Common use of Standard Procedure Clause in Contracts

Standard Procedure. Pursuant to the “Standard Procedure” provided in Section 5 of Revenue Procedure 96-60, 1996-2 C.B. 399, (i) Purchaser and Seller shall report on a predecessor/successor basis as set forth therein, (ii) Seller will not be relieved from filing a Form W-2 with respect to any Transferred Employees and (iii) Purchaser will undertake to file (or cause to be filed) a Form W-2 for each such Transferred Employee with respect to the portion of the year during which such Employees are employed by Purchaser that includes the Closing Date, excluding the portion of such year that such Employee was employed by Seller or its Subsidiaries.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Attis Industries Inc.), Asset Purchase Agreement, Asset Purchase Agreement (Attis Industries Inc.)

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Standard Procedure. Pursuant to the “Standard Procedure” provided in Section 5 4 of Revenue Procedure 962004-60, 1996-2 C.B. 39953, (i) Purchaser and Seller Sellers shall report on a predecessor/successor basis as set forth therein, (ii) Seller Sellers will not be relieved from filing a Form W-2 with respect to any Transferred Employees Employees, and (iii) Purchaser will undertake to file (or cause to be filed) a Form W-2 for each such Transferred Employee with respect to the portion of the year during which such Transferred Employees are employed by Purchaser that includes the Closing Date, excluding the portion of such year that such Employee was Transferred Employees were employed by Seller Sellers or its their Subsidiaries.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Lenox Group Inc), Asset Purchase Agreement (Lenox Group Inc), Asset Purchase Agreement (Lenox Group Inc)

Standard Procedure. Pursuant to the “Standard Procedure” provided in Section 5 of Revenue Procedure 96-6096‑60, 1996-2 1996‑2 C.B. 399, (i) Purchaser and Seller Sellers shall report on a predecessor/successor basis as set forth therein, (ii) Seller Sellers will not be relieved from filing a Form W-2 W‑2 with respect to any Transferred Employees Employees, and (iii) Purchaser will undertake to file (or cause to be filed) a Form W-2 W‑2 for each such Transferred Employee only with respect to the portion of the year during which such Employees employees are employed by Purchaser that includes the Closing Date, excluding the portion of such year that such Employee employee was employed by Seller or its Subsidiariesany Seller.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Sonendo, Inc.), Asset Purchase Agreement (Biolase, Inc)

Standard Procedure. Pursuant to the “Standard Procedure” provided in Section 5 4 of Revenue Procedure 96-602004 53, 1996-2004 2 C.B. 399320, (ia) Purchaser and Seller shall report on a predecessor/successor basis as set forth therein, (iib) Seller will not be relieved from filing a Form W-2 with respect to any Transferred Employees and (iiic) Purchaser will undertake to file (or cause to be filed) a Form W-2 for each such Transferred Employee with respect to the portion of the year during which such Transferred Employees are employed by Purchaser that includes the Closing Date, excluding the portion of such year that such Transferred Employee was employed by Seller or its SubsidiariesSeller.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Maxeon Solar Technologies, Ltd.), Asset Purchase Agreement (Complete Solaria, Inc.)

Standard Procedure. Pursuant to the “Standard Procedure” provided in Section section 5 of Revenue Procedure 962004-6053, 19962004-2 C.B. 39934 I.R.B. 320, (i) Purchaser and Seller shall report on a predecessor/successor basis as set forth therein, (ii) Seller will shall not be relieved from filing a Form W-2 with respect to any Transferred Employees Employees, and (iii) Purchaser will shall undertake to file (or cause to be filed) a Form W-2 for each such Transferred Employee only with respect to the portion of the year during which such Transferred Employees are employed by Purchaser that includes the Closing Date, excluding the portion of such year that such Transferred Employee was employed by Seller or its SubsidiariesSeller.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Interface Security Systems, L.L.C.), Asset Purchase Agreement (Interface Security Systems Holdings Inc)

