Taxes and Employee Benefits Clause Samples
The "Taxes and Employee Benefits" clause defines the responsibilities of each party regarding the payment of taxes and the provision of employee benefits in the context of their contractual relationship. Typically, this clause clarifies that each party is responsible for its own tax obligations, such as income, payroll, or employment taxes, and that one party is not liable for providing benefits like health insurance or retirement plans to the other party’s employees or contractors. Its core function is to prevent misunderstandings or disputes about tax liabilities and benefit entitlements, ensuring that each party understands and accepts their own legal and financial responsibilities.
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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 9.1 Conditions to Obligations of Purchaser 43 9.2 Conditions to Obligations of Seller 43
Taxes and Employee Benefits. 8.1 Tax Representations ...............................................................................................................55 8.2
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 local taxes and withholdings with respect to any fees or expense reimbursements Subcontractor may receive as a result of this Subcontract.
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 50 8.2. Proration of Taxes 50 8.3. Sales and Transfer Taxes 50 8.4. Information Returns 50 8.5. Payment of Amount Due under Article 8 50 8.6. Assistance and Cooperation 50 8.7. Transferred Employees 51 9.1. Conditions to Obligations of Purchaser 54 9.2. Conditions to Obligations of Seller 55 10.1. Termination 56 10.2. Effect of Termination 57 11.1. Indemnification 57 11.2. Exclusivity 60 11.3. AS-IS Sale; Waiver of Warranties 60 12.1. Survival 60 12.2. Assignment 61 12.3. Binding Effect 61 12.4. Public Notice 61 12.5. Notices 61 12.6. Expenses 62 12.7. Governing Law; Consent to Jurisdiction 62 12.8. Waiver of Jury Trial 62 12.9. Entire Agreement; Amendment 63 12.10. Third Party Beneficiaries 63 12.11. Counterparts 63 12.12. Headings 63 12.13. Severability 63 12.14. Interpretation 63 12.15. Specific Performance 64 -iv-
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.
(b) Each Employee Plan subject to any provision of ERISA has been maintained in substantial compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations which are applicable to such Employee Plan, including but not limited to ERISA and the Code except as would not have a Material Adverse Effect. Each Employee Plan which is intended to be qualified under Section 401(a) of the Code is so qualified and has been so qualified from the period of its adoption to date. Neither the Seller nor any ERISA Affiliate maintains or has ever maintained or contributed to any "multiemployer plan" as defined in Section 4001(a)(3) of ERISA or any employee benefit plan subject to Title IV of ERISA.
Taxes and Employee Benefits. Contractor will report to all applicable government agencies as income all compensation received by Contractor pursuant to this Agreement. Contractor 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. Contractor 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. Contractor 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 Contractor pursuant to this Agreement.
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.
Taxes and Employee Benefits. Concurrently with the execution of this Agreement, the parties are executing the Tax Sharing and Indemnification Agreement and the Benefits Agreement. Obligations relating to allocations of Liabilities for taxes, as well as the effect of taxes on a party in respect of an Indemnified Loss, shall be governed by the Tax Sharing and Indemnification Agreement. Obligations with respect to accrued and ongoing benefits payable to the NSI Employees and NUSA Employees will be as set forth in the Benefits Agreement.