Provider as Payor. The parties acknowledge and agree that the Provider, and not SplitCo, will be solely responsible for the payment of salaries, wages, benefits (including health insurance, retirement, and other similar benefits, if any) and other compensation applicable to all Personnel; provided, however, that (a) SplitCo is responsible for the payment of the Services Fee in accordance with Section 2.1, and (b) SplitCo is responsible for the payment of (i) all compensation based on, comprised of or related to the equity securities of SplitCo and (ii) any bonus amounts payable to any Personnel who holds the office of Vice President or higher of SplitCo (each, a “SplitCo Officer”) with respect to services performed for the benefit of SplitCo (together with (i), “Excluded Compensation”). The parties acknowledge that Personnel may provide services directly to SplitCo in consideration for the receipt of Excluded Compensation pursuant to such Personnel’s separate employment, consultancy or other service relationship with SplitCo. All Personnel will be subject to the personnel policies of the Provider and will be eligible to participate in the Provider’s employee benefit plans to the same extent as similarly situated employees of the Provider performing services in connection with the Provider’s business. Except as otherwise provided by the Tax Sharing Agreement, (i) the Provider will be responsible for the payment of all federal, state, and local withholding taxes on the compensation of all Personnel (other than Excluded Compensation) and other such employment related taxes as are required by law, and (ii) SplitCo will be responsible for the payment of all federal, state, and local withholding taxes on Excluded Compensation paid to any Personnel by SplitCo and other such employment related taxes as are required by law. Each of SplitCo and Provider will cooperate with the other to facilitate the other’s compliance with applicable federal, state, and local laws, rules, regulations, and ordinances applicable to the employment or engagement of all Personnel by either party.
Provider as Payor. Notwithstanding Section 4.2 of this Agreement, the parties acknowledge and agree that the Provider, and not [____], will be solely responsible for the payment of salaries, wages, benefits (including health insurance, retirement, and other similar benefits, if any), perquisites and other compensation applicable to Executive; provided, however, that [____] is responsible for the reimbursement to Provider of the Executive Percentage of the Executive Allocated Expenses and payment of the Direct Compensation and any Prorated Executive Bonus Payment directly to Executive each as provided in this Section 2.5. The parties acknowledge that Executive will provide services directly to [____] in consideration for the receipt of the Direct Compensation and any Prorated Executive Bonus Payment. [Except as otherwise required by the terms of the Tax Sharing Agreement,] the Provider will be responsible for the payment of all federal, state, and local withholding taxes on the compensation of Executive (other than Direct Compensation and any Prorated Executive Bonus Payment) and other such employment related taxes as are required by law, and [____] will be responsible for the payment of all federal, state, and local withholding taxes on the Direct Compensation and any Prorated Executive Bonus Payment paid to Executive by [____] and other such employment related taxes as are required by law. Each of [____] and the Provider will cooperate with the other to facilitate the other’s compliance with applicable federal, state, and local laws, rules, regulations, and ordinances applicable to the employment of Executive by either party.
Provider as Payor. Notwithstanding Section 4.2 of this Agreement, the parties acknowledge and agree that the Provider, and not SplitCo, will be solely responsible for the payment of salaries, wages, benefits (including health insurance, retirement, and other similar benefits, if any), perquisites and other compensation applicable to Executive; provided, however, that SplitCo is responsible for the reimbursement to Provider of the Executive Percentage of the Executive Allocated Expenses and payment of the Direct Compensation and any Prorated Executive Bonus Payment directly to Executive each as provided in this Section 2.4. The parties acknowledge that Executive will provide services directly to SplitCo in consideration for the receipt of the Direct Compensation and any Prorated Executive Bonus Payment. Except as otherwise required by the terms of the Tax Sharing Agreement (as defined below), the Provider will be responsible for the payment of all federal, state, and local withholding taxes on the compensation of Executive (other than Direct Compensation, any Prorated Executive Bonus Payment and any Share-Based Severance Payment) and other such employment related taxes as are required by law, and SplitCo will be responsible for the payment of all federal, state, and local withholding taxes on the Direct Compensation, any Prorated Executive Bonus Payment and any Share-Based Severance Payment paid to Executive by SplitCo and other such employment related taxes as are required by law. Each of SplitCo and the Provider will cooperate with the other to facilitate the other’s compliance with applicable federal, state, and local laws, rules, regulations, and ordinances applicable to the employment of Executive by either party.
Provider as Payor. The parties acknowledge and agree that the Provider, and not LMAC, will be solely responsible for the payment of salaries, wages, benefits (including health insurance, retirement, and other similar benefits, if any) and other compensation applicable to all Personnel. All Personnel will be subject to the personnel policies of the Provider. The Provider will be responsible for the payment of all federal, state, and local withholding taxes on the compensation of all Personnel and other such employment related taxes as are required by law. LMAC will cooperate with the Provider to facilitate the Provider’s compliance with applicable federal, state, and local laws, rules, regulations, and ordinances applicable to the employment or engagement of all Personnel.
Provider as Payor. The parties acknowledge and agree that the Provider, and not PHPC, will be solely responsible for the payment of salaries, wages, benefits (including health insurance, retirement, and other similar benefits, if any) and other compensation applicable to all Personnel. All Personnel will be subject to the personnel policies of the Provider. The Provider will be responsible for the payment of all federal, state, and local withholding taxes on the compensation of all Personnel and other such employment related taxes as are required by law. PHPC will cooperate with the Provider to facilitate the Provider’s compliance with applicable federal, state, and local laws, rules, regulations, and ordinances applicable to the employment or engagement of all Personnel.
