Pursuant to Treasury Reg. 31.3121(a)(1)-1(b), for purposes of FICA tax withholding, the Purchaser shall treat all wages (within the meaning of Section 3121(a) of the Code) paid by the Company in 2004 to each Employee employed by the Purchaser immediately after the Closing Date as paid by the Purchaser. Pursuant to Section 5 of Rev. Proc. 96-60, 1996-2 C.B. 399, the Purchaser and the Company agree that the Form W-2 (Employee’s Wage and Tax Statement) furnished by the Purchaser to each Employee employed by the Purchaser immediately after the Closing shall include wages and other compensation paid, and taxes withheld, during 2004 by each of the Company and the Purchaser. At or prior to the Closing, the Company shall transfer to the Purchaser a current Form W-4 (Employee’s Withholding Allowance Certificate) for each Employee employed by the Purchaser immediately after the Closing. The Company and the Purchaser agree to include a statement (with the relevant information described in Section 5 of Rev. Proc. 96-60) with their respective Forms 941 (Employer’s Quarterly Tax Return) for the calendar quarter during which the Closing occurs, apprising the Internal Revenue Service of the foregoing arrangements.
Appears in 4 contracts
Samples: Purchase and Sale Agreement (TNS Inc), Purchase and Sale Agreement (TNS Inc), Purchase and Sale Agreement (U S Wireless Data Inc)
Pursuant to Treasury Reg. Section 31.3121(a)(1)-1(b), for purposes of FICA tax withholding, the Purchaser shall treat all wages (within the meaning of Section 3121(a) of the Code) paid by the Company in 2004 1997 to each Employee employed by the Purchaser immediately after the Closing Date as paid by the Purchaser. Pursuant to Section 5 of Rev. Proc. 9684-6077, 19961984-2 C.B. 399753, the Purchaser and the Company agree that the Form W-2 (Employee’s 's Wage and Tax Statement) furnished by the Purchaser to each Employee employed by the Purchaser immediately after the Closing shall include wages and other compensation paid, and taxes withheld, during 2004 1997 by each of the Company and the Purchaser. At or prior to the Closing, the Company shall transfer to the Purchaser a current Form W-4 (Employee’s 's Withholding Allowance Certificate) for each Employee employed by the Purchaser immediately after the Closing. The Company and the Purchaser agree to include a statement (with the relevant information described in Section 5 of Rev. Proc. 9684-6077) with their respective Forms 941 (Employer’s 's Quarterly Tax Return) for the calendar quarter during which the Closing occurs, apprising the Internal Revenue Service of the foregoing arrangements.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Norton McNaughton Inc)
Pursuant to Treasury Reg. ss. 31.3121(a)(1)-1(b), for purposes of FICA tax withholding, the Purchaser shall treat all wages (within the meaning of Section 3121(a) of the Code) paid by either of the Company Companies in 2004 1998 to each Transferred Employee employed by the Purchaser immediately after the Closing Date as paid by the Purchaser. Pursuant to Section 5 of Rev. Proc. 96-60, 1996-2 C.B. 399, the Purchaser and each of the Company Companies agree that the Form W-2 (Employee’s 's Wage and Tax Statement) furnished by the Purchaser to each Transferred Employee employed by the Purchaser immediately after the Closing shall include wages and other compensation paid, and taxes withheld, during 2004 1998 by each either of the Company Companies and the Purchaser. At or prior to the Closing, each of the Company Companies shall transfer to the Purchaser a current Form W-4 (Employee’s 's Withholding 53 53 Allowance Certificate) for each Employee employed by Transferred Employee. Each of the Purchaser immediately after the Closing. The Company Companies and the Purchaser agree to include a statement (with the relevant information described in Section 5 of Rev. Proc. 96-60) with their respective Forms 941 (Employer’s 's Quarterly Tax Return) for the calendar quarter during which the Closing occurs, apprising the Internal Revenue Service of the foregoing arrangements.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Norton McNaughton Inc)
Pursuant to Treasury Reg. 31.3121(a)(1)-1(b), for purposes of FICA tax withholding, the Purchaser Buyer shall treat all wages (within the meaning of Section 3121(a) of the Code) paid by the Company Seller in 2004 2006 to each Employee employed by the Purchaser Buyer immediately after the Closing Date as paid by the PurchaserBuyer. Pursuant to Section 5 of Rev. Proc. 962004-6053, 19962004-2 C.B. 39934 I.R.B. 320, the Purchaser Buyer, Caraustar and the Company Xxxxxxx agree that the Form W-2 (Employee’s Wage and Tax Statement) furnished by the Purchaser Buyer to each Employee employed by the Purchaser Buyer immediately after the Closing shall include wages and other compensation paid, and taxes withheld, during 2004 2006 by each of the Company Caraustar, Xxxxxxx and the PurchaserBuyer. At or prior to the Closing, the Company each of Xxxxxxx and Caraustar shall transfer to the Purchaser Buyer a current Form W-4 (Employee’s Withholding Allowance Certificate) for each Employee employed by the Purchaser Buyer immediately after the Closing. The Company Caraustar, Xxxxxxx and the Purchaser Buyer agree to include a statement (with the relevant information described in Section 5 of Rev. Proc. 962004-6053) with their respective Forms 941 (Employer’s Quarterly Tax Return) for the calendar quarter during which the Closing occurs, apprising the Internal Revenue Service of the foregoing arrangementsarrangements and to reasonably cooperate with each other to comply with Rev. Proc. 2004-53.
Appears in 1 contract
Samples: Asset Purchase Agreement (Caraustar Industries Inc)