Standard Procedure. Pursuant to the “Standard Procedure” provided in Section section 5 of Revenue Procedure 96-60, 1996-2 C.B. 399, (i) Purchaser and Seller shall report on a predecessor/successor basis as set forth therein, (ii) Seller will not be relieved from filing a Form W-2 with respect to any Transferred Employees Employees, and (iii) Purchaser will undertake to file (or cause to be filed) a Form W-2 for each such Transferred Employee with respect to the portion of the year during which such Employees are employed by Purchaser that includes the Closing Date, excluding the portion of such year that such Employee was employed by Seller or its SubsidiariesSeller.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Bell Industries Inc /New/), Asset Purchase Agreement (Bell Industries Inc /New/)

Standard Procedure. Pursuant to the “Standard Procedure” provided in Section section 5 of Revenue Procedure 96-60, 1996-2 C.B. 399, (i) Purchaser and Seller Sellers shall report on a predecessor/successor basis as set forth therein, (ii) Seller Sellers will not be relieved from filing a Form W-2 with respect to any Transferred Employees Employees, and (iii) Purchaser will undertake to file (or cause to be filed) a Form W-2 for each such Transferred Employee with respect to the portion of the year during which such Employees are employed by Purchaser that includes the Closing Date, excluding the portion of such year that such Employee was employed by Seller or its Subsidiariesa Seller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Headwaters Inc)

Standard Procedure. Pursuant to the “Standard Procedure” provided in Section 5 4 of Revenue Procedure 962004-6053, 19962004-2 C.B. 399320, (i) Purchaser and Seller shall report on a predecessor/successor basis as set forth therein, (ii) Seller will not be relieved from filing a Form W-2 with respect to any Transferred Employees Employees, and (iii) Purchaser will undertake to file (or cause to be filed) a Form W-2 for each such Transferred Employee only with respect to the portion of the year during which such Employees are employed by Purchaser that includes the Closing Date, excluding the portion of such year that such Employee was employed by Seller or its Subsidiaries.

Appears in 1 contract

Samples: Asset Purchase Agreement (Essex Rental Corp.)

Standard Procedure. Pursuant to the “Standard Procedure” provided in Section 5 section 4 of Revenue Procedure 962004-6053, 19962004-2 C.B. 39934 I.R.B. 320, (i) Purchaser and Seller Sellers shall report on a predecessor/successor basis as set forth therein, (ii) Seller Sellers will not be relieved from filing a Form W-2 with respect to any Transferred Employees Employees, and (iii) Purchaser will undertake to file (or cause to be filed) a Form W-2 for each such Transferred Employee only with respect to the portion of the year during which such Employees are employed by the Purchaser that includes the Closing Date, excluding the portion of such year that such Employee was employed by Seller or its Subsidiariesthe U.S. Sellers.

Appears in 1 contract

Samples: Asset Purchase Agreement (International Wire Group Inc)

Standard Procedure. Pursuant to the “Standard Procedure” provided in Section 5 section 4 of Revenue Procedure 962004-60, 1996-2 C.B. 39953, (i) Purchaser and Seller shall report on a predecessor/successor basis as set forth therein, (ii) Seller will not be relieved from filing a Form W-2 with respect to any Transferred Employees Employees, and (iii) Purchaser will undertake to file (or cause to be filed) a Form W-2 for each such Transferred Employee only with respect to the portion of the year during which such Employees are employed by the Purchaser that includes the Closing DateDate (or later date of hire by Purchaser or its Affiliates applicable to any Transferred Employee), excluding the portion of such year that such Employee was employed by Seller or its the Selling Subsidiaries.. ARTICLE IX

Appears in 1 contract

Samples: Asset Purchase Agreement (DZS Inc.)

Standard Procedure. Pursuant to the “Standard Procedure” provided in Section 5 4 of Revenue Procedure 962004-60, 199653 I.R.B. 2004-2 C.B. 39934, (ia) Purchaser and Seller shall report on a predecessor/successor basis as set forth therein, (iib) Seller will not be relieved from filing a Form W-2 with respect to any Transferred Employees Employees, and (iiic) Purchaser will undertake to file (or cause to be filed) a Form W-2 for each such Transferred Employee only with respect to the portion of the year during which such Employees are employed by the Purchaser that includes the Closing Date, excluding the portion of such year that such Employee was employed by Seller or its SubsidiariesSeller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Darling International Inc)

Standard Procedure. Pursuant to the “Standard Procedure” provided in Section 5 4 of Revenue Procedure 962004-6053, 19962004-2 C.B. 39934 IRB 320, (i) Purchaser and Seller shall report on a predecessor/successor basis as set forth therein, (ii) Seller will not be relieved from filing a Form W-2 W 2 with respect to any Transferred Employees Employees, and (iii) Purchaser will undertake to file (or cause to be filed) a Form W-2 W 2 for each such Transferred Employee only with respect to the portion of the year during which such Employees are employed by the Purchaser that includes the Closing Date, excluding the portion of such year that such Employee was employed by Seller or its SubsidiariesSeller.

