Taxes and Employee Benefits. 8.1 Tax Representations 8.2 Proration of Taxes 8.3 Sales and Transfer Taxes 8.4 Information Returns 8.5 Payment of Amount Due under Article 8 8.55 Like Kind Exchange 8.6 Assistance and Cooperation 8.7 Transferred Employees 8.8 Branch Employee Representations
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 the 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, 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. 8.1 Tax Representations....................................................................................................................48 8.2
Taxes and Employee Benefits. 39 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 Like Kind Exchange 39 8.6 Assistance and Cooperation 40 8.7 Transferred Employees 40 8.8 Branch Employee Representations 42 ARTICLE 9 CONDITIONS TO CLOSING 43 9.1 Conditions to Obligations of Purchaser 43 9.2 Conditions to Obligations of Seller 44 ARTICLE 10 TERMINATION 44 10.1 Termination 44 10.2 Effect of Termination 45 ARTICLE 11 INDEMNIFICATION 45 11.1 Indemnification 45 11.2 Exclusivity 47 11.3 AS-IS Sale; Waiver of Warranties 47 11.4 Loans 48 ARTICLE 12 ENVIRONMENTAL MATTERS 49 12.1 Environmental Matters 49 ARTICLE 13 MISCELLANEOUS 51 13.1 Survival 51 13.2 Assignment 51 13.3 Binding Effect 51 13.4 Public Notice 51 13.5 Notices 52 13.6 Expenses 53 13.7 Governing Law 53 13.8 Entire Agreement; Amendment 53 13.9 Third Party Beneficiaries 53 13.10 Counterparts 53 13.11 Headings 53 13.12 Severability 53 PURCHASE AND ASSUMPTION AGREEMENT This PURCHASE AND ASSUMPTION AGREEMENT, dated as of January 30, 2001 ("Agreement"), between Firstar Bank, National Association ("Seller") and Bremer Bank, National Association ("Purchaser").
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.
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. Newbridge agrees to pay any applicable --------------------------- sales taxes payable in respect of the performance of the Services (the "Taxes"). Newbridge may deduct from payments to non-residents of Canada any amounts required to be withheld under Canadian legislation. For greater certainty, as of the Effective Date,. amounts to be withheld are currently described in Section 212 and Regulation 105 of the Income Tax Act, Canada, as amended, all of which are subject to change. Millitech shall be solely responsible for the payment of its personnel's salaries, unemployment insurance, worker's compensation, employee benefits and other employment related charges and deductions.
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.