Provider as Payor. The parties acknowledge and agree that the Provider, and not CH Parent, will be solely responsible for the payment of salaries, wages, benefits (including health insurance, retirement, and other similar benefits, if any) and other compensation applicable to all Personnel; provided, however, that (a) CH Parent is responsible for the payment of the Services Fee in accordance with Section 2.1, and (b) CH Parent is responsible for the payment of all compensation based on, comprised of or related to the equity securities of CH Parent (“Excluded Compensation”). The parties acknowledge that Personnel may provide services directly to CH Parent in consideration for the receipt of Excluded Compensation pursuant to such Personnel’s separate employment, consultancy or other service relationship with CH Parent. All Personnel will be subject to the personnel policies of the Provider and will be eligible to participate in the Provider’s employee benefit plans to the same extent as similarly situated employees of the Provider performing services in connection with the Provider’s business. The Provider will be responsible for the payment of all federal, state, and local withholding taxes on the compensation of all Personnel (other than Excluded Compensation) and other such employment related taxes as are required by law, and CH Parent will be responsible for the payment of all federal, state, and local withholding taxes on Excluded Compensation paid to any Personnel by CH Parent and other such employment related taxes as are required by law. Each of CH Parent and Provider will cooperate with the other to facilitate the other’s compliance with applicable federal, state, and local laws, rules, regulations, and ordinances applicable to the employment or engagement of all Personnel by either party.
Provider as Payor. The parties acknowledge and agree that the Provider, and not Starz, will be solely responsible for the payment of salaries, wages, benefits (including health insurance, retirement, and other similar benefits, if any) and other compensation applicable to all Attributed Employees; provided, however, that Starz is responsible for (i) the payment of the Allocated Expenses in accordance with Sections 2.1 and 2.3 and for the portion of any severance payments allocated to Starz under Section 4.3, and (ii) the payment of (x) all compensation based on, comprised of or related to the equity securities of Starz and (y) any bonus amounts payable to any Starz Officer exclusively with respect to services performed for the benefit of Starz (together with the compensation referred to in clause (x), the “Excluded Compensation”). The parties acknowledge that Attributed Employees may provide services directly to Starz in consideration for the receipt of Excluded Compensation pursuant to such persons’ separate employment, consultancy or other service relationship with Starz. All Attributed Employees will be subject to the personnel policies of the Provider and will be eligible to participate in the Provider’s employee benefit plans to the same extent as similarly situated employees of the Provider performing services in connection with the Provider’s business. Except as otherwise required by the terms of the Tax Sharing Agreement, (i) the Provider will be responsible for the payment of all federal, state, and local withholding taxes on the compensation of all Attributed Employees (other than Excluded Compensation) and other such employment related taxes as are required by law and (ii) Starz will be responsible for the payment of all federal, state, and local withholding taxes on all Excluded Compensation paid to any Attributed Employee by Starz and such other employment related taxes as are required by law. Starz will cooperate with the Provider to facilitate the Provider’s compliance with applicable federal, state, and local laws, rules, regulations, and ordinances applicable to the employment of all Attributed Employees.
Provider as Payor. The parties acknowledge and agree that the Provider, and not LMC, will be solely responsible for the payment of salaries, wages, benefits (including health insurance, retirement, and other similar benefits, if any) and other compensation applicable to all Employees, provided, however, that (a) LMC is responsible for the payment of the Allocated Expenses in accordance with Section 2.1 and for the portion of any severance payments allocated to LMC under Section 4.3 and (ii) LMC is responsible for the payment of any incentive compensation under its equity incentive plans. The parties acknowledge that Employees may provide services directly to LMC as consideration for the grant of incentive compensation pursuant to the LMC equity incentive plans. All Employees will be subject to the personnel policies of the Provider and will be eligible to participate in the Provider’s employee benefit plans to the same extent as similarly situated employees of the Provider performing services in connection with the Provider’s business. Except as otherwise required by the terms of the Tax Sharing Agreement, the Provider will be responsible for the payment of all federal, state, and local withholding taxes on the compensation of all Employees and other such employment related taxes as are required by law, subject to LMC being responsible for such payments in respect of any equity compensation awards under its equity incentive plans. LMC will cooperate with the Provider to facilitate the Provider’s compliance with applicable federal, state, and local laws, rules, regulations, and ordinances applicable to the employment of all Employees and their provision of Services to LMC pursuant to this Agreement.
Provider as Payor. The parties acknowledge and agree that the Provider, and not TripCo, will be solely responsible for the payment of salaries, wages, benefits (including health insurance, retirement, and other similar benefits, if any) and other compensation applicable to all Personnel; provided, however, that (a) TripCo is responsible for the payment of the Services Fee in accordance with Section 2.1, and (b) TripCo is responsible for the payment of
Provider as Payor. Notwithstanding that certain of the Employees are also officers or employees of LMC, the parties acknowledge that the Provider, and not LMC, will be solely responsible for the payment of salaries, wages, benefits (including health insurance, retirement, and other similar benefits, if any) and other compensation applicable to all Employees, subject to (a) payment by LMC of the Allocated Expenses in accordance with Section 2.1 (and except as expressly provided in Section 4.3) and (ii) payment by LMC of incentive compensation pursuant to its equity incentive plans. [All Employees will be subject to the personnel policies of the Provider and will be entitled to participate in the Provider's employee benefit plans to the same extent as similarly situated employees of the Provider performing services in connection with the Provider's business.] Except as otherwise required by the terms of the Tax Sharing Agreement, the Provider will be responsible for the payment of all federal, state, and local withholding taxes on the compensation of all Employees and other such employment related taxes as are required by law, subject to LMC being responsible for such payments in respect of any equity compensation awards that it may grant to Employees under its equity incentive plans. LMC will cooperate with the Provider to facilitate the Provider's compliance with applicable federal, state, and local laws, rules, regulations, and ordinances applicable to the employment of all Employees and their provision of Services to LMC pursuant to this Agreement.
