Common use of Employment Tax Reporting Clause in Contracts

Employment Tax Reporting. The Seller and the Purchaser agree that, pursuant to the “Alternative Procedures” provided in Section 5 of Revenue Procedure 2004-53, with respect to the filing and furnishing of Internal Revenue Service Forms W-2, W-3 and 941 for the full calendar year in which the Closing occurs, subject to applicable Law, (i) the Seller and the Purchaser shall report on a “predecessor-successor” basis, as set forth therein, (ii) the Seller shall be relieved from furnishing Forms W-2 to any Transferred Employees, and (iii) the Purchaser shall assume the obligations of the Seller to furnish Forms W-2 to such Transferred Employees and Forms W-2 and W-3 with respect to Transferred Employees to the Social Security Administration; provided, the Seller shall transfer to the Purchaser all Forms W-4 and W-5 with respect to the Transferred Employees, and such other data relating to Transferred Employees as shall be necessary for the Purchaser to assume and satisfy such obligations accurately and in accordance with the law.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Impinj Inc), Asset Purchase Agreement (Impinj Inc)

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Employment Tax Reporting. The Seller Sellers and the Purchaser agree that, pursuant to the “Alternative Procedures” provided in Section 5 of Revenue Procedure 2004-53, with respect to the filing and furnishing of Internal Revenue Service Forms W-2, W-3 and 941 for the full calendar year in which the Closing Effective Time occurs, subject to applicable Law, (i) the Seller Sellers and the Purchaser shall report on a “predecessor-successor” basis, as set forth to the extent provided therein, (ii) the Seller Sellers shall be relieved from furnishing Forms W-2 to any Transferred Employees, and (iii) the Purchaser shall assume the obligations of the Seller Sellers to furnish Forms W-2 to such Transferred Employees and Forms W-2 and W-3 with respect to Transferred Employees to the Social Security Administration; provided, the Seller Sellers Affiliates shall transfer to the Purchaser all Forms W-4 and W-5 with respect to the Transferred Employees, and such other data relating to Transferred Employees as shall be necessary for the Purchaser to assume and satisfy such obligations accurately and in accordance with the lawLaw.

Appears in 1 contract

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

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Employment Tax Reporting. The Seller Affiliates and the Purchaser agree that, pursuant to the “Alternative Procedures” provided in Section 5 of Revenue Procedure 2004-53, with respect to the filing and furnishing of Internal Revenue Service Forms W-2, W-3 and 941 for the full calendar year in which the Closing Effective Time occurs, subject to applicable Law, (i) the Seller Affiliates and the Purchaser shall report on a “predecessor-successor” basis, as set forth therein, (ii) the Seller Affiliates shall be relieved from furnishing Forms W-2 to any Transferred Employees, and (iii) the Purchaser shall assume the obligations of the Seller Affiliates to furnish Forms W-2 to such Transferred Employees and Forms W-2 and W-3 with respect to Transferred Employees to the Social Security Administration; provided, the Seller Affiliates shall transfer to the Purchaser all Forms W-4 and W-5 with respect to the Transferred Employees, and such other data relating to Transferred Employees as shall be necessary for the Purchaser to assume and satisfy such obligations accurately and in accordance with the law.

Appears in 1 contract

Samples: Asset Purchase Agreement (Glenayre Technologies Inc)

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