Common use of Tax Reporting and Allocation of Consideration Clause in Contracts

Tax Reporting and Allocation of Consideration. (a) Seller and Buyer acknowledge and agree that (i) Seller will be responsible for and will perform all Tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Seller to any Business Employee in connection with operating the Business prior to or on the Closing Date, and (ii) Buyer will be responsible for and will perform all Tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Buyer to any Transferred Employee in connection with operating the Business after the Closing Date.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Celestica Inc), Asset Purchase Agreement (Tollgrade Communications Inc \Pa\)

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Tax Reporting and Allocation of Consideration. (a) Seller and Buyer acknowledge and agree that (i) Seller will be responsible for and will perform all Tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Seller or its Subsidiaries to any Business Employee in connection with operating the Business prior to or on the Closing Date, and (ii) Buyer will be responsible for and will perform all Tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Buyer to any Transferred Employee in connection with operating the Business after the Closing Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (NMS Communications Corp)

Tax Reporting and Allocation of Consideration. (a) Seller and Buyer acknowledge and agree that (i) Seller will be responsible for and will perform all Tax tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Seller to any Business Employee in connection with operating the Business prior to or on the Closing Datedate hereof, and (ii) Buyer will be responsible for and will perform all Tax tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Buyer to any Transferred Accepting Employee in connection with operating the Business after the Closing Datedate hereof.

Appears in 1 contract

Samples: SCC Communications Corp

Tax Reporting and Allocation of Consideration. (a) Seller and Buyer Purchaser acknowledge and agree that (i) Seller will be responsible for and will perform all Tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Seller or its Subsidiaries to any Business Employee in connection with operating the Business prior to or on the Closing Date, and (ii) Buyer Purchaser will be responsible for and will perform all Tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Buyer Purchaser to any Transferred Employee in connection with operating the Business after the Closing Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Manitex International, Inc.)

Tax Reporting and Allocation of Consideration. (a) Seller and Buyer acknowledge and agree that (i) Seller will be responsible for and will perform all Tax tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Seller or a Subsidiary to any Business Employee in connection with operating the Business prior to or on the Closing Date, and (ii) Buyer will be responsible for and will perform all Tax tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Buyer to any Transferred Employee in connection with operating the Business after the Closing Date.

Appears in 1 contract

Samples: Agreement for the Purchase and Sale (Tyco International LTD /Ber/)

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Tax Reporting and Allocation of Consideration. (a) Seller and Buyer acknowledge and agree that (i) Seller will be responsible for and will perform all Tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Seller or any Selling Subsidiary to any Business Employee in connection with operating the operation or conduct of the Business prior to or on the Closing Date, Date and (ii) Buyer will be responsible for and will perform all Tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Buyer to any Transferred Employee in connection with operating the operation or conduct of the Business after the Closing Date.

Appears in 1 contract

Samples: Asset and Stock Purchase Agreement (Lucent Technologies Inc)

Tax Reporting and Allocation of Consideration. (a) Seller and Buyer acknowledge and agree that (i) Seller will be responsible for and will perform all Tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Seller to any Business Employee in connection with operating the Business prior to or on the Closing Date, and (ii) Buyer will be responsible for and will perform all Tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Buyer to any Transferred Employee in connection with operating the Business after the Closing Date.. LUCENT TECHNOLOGIES/CELESTICA

Appears in 1 contract

Samples: Asset Purchase Agreement (Celestica Inc)

Tax Reporting and Allocation of Consideration. (a) Seller and Buyer acknowledge and agree that (i) Seller will be responsible for and will perform all Tax tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Seller to any Business Employee in connection with operating the Business prior to or on the Initial Closing Date, Date and (ii) Buyer will be responsible for and will perform all Tax tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Buyer to any Transferred Employee in connection with operating the Business after the Initial Closing Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Celestica Inc)

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