Common use of Payroll and Related Taxes Clause in Contracts

Payroll and Related Taxes. With respect to any UpstreamCo Group Employee or group of UpstreamCo Group Employees, the Parties shall, or shall cause their respective Subsidiaries to, (i) treat UpstreamCo (or the applicable member of the UpstreamCo Group) as a “successor employer” and Parent (or the applicable member of the Parent Group) as a “predecessor,” within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code, for purposes of taxes imposed under the United States Federal Insurance Contributions Act, as amended (“FICA”), or the United States Federal Unemployment Tax Act, as amended (“FUTA”), (ii) cooperate with each other to avoid, to the extent possible, the restart of FICA and FUTA upon or following the Operational Separation Date or the Distribution Date, as applicable, with respect to each such UpstreamCo Group Employee for the tax year during which the Operational Separation Date or the Distribution Date, as applicable, occurs, and (iii) use commercially reasonable efforts to implement the alternate procedure described in Section 5 of Revenue Procedure 2004-53; provided, however, that to the extent that UpstreamCo (or the applicable member of the UpstreamCo Group) cannot be treated as a “successor employer” to Parent (or the applicable member of the Parent Group) within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code with respect to any UpstreamCo Group Employee or group of UpstreamCo Group Employees, (x) with respect to the portion of the tax year commencing on January 1, 2016 and ending on the Operational Separation Date or the Distribution Date, as applicable, Parent will (A) be responsible for all payroll obligations, tax withholding and reporting obligations for such UpstreamCo Group Employees, and (B) furnish a Form W-2 or similar earnings statement to all such UpstreamCo Group Employees for such period, and (y) with respect to the remaining portion of such tax year, UpstreamCo will (A) be responsible for all payroll obligations, tax withholding and reporting obligations regarding such UpstreamCo Group Employees, and (B) furnish a Form W-2 or similar earnings statement to all such UpstreamCo Group Employees.

Payroll and Related Taxes. With respect to any UpstreamCo Spinco Group Employee or group of UpstreamCo Spinco Group Employees, the Parties shall, or shall cause their respective Subsidiaries to, (i) treat UpstreamCo Spinco (or the applicable member of the UpstreamCo Spinco Group) as a “successor employer” and Parent (or the applicable member of the Parent Group) as a “predecessor,” within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code, for purposes of taxes imposed under the United States Federal Insurance Contributions Act, as amended (“FICA”), or the United States Federal Unemployment Tax Act, as amended (“FUTA”), (ii) cooperate with each other to avoid, to the extent possible, the restart of FICA and FUTA upon or following the Operational Separation Date or the Distribution Date, as applicable, with respect to each such UpstreamCo Spinco Group Employee for the tax year during which the Operational Separation Date or the Distribution Date, as applicable, occurs, and (iii) use commercially reasonable efforts to implement the alternate procedure described in Section 5 of Revenue Procedure 2004-53; provided, however, that to the extent that UpstreamCo Spinco (or the applicable member of the UpstreamCo Spinco Group) cannot be treated as a “successor employer” to Parent (or the applicable member of the Parent Group) within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code with respect to any UpstreamCo Spinco Group Employee or group of UpstreamCo Spinco Group Employees, (x) with respect to the portion of the tax year commencing on January 1, 2016 2020 and ending on the Operational Separation Date or the Distribution Date, as applicable, Parent will (A) be responsible for all payroll obligations, tax withholding and reporting obligations for such UpstreamCo Spinco Group Employees, and (B) furnish a Form W-2 or similar earnings statement to all such UpstreamCo Spinco Group Employees for such period, and (y) with respect to the remaining portion of such tax year, UpstreamCo Spinco will (A) be responsible for all payroll obligations, tax withholding and reporting obligations regarding such UpstreamCo Spinco Group Employees, and (B) furnish a Form W-2 or similar earnings statement to all such UpstreamCo Spinco Group Employees.

