Common use of Payroll Tax Clause in Contracts

Payroll Tax. The Parties agree that, with respect to Active Transferred Employees who accept employment with Buyer as of the Closing Date, Seller and Buyer respectively meet the definition of “predecessor” and “successor” as defined in Revenue Procedure 2004-53. For purposes of reporting employee compensation to the IRS on Forms W-2 and W-3 for the calendar year in which the Closing Date occurs, Seller 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 compensation for Federal Insurance Contributions Act purposes for the calendar year within which the Closing Date occurs, Seller meets the definition of “predecessor” and Buyer meets the definition of “successor” as defined in the IRS Regulation Section 31.3121(a)(1)-(b). Seller shall 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 Seller and Shareholders. Seller and Shareholders 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 or other Laws.

Payroll Tax. The Parties agree that, with respect to Active Transferred Employees who accept employment with Buyer as of the Closing Date, Seller and Buyer they respectively meet the definition of “predecessor” and “successor” as defined in Revenue Procedure 2004-2004 53. For purposes of reporting employee compensation remuneration to the IRS on Forms W-2 and W-3 for the calendar year in which the Closing Date occurs, Seller 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 compensation remuneration for Federal Insurance Contributions Act purposes for the calendar year within which the Closing Date occurs, Seller Company meets the definition of “predecessor” and Buyer meets the definition of “successor” as defined in the IRS Regulation Section 31.3121(a)(1)-(b31.3121(a)(1)1(b). Seller Company shall supply 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 Seller Company, the PEO and ShareholdersMembers. Seller Company, the PEO and Shareholders 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 local, foreign or other Laws.

Payroll Tax. The Parties agree that, with respect to Active Transferred Employees who accept employment with Buyer as of the Closing Date, Seller and Buyer they respectively meet the definition of “predecessor” and “successor” as defined in Revenue Procedure 200496-5360. For purposes of reporting employee compensation remuneration to the IRS on Forms W-2 and W-3 for the calendar year in which the Closing Date occurs, Seller the Companies and Buyer shall utilize the “Alternative Procedure” described in Section 5 of Revenue Procedure 200496-5360. The Parties agree that, for purposes of reporting employee compensation remuneration for Federal Insurance Contributions Act purposes for the calendar year within which the Closing Date occurs, Seller meets the Companies meet the definition of “predecessor” and Buyer meets the definition of “successor” as defined in the IRS Regulation Section 31.3121(a)(1)-(b31.3121(a)(1)1(b). Seller The Companies shall supply Buyer, with respect to all Active Transferred the Company 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 Seller and Shareholdersthe Companies. Seller and Shareholders The Companies shall pay all such Liabilities as and when due. Each Party shall cooperate in good faith to adopt similar procedures under applicable state, provincial, municipal, county, local local, foreign or other Laws.

Payroll Tax. The Parties parties to this Agreement agree that, with respect to Active Transferred Employees who accept employment with Buyer as of the Closing Date, Seller and Buyer they respectively meet the definition of “predecessor” and “successor” as defined in Revenue Procedure 2004-53. For purposes of reporting employee compensation remuneration to the IRS on Forms W-2 and W-3 for the calendar year in which the Closing Date occurs, Seller 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 compensation remuneration for Federal Insurance Contributions Act purposes for the calendar year within which the Closing Date occurs, Seller meets the definition of “predecessor” and Buyer meets the definition of “successor” as defined in the IRS Regulation Section 31.3121(a)(1)-(b31.3121(a)(1)-1(b). Seller shall supply Buyer, with respect to all Active Transferred EmployeesEmployees of Seller, all cumulative payroll information as of the Closing Date. Notwithstanding the foregoing, Buyer shall not assume any Liability Liabilities with respect to such cumulative payroll information, and all such Liabilities shall be the sole responsibility of Seller and ShareholdersSeller. Seller and Shareholders shall pay all such Liabilities as and when due. Each Party party to this Agreement shall cooperate in good faith to adopt similar procedures under applicable state, municipal, county, local local, foreign or other Laws.

Payroll Tax. The Parties agree that, with respect to Active Transferred Employees who accept employment with Buyer as of the Closing Date, Seller and Buyer they respectively meet the definition of “predecessor” and “successor” as defined in Revenue Procedure 2004-53. For purposes of reporting employee compensation remuneration to the IRS on Forms W-2 and W-3 for the calendar year in which the Closing Date occurs, Seller the Company and Buyer shall utilize the “Alternative Standard Procedure” described in Section 5 4 of Revenue Procedure 2004-53. The Parties agree that, for purposes of reporting employee compensation remuneration for the Federal Insurance Contributions Act purposes for the calendar year within which the Closing Date occurs, Seller the Company meets the definition of “predecessor” and Buyer meets the definition of “successor” as defined in the IRS Regulation Section 31.3121(a)(1)-(b31.3121(a)(1)-1(b). Seller The Company shall supply 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 any inaccuracy related to such cumulative payroll informationinformation as of the Closing Date that is supplied by the Company or the PEO, and all such Liabilities shall be the sole responsibility of Seller the Company, the PEO and the Shareholders. Seller and Shareholders 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 local, foreign or other Laws.

Payroll Tax. The Parties agree that, with respect to Active Transferred Employees who accept employment with Buyer as of the Closing Date, Seller and Buyer they respectively meet the definition of “predecessor” and “successor” as defined in Revenue Procedure 2004-2004 53. For purposes of reporting employee compensation remuneration to the IRS on Forms W-2 and W-3 for the calendar year in which the Closing Date occurs, Seller Company and Buyer shall utilize the “Alternative Procedure” described in Section 5 of Revenue Procedure 2004-2004 53. The Parties agree that, for purposes of reporting employee compensation remuneration for Federal Insurance Contributions Act purposes for the calendar year within which the Closing Date occurs, Seller Company meets the definition of “predecessor” and Buyer meets the definition of “successor” as defined in the IRS Regulation Section 31.3121(a)(1)-(b31.3121(a)(1)1(b). Seller Company shall 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 Seller Company and Shareholders. Seller Company and Shareholders 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 local, foreign or other Laws.