Appears in 1 contract

Samples: Asset Purchase Agreement (First Horizon National Corp)

Standard Procedure. Pursuant to the “Standard Procedure” provided in Section 5 section 4 of Revenue Procedure 962004-6053, 19962004-2 C.B. 39934 IRB 320, (ia) Purchaser and each Seller shall report on a predecessor/successor basis as set forth therein, (iib) no Seller will not be relieved from filing a Form W-2 W‑2 with respect to any Transferred Employees and (iiic) Purchaser will undertake to file (or cause to be filed) a Form W-2 W‑2 for each such Transferred Employee only with respect to the portion of the year during which such Employees are employed by Purchaser that includes the Closing Date, excluding the portion of such year that such Employee was employed by Seller or its Subsidiariesany Seller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Core-Mark Holding Company, Inc.)

Standard Procedure. Pursuant to the “Standard Procedure” provided in Section section 5 of Revenue Procedure 96-60, 1996-2 C.B. 399, (i) Purchaser and Seller shall report on a predecessor/successor basis as set forth therein, (ii) Seller will not be relieved from filing a Form W-2 with respect to any Transferred Employees Employees, and (iii) Purchaser will undertake to file (or cause to be filed) a Form W-2 for each such Transferred Employee only with respect to the portion of the year during which such Employees are employed by the Purchaser that includes the Closing Date, excluding the portion of such year that such Employee was employed by Seller or its the Subsidiaries.

Appears in 1 contract

Samples: Asset Purchase Agreement (Exabyte Corp /De/)

Standard Procedure. Pursuant to the “Standard Procedure” provided in Section 5 section 4 of Revenue Procedure 962004-6053, 19962004-2 C.B. 39934 IRB 320, (i) Purchaser and Seller shall report on a predecessor/successor basis as set forth therein, (ii) Seller will not be relieved from filing a Form W-2 with respect to any Transferred Employees Offered Employees, and (iii) Purchaser will undertake to file (or cause to be filed) a Form W-2 for each such Transferred Offered Employee only with respect to the portion of the year during which such Employees are employed by the Purchaser that includes the Closing Date, excluding the portion of such year that such Employee was employed by Seller or its SubsidiariesSeller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Core-Mark Holding Company, Inc.)

Standard Procedure. Pursuant to the “Standard Procedure” provided in Section section 5 of Revenue Procedure 96-96 60, 1996-1996 2 C.B. 399, (i) Purchaser and Seller shall report on a predecessor/successor basis as set forth therein, (ii) Seller will not be relieved from filing a Form W-2 W 2 with respect to any Transferred Employees Employees, and (iii) Purchaser will undertake to file (or cause to be filed) a Form W-2 W 2 for each such Transferred Employee with respect to the portion of the year during which such Employees are employed by Purchaser that includes the Closing Date, excluding the portion of such year that such Employee was employed by Seller or its Subsidiaries.

Appears in 1 contract

Samples: Asset Purchase Agreement (Global Crossing LTD)

Standard Procedure. Pursuant to the “Standard Procedure” provided in Section 5 4 of Revenue Procedure 96-60, 1996-2 C.B. 399, as amended and expanded by Rev. Proc. 2004-53, IRS 2004-34 (August 18, 2004), (i) Purchaser and Seller shall report on a predecessor/successor basis as set forth therein, (ii) Seller will not be relieved from filing a Form W-2 with respect to any Transferred Employees Employees, and (iii) Purchaser will undertake to file (or cause to be filed) a Form W-2 for each such Transferred Employee only with respect to the portion of the year during which such Employees are employed by the Purchaser that includes the Closing Date, excluding the portion of such year that such Employee was employed by Seller or its the Subsidiaries.