Payroll and Related Taxes. Unless provided otherwise by applicable Law, with respect to the portion of the tax year ending on and including the Distribution Date, Harbor will (i) be responsible for all payroll obligations, tax withholding and reporting obligations and (ii) furnish a Form W-2 or similar earnings statement (as applicable) to all Spinco Group Employees. Unless provided otherwise by applicable Law, with respect to the remaining portion of such tax year and thereafter, Spinco or its successor will (i) be responsible for all payroll obligations, tax withholding, and reporting obligations for the Spinco Group Employees and (ii) furnish a Form W-2 or similar earnings statement (as applicable) to all Spinco Group Employees. With respect to any UpstreamCo each affected Spinco Group Employee or group of UpstreamCo Group EmployeesEmployee, the Parties Harbor and Spinco shall, or and shall cause their respective Subsidiaries to, Affiliates to (to the extent permitted by applicable Law and practicable) (i) to the extent applicable, treat UpstreamCo Spinco (or the applicable member of the UpstreamCo GroupSpinco Entity and any successors thereto) as a “successor employer” and Parent Harbor (or the applicable member of the Parent GroupHarbor Entity) as a “predecessor,” within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code, to the extent appropriate, for purposes of taxes imposed under the United States Federal Insurance Contributions Act, as amended (“FICA”), or the United States Federal Unemployment Tax Act, as amended (“FUTA”)) and related state unemployment insurance laws, (ii) cooperate with each other to avoid, to the extent possible, the restart of FICA and FUTA and related state unemployment insurance laws upon or following the Operational Separation Distribution Date or the Distribution Date, as applicable, with respect to each such UpstreamCo Spinco Group Employee for the tax year during which the Operational Separation Distribution Date or the Distribution Date, as applicable, occurs, and (iii) use commercially reasonable efforts file tax returns, exchange wage payment information, and report wage payments made by the respective predecessor and successor employer on separate IRS Forms W-2 or similar earnings statements to implement each such Spinco Group Employee for the alternate procedure described tax year in which the Distribution Date occurs, in a manner provided in Section 5 4.02(1) of Revenue Procedure 2004-53; provided, however, that to the extent that UpstreamCo (or the applicable member of the UpstreamCo Group) cannot be treated as a “successor employer” to Parent (or the applicable member of the Parent Group) within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code with respect to any UpstreamCo Group Employee or group of UpstreamCo Group Employees, (x) with respect to the portion of the tax year commencing on January 1, 2016 and ending on the Operational Separation Date or the Distribution Date, as applicable, Parent will (A) be responsible for all payroll obligations, tax withholding and reporting obligations for such UpstreamCo Group Employees, and (B) furnish a Form W-2 or similar earnings statement to all such UpstreamCo Group Employees for such period, and (y) with respect to the remaining portion of such tax year, UpstreamCo will (A) be responsible for all payroll obligations, tax withholding and reporting obligations regarding such UpstreamCo Group Employees, and (B) furnish a Form W-2 or similar earnings statement to all such UpstreamCo Group Employees.

Payroll and Related Taxes. With respect to any UpstreamCo the portion of the tax year occurring prior to the day immediately following the Effective Time, IR will (i) be responsible for all payroll obligations, tax withholding and reporting obligations and (ii) furnish a Form W-2 or similar earnings statement to all Allegion Group Employee Employees for such period. With respect to the remaining portion of such tax year, Allegion will (i) be responsible for all payroll obligations, tax withholding, and reporting obligations regarding Allegion Group Employees and (ii) furnish a Form W-2 or group of UpstreamCo similar earnings statement to all Allegion Group Employees. Following the Effective Time, IR will provide payroll obligations, tax withholding and reporting obligations in accordance with the Parties terms of the Transition Services Agreement. With respect to each Allegion Group Employee, IR and Allegion shall, or and shall cause their respective Subsidiaries to, Affiliates to (ito the extent permitted by applicable Law and practicable) (a) treat UpstreamCo Allegion (or the applicable member of the UpstreamCo GroupAllegion Entity) as a “successor employer” and Parent IR (or the applicable member of the Parent GroupIR Entity) as a “predecessor,” within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code, to the extent appropriate, for purposes of taxes Taxes imposed under the United States Federal Insurance Contributions Act, as amended (“FICA”), or the United States Federal Unemployment Tax Act, as amended (“FUTA”)) and (b) file tax returns, (iiexchange wage payment information, and report wage payments made by the respective