Payroll; Tax Reporting and Withholding. (a) Subject to the obligations of the parties as set forth in the Transition Services Agreement, effective as of no later than the Separation Time (or, in the case of any Delayed Transfer Employee, if later, the applicable Delayed Transfer Date), (i) the members of the SpinCo Group shall be solely responsible for providing payroll services (including for any payroll period already in progress) to the SpinCo Employees and for any Liabilities with respect to garnishments of the salary and wages thereof and (ii) the members of the Parent Group shall be solely responsible for providing payroll services (including for any payroll period already in progress) to the Parent Employees and for any Liabilities with respect to garnishments of the salary and wages thereof.
(b) To the extent consistent with the terms of the Tax Matters Agreement, the party that is responsible for making a payment hereunder shall be responsible for (i) making the appropriate withholdings, if any, attributable to such payments and (ii) preparing and filing all related required forms and returns with the appropriate Governmental Authority.
(c) With respect to SpinCo Employees, the parties shall (i) treat the Company (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 U.S. Federal Unemployment Tax Act or the U.S. Federal Insurance Contributions Act, and (ii) cooperate and use reasonable best efforts to implement the alternate procedure described in Section 5 of Revenue Procedure 2004-53.
Payroll; Tax Reporting and Withholding. Upon the exercise of any ------------------------------------- nonqualified stock option, or the disqualifying disposition of stock acquired upon exercise of any incentive stock option, covered by the Employee Benefits Matters Agreement, the employer of the employee exercising such option or making such disqualifying disposition of stock shall be responsible for collecting from the employee and timely remitting to the applicable Taxing Authority any required income, employment, payroll, or other tax withholding with respect to the income to be recognized by such employee as a result of such exercise or disqualifying disposition, and shall include on such employee's annual wage statement or other payroll tax reporting form for the calendar year in which the option is exercised or the disqualifying disposition occurs the amount of such income and withholdings. In addition, upon the exercise of any nonqualified stock option, or the disqualifying disposition of stock acquired upon exercise of any incentive stock option, covered by the Employee Benefits Matters Agreement, the employer of the employee exercising such option or making such disqualifying disposition of stock shall be responsible for paying to any applicable Taxing Authority any Taxes imposed on an employer in connection with such exercise or disqualifying disposition. If an employee exercises an option with respect to, or makes a disqualifying disposition of, other than his or her employer's stock, then the issuer of that stock shall be required to provide the employer with information sufficient to allow the employer to satisfy its withholding and reporting obligations, including, without limitation, the number of option shares exercised or shares disposed of in a disqualifying disposition, the fair market value of the issuer's stock on the date of exercise and, if applicable, the date of disposition, and the option price paid for the stock. The issuer of such stock shall retain the stock to be issued upon the exercise of an option by a person who is not an employee of such issuer until such time as both the exercise price for the stock has been paid and any required withholding with respect to the income to be recognized by such person has been remitted to his or her employer. The employer, if the employer is not the issuer of the stock, shall promptly notify the issuer when such required withholding has been remitted.
Payroll; Tax Reporting and Withholding. (a) Subject to the obligations of the Parties as set forth in the L Brands to VS Transition Services Agreement or any other applicable Ancillary Agreement, effective as of no later than the Distribution Date (or, in the case of any Delayed VS Transfer Employees or Delayed LB Transfer Employees, as applicable, the applicable Delayed Transfer Date), (A) the members of the VS Group shall be solely responsible for providing payroll services (including for any payroll period already in progress) to the VS Employees and for any Liabilities with respect to garnishments of the salary and wages thereof and (B) the members of the L Brands Group shall be solely responsible for providing payroll services (including for any payroll period already in progress) to the L Brands Employees and for any Liabilities with respect to garnishments of the salary and wages thereof.
(b) To the extent permitted by Applicable Law, the Party that is responsible for making a payment hereunder shall be responsible for (i) making the appropriate withholdings, if any, attributable to such payments and (ii) preparing and filing all related required forms and returns with the appropriate Governmental Authority.
(c) With respect to VS Employees, the Parties shall (i) treat VS (or the applicable member of the VS Group) as a “successor employer” and L Brands (or the applicable member of the L Brands 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 U.S. Federal Unemployment Tax Act or the U.S. Federal Insurance Contributions Act, and (ii) cooperate and use reasonable best efforts to implement the alternate procedure described in Section 5 of Revenue Procedure 2004-53.
(d) With respect to Delayed LB Transfer Employees, the Parties shall (i) treat L Brands (or the applicable member of the L Brands Group) as a “successor employer” and VS (or the applicable member of the VS 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 U.S. Federal Unemployment Tax Act or the U.S. Federal Insurance Contributions Act, and (ii) cooperate and use reasonable best efforts to implement the alternate procedure described in Section 5 of Revenue Procedure 2004-53.
Payroll; Tax Reporting and Withholding. (a) Subject to the obligations of the Parties as set forth in the L Brands to VS Transition Services Agreement or any other applicable Ancillary Agreement, effective as of no later than the Distribution Date (or, in the case of any Delayed VS Transfer Employees or Delayed LB Transfer Employees, as applicable, the applicable Delayed Transfer Date), (A) the members of the VS Group shall be solely responsible for providing payroll services (including for any payroll period already in progress) to the VS Employees and for any Liabilities with respect to garnishments of the salary and wages thereof and (B) the members of the L Brands Group shall be solely responsible for providing payroll services (including for any payroll period already in progress) to the L Brands Employees and for any Liabilities with respect to garnishments of the salary and wages thereof.
(b) To the extent permitted by Applicable Law, the Party that is responsible for making a payment hereunder shall be responsible for (i) making the appropriate withholdings, if any, attributable to such payments and (ii) preparing and filing all related required forms and returns with the appropriate Governmental Authority.
Payroll; Tax Reporting and Withholding. (a) Subject to the obligations of the parties as set forth in the Transition Services Agreement, effective as of no later than the Distribution Date, (i) the members of the Loyalty Ventures Group shall be solely responsible for providing payroll services (including for any payroll period already in progress) to the Loyalty Ventures Employees and for any Liabilities with respect to garnishments of the salary and wages thereof and (ii) the members of the ADS Group shall be solely responsible for providing payroll services (including for any payroll period already in progress) to the ADS Employees and for any Liabilities with respect to garnishments of the salary and wages thereof.
(b) To the extent consistent with the terms of the Tax Matters Agreement, the party that is responsible for making a payment hereunder shall be responsible for (i) making the appropriate withholdings, if any, attributable to such payments and (ii) preparing and filing all related required forms and returns with the appropriate Governmental Authority.