Appears in 1 contract

Samples: Asset Purchase Agreement (Netbank Inc)

Standard Procedure. Pursuant to the “Standard Procedure” provided in Section section 5 of Revenue Procedure 962004-6053, 19962004-2 C.B. 39934 I.R.B. 320, (i) Purchaser and Seller shall report on a predecessor/successor basis as set forth therein, (ii) Seller will not be relieved from filing a Form W-2 with respect to any Transferred Employees Employees, and (iii) Purchaser will undertake to file (or cause to be filed) a Form W-2 for each such Transferred Employee only with respect to the portion of the year during which such Employees are employed by Purchaser that includes the Closing DateTime, excluding the portion of such year that such Employee was employed by Seller or its SubsidiariesSeller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Goodman Networks Inc)

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Standard Procedure. Pursuant to the “Standard Procedure” provided in Section section 5 of Revenue Procedure 96-60, 1996-2 C.B. 399, (i) Purchaser the Buyer and the Seller shall report on a predecessor/successor basis as set forth therein, (ii) the Seller will not be relieved from filing a Form W-2 with respect to any Transferred Employees Employees, and (iii) Purchaser the Buyer will undertake to file (or cause to be filed) a Form W-2 for each such Transferred Employee only with respect to the portion of the year during which such Employees employees are employed by Purchaser the Buyer that includes the Closing Date, excluding the portion of such year that such Employee employee was employed by Seller or its Subsidiariesthe Seller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Stratum Holdings, Inc.)

Standard Procedure. Pursuant to the “Standard Procedure” provided in Section section 5 of Revenue Procedure 96-60, 1996-2 C.B. 399, (i) Purchaser and Seller shall report on a predecessor/successor basis as set forth therein, (ii) Seller will shall not be relieved from filing a Form W-2 with respect to any Transferred Employees Employees, and (iii) Purchaser will shall undertake to file (or cause to be filed) a Form W-2 for each such Transferred Employee with respect to the portion of the year during which such Employees are employed by Purchaser that includes the Closing Date, excluding the portion of such year that such Employee was employed by Seller or its SubsidiariesSeller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Bell Industries Inc /New/)

Standard Procedure. Pursuant to the "Standard Procedure" provided in Section 5 of Revenue Procedure 96-60, 1996-2 C.B. 399, (i) Purchaser Purchasers and Seller Sellers shall report on a predecessor/successor basis as set forth therein, (ii) Seller Sellers will not be relieved from filing a Form W-2 with respect to any Transferred Employees Employees, and (iii) Purchaser Purchasers will undertake to file (or cause to be filed) a Form W-2 for each such Transferred Employee with respect to the portion of the year during which such Employees are employed by Purchaser Purchasers that includes the Closing Date, excluding the portion of such year that such Employee was employed by Seller or its SubsidiariesSellers.

Appears in 1 contract

Samples: Asset Purchase Agreement (Twinlab Corp)

Standard Procedure. Pursuant to the “Standard Procedure” provided in Section 5 4 of Revenue Procedure 96-60, 1996-2 C.B. 399, (i) Purchaser and Seller shall report on a predecessor/successor basis as set forth therein, (ii) Seller will not be relieved from filing a Form W-2 with respect to any Transferred Employees Employees, and (iii) Purchaser will undertake to file (or cause to be filed) a Form W-2 for each such Transferred Employee only with respect to the portion of the year during which such Employees are employed by the Purchaser that includes the Closing Date, excluding the portion of such year that such Employee was employed by Seller or its the Subsidiaries.

Appears in 1 contract

Samples: Asset Purchase Agreement (New York Mortgage Trust Inc)

Standard Procedure. Pursuant to the “Standard Procedure” provided in Section 5 section 4 of Revenue Procedure 962004-60, 1996-2 C.B. 39953, (i) Purchaser and Seller shall report on a predecessor/successor basis as set forth therein, (ii) Seller will not be relieved from filing a Form W-2 with respect to any Transferred Employees Employees, and (iii) Purchaser will undertake to file (or cause to be filed) a Form W-2 for each such Transferred Employee only with respect to the portion of the year during which such Employees are employed by the Purchaser that includes the Closing Date, excluding the portion of such year that such Employee was employed by Seller or its Subsidiaries.

