Common use of Provider as Payor Clause in Contracts

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. The parties acknowledge and agree that the Provider, and not SplitCoSplitco, 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 Splitco is responsible for the payment of the Services Fee in accordance with Section 2.1, and (b) SplitCo Splitco is responsible for the payment of (i) all compensation based on, comprised of or related to the equity securities of SplitCo Splitco and (ii) any bonus amounts payable to any Personnel who holds the office of Vice President or higher of SplitCo Splitco (each, a “SplitCo Splitco Officer”) with respect to services performed for the benefit of SplitCo Splitco (together with (i), “Excluded Compensation”). The parties acknowledge that Personnel may provide services directly to SplitCo Splitco in consideration for the receipt of Excluded Compensation pursuant to such Personnel’s separate employment, consultancy or other service relationship with SplitCoSplitco. 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 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 Splitco will be responsible for the payment of all federal, state, and local withholding taxes on Excluded Compensation paid to any Personnel by SplitCo Splitco and other such employment related taxes as are required by law. Each of SplitCo 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. The parties acknowledge and agree that the Provider, and not SplitCoSpinCo, 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 SpinCo is responsible for the payment of the Services Fee in accordance with Section 2.1, and (b) SplitCo SpinCo is responsible for the payment of (i) all compensation based on, comprised of or related to the equity securities of SplitCo SpinCo and (ii) any bonus amounts payable to any Personnel who holds the office of Vice President or higher of SplitCo SpinCo (each, a “SplitCo SpinCo Officer”) with respect to services performed for the benefit of SplitCo SpinCo (together with (i), “Excluded Compensation”). The parties acknowledge that Personnel may provide services directly to SplitCo SpinCo in consideration for the receipt of Excluded Compensation pursuant to such Personnel’s separate employment, consultancy or other service relationship with SplitCoSpinCo. 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 SpinCo will be responsible for the payment of all federal, state, and local withholding taxes on Excluded Compensation paid to any Personnel by SplitCo SpinCo and other such employment related taxes as are required by law. Each of SplitCo SpinCo 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 SplitCoLiberty, 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 PersonnelEmployees; provided, however, that (a) SplitCo Liberty is responsible for the payment of the Services Fee Allocated Expenses in accordance with Section 2.12.1 and for the portion of any severance payments allocated to Liberty under Section 4.3, and (b) SplitCo Liberty is responsible for the payment of (i) all compensation based on, comprised of or related to the equity securities of SplitCo Liberty and (ii) any bonus amounts payable to any Personnel who holds the office of Vice President or higher of SplitCo (each, a “SplitCo Officer”) Liberty Officer with respect to services performed for the benefit of SplitCo Liberty (together with (i), “Excluded Compensation”). The parties acknowledge that Personnel Employees may provide services directly to SplitCo Liberty in consideration for the receipt of Excluded Compensation pursuant to such Personnel’s Employees’ separate employment, consultancy or other service relationship with SplitCoLiberty. All Personnel 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 provided 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 Personnel Employees (other than Excluded Compensation) and other such employment related taxes as are required by law, and (ii) SplitCo Liberty will be responsible for the payment of all federal, state, and local withholding taxes on Excluded Compensation paid to any Personnel Employee by SplitCo Liberty and other such employment related taxes as are required by law. Each of SplitCo Liberty 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 Employees by either party.

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 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.