predecessor and successor employer on separate IRS Forms W-2 or similar earnings statements to each such Allegion Group Employee for the tax year in which the Effective Time occurs, in a manner provided in Section 4.02(l) cooperate with each other to avoid, of Revenue Procedure 2004-53. Except to the extent possibleotherwise administratively practicable, the restart collection of payroll taxes under FICA and FUTA will restart upon or following the Operational Separation Date or the Distribution Date, as applicable, Effective Time with respect to each such UpstreamCo Allegion Group Employee for the tax year during which the Operational Separation Date or the Distribution Date, as applicable, Effective Time occurs, and (iii) use commercially reasonable efforts to implement the alternate procedure described in Section 5 of Revenue Procedure 2004-53; provided, however, that to the extent that UpstreamCo (or the applicable member of the UpstreamCo Group) cannot be treated as a “successor employer” to Parent (or the applicable member of the Parent Group) within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code with respect to any UpstreamCo Group Employee or group of UpstreamCo Group Employees, (x) with respect to the portion of the tax year commencing on January 1, 2016 and ending on the Operational Separation Date or the Distribution Date, as applicable, Parent will (A) be responsible for all payroll obligations, tax withholding and reporting obligations for such UpstreamCo Group Employees, and (B) furnish a Form W-2 or similar earnings statement to all such UpstreamCo Group Employees for such period, and (y) with respect to the remaining portion of such tax year, UpstreamCo will (A) be responsible for all payroll obligations, tax withholding and reporting obligations regarding such UpstreamCo Group Employees, and (B) furnish a Form W-2 or similar earnings statement to all such UpstreamCo Group Employees.

Payroll and Related Taxes. With respect to any UpstreamCo the SpinCo Group Employee Employees transferred to the SpinCo Group during the tax year ending on and including the Separation, (i) Parent shall (A) be responsible for all payroll obligations, tax withholding and reporting obligations regarding all such SpinCo Group Employees for the period prior to such transfer, and (B) furnish a Form W-2 or group similar earnings statement to, all such SpinCo Group Employees for such period and (ii) with respect to the remaining portion of UpstreamCo the tax year, SpinCo will (A) be responsible for all payroll obligations, tax withholding and reporting obligations regarding, all such SpinCo Group Employees, the Parties and (B) furnish a Form W-2 or similar earning statement to, all such SpinCo Group Employees. With respect to each affected SpinCo Group Employee, Parent and SpinCo shall, or and shall cause their respective Subsidiaries to, Affiliates to (ito the extent practicable and to the extent permitted by applicable Law) (x) treat UpstreamCo SpinCo (or the applicable member of the UpstreamCo SpinCo Group) as a “successor employer” and treat Parent (or the applicable member of the Parent Group) as a “predecessor,” within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code, to the extent appropriate, for purposes of taxes imposed under the United States Federal Insurance Contributions Act, as amended (“FICA”), or the United States Federal Unemployment Tax Act, as amended (“FUTA”), and (iiy) cooperate with each other to avoidfile tax returns, to exchange wage payment information and report wage payments made by the extent possible, the restart of FICA respective predecessor and FUTA upon successor employer on separate IRS Forms W-2 or following the Operational Separation Date or the Distribution Date, as applicable, with respect similar earnings statements to each such UpstreamCo SpinCo Group Employee for the tax year during in which the Operational Separation Date or the Distribution Date, as applicable, occurs, and (iii) use commercially reasonable efforts to implement the alternate procedure described in a manner provided in Section 5 4.02(1) of Revenue Procedure 2004-53; provided, however, that to the extent that UpstreamCo (or the applicable member of the UpstreamCo Group) cannot be treated as a “successor employer” to Parent (or the applicable member of the Parent Group) within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code with respect to any UpstreamCo Group Employee or group of UpstreamCo Group Employees, (x) with respect to the portion of the tax year commencing on January 1, 2016 and ending on the Operational Separation Date or the Distribution Date, as applicable, Parent will (A) be responsible for all payroll obligations, tax withholding and reporting obligations for such UpstreamCo Group Employees, and (B) furnish a Form W-2 or similar earnings statement to all such UpstreamCo Group Employees for such period, and (y) with respect to the remaining portion of such tax year, UpstreamCo will (A) be responsible for all payroll obligations, tax withholding and reporting obligations regarding such UpstreamCo Group Employees, and (B) furnish a Form W-2 or similar earnings statement to all such UpstreamCo Group Employees.

