Common use of Payroll; Tax Reporting and Withholding Clause in Contracts

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. (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 Lithium Group shall be solely responsible for providing payroll services (including for any payroll period already in progress) to the SpinCo Lithium 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 Lithium Employees, the parties shall (i) treat the Company (or the applicable member of the SpinCo Lithium 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. (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 Lithium Group shall be solely responsible for providing payroll services (including for any payroll period already in progress) to the SpinCo Lithium 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 Lithium Employees, the parties shall (i) treat the Company (or the applicable member of the SpinCo Lithium 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.. ARTICLE X

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 Lithium Group shall be solely responsible for providing payroll services (including for any payroll period already in progress) to the SpinCo Lithium Employees and for any Liabilities with respect to garnishments of the salary and wages thereof and (iii) 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 (iii) preparing and filing all related required forms and returns with the appropriate Governmental Authority. (c) With respect to SpinCo Lithium Employees, the parties shall (i) treat the Company (or the applicable member of the SpinCo Lithium 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 (iii) 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 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 Distribution Date), (i) the members of the SpinCo Kontoor Brands Group shall be solely responsible for providing payroll services (including for any payroll period already in progress) to the SpinCo Kontoor Brands Employees and for any Liabilities with respect to garnishments of the salary and wages thereof and (ii) the members of the Parent VF Group shall be solely responsible for providing payroll services (including for any payroll period already in progress) to the Parent VF 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 Kontoor Brands Employees, the parties shall (i) treat the Company Kontoor Brands (or the applicable member of the SpinCo Kontoor Brands Group) as a “successor employer” and Parent VF (or the applicable member of the Parent VF 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.