer agree that, with respect to Transferred Employees who accept employment with Buyer upon the Closing, they will take the position that they respectively meet the definitions of "predecessor" and "successor" as defined in Revenue Procedure 96-60 and IRS Regulation Section 31.3121(a)(1)-1(b). Absent a mutual agreement to the contrary, Seller and Buyer will use "Standard Procedure" described in Section 4 of Revenue Procedure 96-60. Seller shall supply to Buyer, with respect to all Transferred Employees, all cumulative payroll information as of the Closing Date that Buyer shall reasonably request in order to comply with IRS Regulation Section 31.3121(a)(1)-1(b).
Payroll Tax. Seller agrees to make a clean cut-off of payroll and payroll tax reporting with respect to the Affected Employees paying over to the federal, state and city governments those amounts respectively withheld or required to be withheld for periods ending on or prior to the Closing Date. Seller also agrees to issue, by the date prescribed by IRS Regulations, Forms W-2 for salaries, wages and other compensation paid through the Closing Date. Except as set forth in this Agreement, Purchaser shall be responsible for all payroll and payroll tax obligations with respect to employment compensation accruing after the Closing Date for Affected Employees.
Payroll Tax. Buyer and Seller shall, to the extent that the Company is disregarded for such purposes (with respect to employees of the Company) and to the extent possible, treat Buyer as a "successor employer" and Seller as a "predecessor," within the meaning of IRC Sections 3121(a)(1) and 3306(b)(1), for purposes of Taxes imposed under the United States Federal Unemployment Tax Act or the United States Federal Insurance Contributions Act. Buyer and Seller agree to take all reasonable actions so as to utilize the "Alternate Procedure" described in Section 5 of Revenue Procedure 96-60 if applicable for wage reporting purposes. Each of Buyer and Seller shall cooperate in good faith to adopt similar procedures under applicable state, municipal, county, local, foreign or other laws.