Payroll and Related Taxes. With respect to any UpstreamCo INSW Group Employee or group of UpstreamCo INSW Group Employees, the Parties shall, or shall cause their respective Subsidiaries to, (i) treat UpstreamCo INSW (or the applicable member of the UpstreamCo INSW Group) as a “successor employer” and Parent OSG (or the applicable member of the Parent OSG Group) as a “predecessor,” within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code, for purposes of taxes imposed under the United States U.S. Federal Insurance Contributions Act, as amended (“FICA”), or the United States U.S. Federal Unemployment Tax Act, as amended (“FUTA”), (ii) cooperate with each other to avoid, to the extent possible, the restart of FICA and FUTA upon or following the Operational Separation Date or the Distribution Date, as applicable, Effective Time with respect to each such UpstreamCo INSW Group Employee for the tax year during which the Operational Separation Date or the Distribution Date, as applicable, Effective Time occurs, and (iii) use commercially reasonable efforts to implement the alternate procedure described in Section 5 of Revenue Procedure 2004-53; provided, however, that that, to the extent that UpstreamCo INSW (or the applicable member of the UpstreamCo INSW Group) cannot be treated as a “successor employer” to Parent OSG (or the applicable member of the Parent OSG Group) within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code with respect to any UpstreamCo INSW Group Employee or group of UpstreamCo INSW Group Employees, (x) with respect to the portion of the tax year commencing on January 1, 2016 and ending on the Operational Separation Date or the Distribution Date, as applicable, Parent INSW will (Aa) be responsible for all payroll obligations, tax withholding withholding, and reporting obligations regarding such INSW Group Employees for such UpstreamCo Group Employeesthe taxable year commencing on January 1, 2017 and (Bb) furnish a Form W-2 or similar earnings statement to all such UpstreamCo INSW Group Employees for such periodtaxable year. The Parties also shall take, or shall cause their respective Subsidiaries to take, such reasonable actions as are necessary to minimize any adverse social tax impact on OSG, INSW, and (y) with respect to the remaining portion Employees in jurisdictions other than the U.S., of such tax yearthe Separation, UpstreamCo will (A) be responsible for all payroll obligations, tax withholding and reporting obligations regarding such UpstreamCo Group Employeesthe Distribution, and (B) furnish a Form W-2 or similar earnings statement to all such UpstreamCo Group Employeesany change in employment relationship caused by the Separation and Distribution.

Payroll and Related Taxes. With respect to the portion of the tax year ending on and including the day prior to the Distribution Date or Transfer Date, as applicable, Valero will (i) be responsible for all payroll obligations, tax withholding and reporting obligations and (ii) furnish a Form W-2 or similar earnings statement, to all Corner Store Group Employees and Post Distribution Transferred Employees, if any, who were employed by any UpstreamCo member of the Valero Group during such period. With respect to the remaining portion of such tax year, Corner Store will (i) be responsible for all payroll obligations, tax withholding, and reporting obligations regarding Corner Store Group Employees and Post Distribution Transferred Employees and (ii) furnish a Form W-2 or similar earnings statement to all Corner Store Group Employees and Post Distribution Transferred Employees. With respect to each affected Corner Store Group Employee or group of UpstreamCo Group Employeesand Post Distribution Transferred Employee, the Parties Valero and Corner Store shall, or and shall cause their respective Subsidiaries to, Affiliates to (to the extent permitted by applicable Law and practicable) (i) treat UpstreamCo Corner Store (or the applicable member of the UpstreamCo GroupCorner Store Entity) as a “successor employer” and Parent Valero (or the applicable member of the Parent GroupValero Entity) as a “predecessor,” within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code, to the extent appropriate, for purposes of taxes imposed under the United States Federal Insurance Contributions Act, as amended “(“FICA”), or the United States Federal Unemployment Tax Act, as amended (“FUTA”), (ii) cooperate with each other to avoid, to the extent possible, the restart of FICA and FUTA upon or following the Operational Separation Distribution Date or the Distribution Date, as applicable, with respect to each such UpstreamCo Corner Store Group Employee or following the Transfer Date with respect to each Post Distribution Transferred Employee for the tax year during which the Operational Separation Distribution Date or the Distribution Date, as applicable, Transfer Date occurs, and (iii) use commercially reasonable efforts file tax returns, exchange wage payment