Common use of Successor Employer for Tax Reporting and FICA Clause in Contracts

Successor Employer for Tax Reporting and FICA. With respect to each SpinCo Group Employee, Parent and SpinCo shall, and shall cause their respective Affiliates to, to the extent permitted by applicable Law and practicable, (i) treat SpinCo (or an Affiliate of SpinCo) as a “successor employer” and Parent (or an Affiliate of Parent) as a “predecessor,” within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code, to the extent appropriate, for purposes of Taxes imposed under the United States Federal Insurance Contributions Act, as amended (“FICA”), or the United States Federal Unemployment Tax Act, as amended (“FUTA”), (ii) cooperate with each other to avoid, to the extent possible, the restart of FICA and FUTA with respect to each such SpinCo Group Employee for the calendar year during which the Effective Time occurs, and (iii) file tax returns, exchange wage payment information, and report wage payments made by the respective predecessor and successor employer on separate Internal Revenue Service Forms W-2 to each such SpinCo Group Employee for the calendar year in which the Effective Time occurs, in a manner provided in Section 4.02(l) of Revenue Procedure 2004-53.

Successor Employer for Tax Reporting and FICA. With respect to each SpinCo AHD Group Employee, Parent Atlas and SpinCo AHD shall, and shall cause their respective Affiliates to, to the extent permitted by applicable Law and practicable, (i) treat SpinCo AHD (or an Affiliate of SpinCoAHD) as a “successor employer” and Parent Atlas (or an Affiliate of ParentAtlas) as a “predecessor,” within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code, to the extent appropriate, for purposes of Taxes imposed under the United States Federal Insurance Contributions Act, as amended (“FICA”), or the United States Federal Unemployment Tax Act, as amended (“FUTA”), (iib) cooperate with each other to avoid, to the extent possible, the restart of FICA and FUTA with respect to each such SpinCo AHD Group Employee for the calendar year during which the Effective Time occurs, and (iiic) file tax returns, exchange wage payment information, information and report wage payments made by the respective predecessor and successor employer on separate Internal Revenue Service IRS Forms W-2 to each such SpinCo AHD Group Employee for the calendar year in which the Effective Time occurs, in a manner provided in Section 4.02(l) of Revenue Procedure 2004-53.