Appears in 1 contract

Samples: Asset Purchase Agreement (Technology Solutions Company)

Standard Procedure. Pursuant to the "Standard Procedure" provided in Section 5 of Revenue Procedure 96-60, 1996-2 C.B. 399, (i) Purchaser and Seller Sellers shall report on a predecessor/successor basis as set forth therein, (ii) Seller Sellers will not be relieved from filing a Form W-2 with respect to any Transferred Employees Transferring Employees, and (iii) Purchaser will undertake to file (or cause to be filed) a Form W-2 for each such Transferred Transferring Employee with respect to the portion of the year during which such Employees are employed by Purchaser that includes the Closing Date, excluding the portion of such year that such Employee was employed by Seller or its Subsidiariessuch Seller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Impath Inc)

Standard Procedure. Pursuant to the “Standard Procedure” provided in Section 5 section 4 of Revenue Procedure 962004-6053, 19962004-2 C.B. 39934 I.R.B. 320, (i) Purchaser and Seller shall report on a predecessor/successor basis as set forth therein, (ii) Seller will not be relieved from filing a Form W-2 with respect to any Transferred Employees Employees, and (iii) Purchaser will undertake to file (or cause to be filed) a Form W-2 for each such Transferred Employee with respect to the portion of the year during which such Employees are employed by Purchaser that includes the Closing Date, excluding the portion of such year that such Employee was employed by Seller or its SubsidiariesSeller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Hollywood Media Corp)

Standard Procedure. Pursuant to the "Standard Procedure" provided in Section 5 4 of Revenue Procedure 962004-6053, 19962004-2 C.B. 399CB 320, (i) Purchaser and Seller shall report on a predecessor/successor basis as set forth therein, (ii) Seller will not be relieved from filing a Form W-2 W‑2 with respect to any Transferred Employees Employees, and (iii) Purchaser will undertake to file (or cause to be filed) a Form W-2 W‑2 for each such Transferred Employee with respect to the portion of the year during which such Employees are employed by Purchaser that includes the Closing Date, excluding the portion of such year that such Employee was employed by Seller or its SubsidiariesAffiliates.

Appears in 1 contract

Samples: Asset Purchase Agreement (Cenveo, Inc)

Standard Procedure. Pursuant to the “Standard Procedure” provided in Section section 5 of Revenue Procedure 962004-6053, 1996I.R.B. 2004-2 C.B. 39934, (i) Purchaser Buyer and the applicable Seller shall report on a predecessor/successor basis as set forth therein, (ii) Seller Sellers will not be relieved from filing a Form W-2 with respect to any Transferred Employees Employees, and (iii) Purchaser Buyer will undertake to file (or cause to be filed) a Form W-2 for each such Transferred Employee only with respect to the portion of the year during which such Employees are employed by Purchaser the Buyer that includes the Closing Date, excluding the portion of such year that such Employee was employed by Seller or its Subsidiariesany Seller.

Appears in 1 contract

Samples: Purchase Agreement (American Skiing Co /Me)

Standard Procedure. Pursuant to the “Standard Procedure” provided in Section 5 of Revenue Procedure 96-60, 1996-2 C.B. 399, (i) Purchaser and Seller Sellers shall report on a predecessor/successor basis as set forth therein, (ii) Seller Sellers will not be relieved from filing a Form W-2 with respect to any Transferred Employees Transferring Employees, and (iii) Purchaser will undertake to file (or cause to be filed) a Form W-2 for each such Transferred Transferring Employee with respect to the portion of the year during which such Employees are employed by Purchaser that includes the Closing Date, excluding the portion of such year that such Employee was employed by Seller or its Subsidiariessuch Seller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Impac Medical Systems Inc)

Standard Procedure. Pursuant to the “Standard Procedure” provided in Section section 5 of Revenue Procedure 96-60, 1996-2 C.B. 399, (i) Purchaser and Seller shall report on a predecessor/successor basis as set forth therein, (ii) Seller will not be relieved from filing a Form W-2 with respect to any Transferred Employees Employees, and (iii) Purchaser will undertake to file (or cause to be filed) a Form W-2 for each such Transferred Employee with respect to the portion of the year during which such Transferred Employees are employed by Purchaser that includes the Closing Date, excluding the portion of such year that such Transferred Employee was employed by Seller or its SubsidiariesSeller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Oneok Inc /New/)

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