information, and report wage payments made by the respective predecessor and successor employer on separate IRS Forms W-2 or similar earnings statements to implement each such Corner Store Group Employee for the alternate procedure described tax year in which the Distribution Date or Transfer Date occurs, in a manner provided in Section 5 4.02(1) of Revenue Procedure 2004-53; provided, however, that to the extent that UpstreamCo (or the applicable member of the UpstreamCo Group) cannot be treated as a “successor employer” to Parent (or the applicable member of the Parent Group) within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code with respect to any UpstreamCo Group Employee or group of UpstreamCo Group Employees, (x) with respect to the portion of the tax year commencing on January 1, 2016 and ending on the Operational Separation Date or the Distribution Date, as applicable, Parent will (A) be responsible for all payroll obligations, tax withholding and reporting obligations for such UpstreamCo Group Employees, and (B) furnish a Form W-2 or similar earnings statement to all such UpstreamCo Group Employees for such period, and (y) with respect to the remaining portion of such tax year, UpstreamCo will (A) be responsible for all payroll obligations, tax withholding and reporting obligations regarding such UpstreamCo Group Employees, and (B) furnish a Form W-2 or similar earnings statement to all such UpstreamCo Group Employees.

Payroll and Related Taxes. Subject to the services to be performed by ServiceMaster pursuant to the Transition Services Agreement, with respect to the portion of the tax year ending on and including the Business Separation, ServiceMaster will (i) be responsible for all payroll obligations, tax withholding and reporting obligations regarding, and (ii) furnish a Form W-2 or similar earnings statement to, all TruGreen Employees who were employed by the SVM Group or the TG Group during such period. Subject to the services to be performed by ServiceMaster pursuant to the Transition Services Agreement, with respect to the remaining portion of the tax year, the TG Group will (i) be responsible for all payroll obligations, tax withholding and reporting obligations regarding, all TruGreen Employees, and (ii) furnish a W-2 or similar earning statement to, all TruGreen Employees. With respect to any UpstreamCo Group Employee or group of UpstreamCo Group Employeeseach affected TruGreen Employee, the Parties SVM Group and the TG Group shall, or and shall cause their respective Subsidiaries to, Affiliates to (to the extent practicable and to the extent permitted by applicable Law) (i) treat UpstreamCo TruGreen (or the applicable member of the UpstreamCo TG Group) as a “successor employer” and Parent treat ServiceMaster (or the applicable member of the Parent SVM Group) as a “predecessor,” within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code, to the extent appropriate, for purposes of taxes imposed under the United States Federal Insurance Contributions Act, as amended (“FICA”), or the United States Federal Unemployment Tax Act, as amended (“FUTA”), (ii) cooperate with each other to avoid, to the extent possible, the restart of FICA and FUTA upon or following the Operational Business Separation Date or the Distribution Date, as applicable, with respect to each such UpstreamCo Group TG Employee for the tax year during which the Operational Business Separation Date or the Distribution Date, as applicable, occurs, and (iii) use commercially reasonable efforts file tax returns, exchange wage payment information and report wage payments made by the respective predecessor and successor employer on separate IRS Forms W-2 or similar earnings statements to implement each such TG Employee for the alternate procedure described tax year in which the Business Separation occurs, in a manner provided in Section 5 4.02(1) of Revenue Procedure 2004-53; provided, however, that to the extent that UpstreamCo (or the applicable member of the UpstreamCo Group) cannot be treated as a “successor employer” to Parent (or the applicable member of the Parent Group) within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code with respect to any UpstreamCo Group Employee or group of UpstreamCo Group Employees, (x) with respect to the portion of the tax year commencing on January 1, 2016 and ending on the Operational Separation Date or the Distribution Date, as applicable, Parent will (A) be responsible for all payroll obligations, tax withholding and reporting obligations for such UpstreamCo Group Employees, and (B) furnish a Form W-2 or similar earnings statement to all such UpstreamCo Group Employees for such period, and (y) with respect to the remaining portion of such tax year, UpstreamCo will (A) be responsible for all payroll obligations, tax withholding and reporting obligations regarding such UpstreamCo Group Employees, and (B) furnish a Form W-2 or similar earnings statement to all such UpstreamCo Group Employees.

