Taxes and Employee Benefits. 8.1 Tax Representations 39 8.2 Proration of Taxes 39 8.3 Sales and Transfer Taxes 39 8.4 Information Returns 39 8.5 Payment of Amount Due under Article 8 39 8.6 Assistance and Cooperation 39 8.7 Transferred Employees 40 ARTICLE 9 CONDITIONS TO CLOSING 9.1 Conditions to Obligations of Purchaser 43 9.2 Conditions to Obligations of Seller 43 ARTICLE 10
Taxes and Employee Benefits. Consultant will report to all applicable government agencies as income all compensation received by Consultant pursuant to this Agreement. Consultant will be solely responsible for payment of all withholding taxes, social security, workers’ compensation, unemployment and disability insurance or similar items required by any government agency. Consultant will not be entitled to any benefits paid or made available by Company to its employees, including, without limitation, any vacation or illness payments, or to participate in any plans, arrangements or distributions made by Company pertaining to any bonus, stock option, profit sharing, insurance or similar benefits. Consultant will indemnify and hold Company harmless from and against all damages, liabilities, losses, penalties, fines, expenses and costs (including reasonable fees and expenses of attorneys and other professionals) arising out of or relating to any obligation imposed by law on Company to pay any withholding taxes, social security, unemployment or disability insurance or similar items in connection with compensation received by Consultant pursuant to this Agreement.
Taxes and Employee Benefits. Subcontractor shall be obligated to pay all taxes arising from the compensation payable hereunder. Subcontractor is solely and exclusively responsible for all applicable federal, state and/or local taxes and withholdings with respect to any fees or expense reimbursements Subcontractor may receive as a result of this Subcontract, and other statutory or contractual obligations of any sort, including but not limited to, VEIC employee benefits such as workers’ compensation insurance, health insurance, and unemployment insurance.
Taxes and Employee Benefits. Consultant will report to all applicable government agencies as income all compensation received by Consultant pursuant to this Agreement. Consultant will be solely responsible for the payment of all compensation to all Consultant Personnel, as well as for payment of all withholding taxes, social security, workers’ compensation, unemployment and disability insurance or similar items required by any government agency. Consultant Personnel will not be entitled to any benefits paid or made available by Company to its employees, including, without limitation, any vacation or illness payments, or to participate in any plans, arrangements or distributions made by Company pertaining to any bonus, profit sharing, insurance or similar benefits. Consultant will indemnify and hold Company harmless from and against all damages, liabilities, losses, penalties, fines, expenses and costs (including reasonable fees and expenses of attorneys and other professionals) arising out of or relating to any obligation imposed by law on Company to pay any withholding taxes, social security, unemployment or disability insurance or similar items in connection with compensation received by Consultant pursuant to this Agreement.
Taxes and Employee Benefits. 8.1 Tax Representations....................................................................................................................48 8.2
Taxes and Employee Benefits. 8.1 Tax Representations 44 8.2 Proration of Taxes 44 8.3 Sales and Transfer Taxes 44 8.4 Information Returns 44 8.5 Payment of Amount Due under Article 8 44 8.6 Assistance and Cooperation 44 8.7 Transferred Employees 45 ARTICLE 9 CONDITIONS TO CLOSING 9.1 Conditions to Obligations of Purchaser 48 9.2 Conditions to Obligations of Seller 49 ARTICLE 10 TERMINATION 10.1 Termination 49 10.2 Effect of Termination 50 ARTICLE 11 INDEMNIFICATION 11.1 Indemnification 50 11.2 Exclusivity 53 11.3 AS-IS Sale; Waiver of Warranties 53 ARTICLE 12 MISCELLANEOUS 12.1 Survival 54 12.2 Assignment 54 12.3 Binding Effect 54 12.4 Public Notice 54 12.5 Notices 54 12.6 Expenses 55 12.7 Governing Law; Consent to Jurisdiction 55 12.8 Waiver of Jury Trial 56 12.9 Entire Agreement; Amendment 56 12.10 Third-Party Beneficiaries 56 12.11 Counterparts 57 12.12 Headings 57 12.13 Severability 57 12.14 Interpretation 57 12.15 Specific Performance 57 LIST OF EXHIBITS
Taxes and Employee Benefits. During the Consulting Period, Consultant shall be serving as an independent contractor of the Company, and therefore unless required by law, the Company shall not deduct any federal, state or local taxes or other withholdings from any sums paid Consultant hereunder, and Consultant hereby agrees to indemnify and hold harmless the Company and each of its affiliates from any liability for any and all federal, state and local taxes or assessments of any kind arising out of any payment made by the Company to Consultant hereunder. Consultant shall be responsible for all tax reporting, tax payments, withholdings, insurance and other payments, expenses and filings required to be made or paid by Consultant or Consultant’s agents or employees. Further, neither Consultant nor any of Consultant’s agents or employees on account of having rendered Consulting Services hereunder shall be entitled to any benefits provided by the Company to any of its employees, including, without limitation, any retirement plan, insurance program, disability plan, medical benefits plan or any other fringe benefit program sponsored and maintained by the Company for its employees.
Taxes and Employee Benefits. (a) Schedule 6.11 sets forth a true and complete list of every state with which the Seller or any of its Subsidiaries are or were at any time prior to the Closing Date required to file Tax Returns, including every state in which the Seller or any of its Subsidiaries has filed or should have filed at any time prior to the Closing Date any Tax Returns. Schedule 6.11 also sets forth a true and complete list of all states in which the Seller has ever conducted any business.
Taxes and Employee Benefits. Advisor acknowledges and agrees that Advisor is obligated to report as income, and pay all applicable taxes with respect to, all compensation received by Advisor pursuant to this Agreement. Advisor will not be entitled to any benefits paid or made available by Stoke to its employees, including, without limitation, any vacation or illness payments, or to participate in any plans, arrangements or distributions made by Stoke pertaining to any bonus, stock option, profit sharing, insurance or similar benefits. Advisor acknowledges that Stoke will not carry any liability insurance on behalf of Advisor.
Taxes and Employee Benefits. Advisor will report to all applicable government agencies as income all compensation received by Advisor pursuant to this Agreement. Advisor will be solely responsible for payment of all withholding taxes, social security, workers’ compensation, unemployment and disability insurance or similar items required by any government agency. Advisor will not be entitled to any benefits paid or made available by Company to its employees, including, without limitation, any vacation or illness payments, or to participate in any plans, arrangements or distributions made by Company pertaining to any bonus, stock option, profit sharing, insurance, or similar benefits. Advisor will indemnify and hold Company harmless from and against all damages, liabilities, losses, penalties, fines, expenses, and costs (including reasonable fees and expenses of attorneys and other professionals) arising out of or relating to any obligation imposed by law on Company to pay any withholding taxes, social security, unemployment or disability insurance or similar items in connection with compensation received by Advisor pursuant to this Agreement.