Payroll and Related Taxes. With respect to any UpstreamCo Group Flowco Employee or group of UpstreamCo Group Flowco Employees, the Parties shall, or shall cause their respective Subsidiaries to, (i) treat UpstreamCo Flowco (or the applicable member of the UpstreamCo Flowco Group) as a “successor employer” and Parent Infrastructurco (or the applicable member of the Parent Infrastructurco Group) as a “predecessor,” within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code, for purposes of taxes imposed under the United States Federal Insurance Contributions Act, as amended (“FICA”), or the United States Federal Unemployment Tax Act, as amended (“FUTA”), (ii) cooperate with each other to avoid, to the extent possible, the restart of FICA and FUTA upon before, upon, or following the Operational Separation Date or the Distribution Date, as applicable, Effective Time with respect to each such UpstreamCo Group Flowco Employee for the tax year during which the Operational Separation Date or the Distribution Date, as applicable, Effective Time occurs, and (iii) use commercially reasonable efforts to implement the alternate procedure described in Section 5 of Revenue Procedure 2004-53; provided, however, that to the extent that UpstreamCo that, if Flowco (or the applicable member of the UpstreamCo Flowco Group) cannot be treated as a “successor employer” to Parent SPX (or the applicable member of the Parent Infrastructurco Group) within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code with respect to any UpstreamCo Group Flowco Employee or group of UpstreamCo Group Flowco Employees, (x) with respect to the portion of the tax year commencing on January 1, 2016 2015 and ending on the Operational Separation Date or the Distribution Date, as applicable, Parent SPX will (A) be responsible for all payroll obligations, tax withholding and reporting obligations for such UpstreamCo Group Employees, Flowco Employees and (B) furnish a Form W-2 or similar earnings statement to all such UpstreamCo Group Flowco Employees for such period, and (y) with respect to the remaining portion of such tax year, UpstreamCo Flowco will (A) be responsible for all payroll obligations, tax withholding and reporting obligations regarding such UpstreamCo Group Employees, Flowco Employees and (B) furnish a Form W-2 or similar earnings statement to all such UpstreamCo Group Flowco Employees.

Payroll and Related Taxes. With respect to any UpstreamCo the portion of the tax year occurring prior to the day immediately following the Effective Time, Xxxxxxx International will (i) be responsible for all payroll obligations, tax withholding and reporting obligations and (ii) furnish a Form W-2 or similar earnings statement to all Xxxxxxx Electronics Group Employee Employees for such period. With respect to the remaining portion of such tax year, Xxxxxxx Electronics will (i) be responsible for all payroll obligations, tax withholding, and reporting obligations regarding Xxxxxxx Electronics Group Employees and (ii) furnish a Form W-2 or group of UpstreamCo similar earnings statement to all Xxxxxxx Electronics Group Employees. Following the Effective Time, Xxxxxxx International will, to the Parties extent provided in the Transition Services Agreement, provide payroll obligations, tax withholding and reporting obligations in accordance with the terms of the Transition Services Agreement. With respect to each Xxxxxxx Electronics Group Employee, Xxxxxxx International and Xxxxxxx Electronics shall, or and shall cause their respective Subsidiaries to, Affiliates to (ito the extent permitted by applicable Law and practicable) (a) treat UpstreamCo Xxxxxxx Electronics (or the applicable member of the UpstreamCo GroupXxxxxxx Electronics Entity) as a “successor employer” and Parent Xxxxxxx International (or the applicable member of the Parent GroupXxxxxxx International Entity) as a “predecessor,” within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code, to the extent appropriate, for purposes of taxes Taxes imposed under the United States Federal Insurance Contributions Act, as amended (“FICA”), or the United States Federal Unemployment Tax Act, as amended (“FUTA”)) and (b) file tax returns, (iiexchange wage payment information, and report wage payments made by the respective predecessor and successor employer on separate IRS Forms W-2 or similar earnings statements to each such Xxxxxxx Electronics Group Employee for the tax year in which the Effective Time occurs, in a manner provided in Section 4.02(l) cooperate with each other to avoid, of Revenue Procedure 2004-53. Except to the extent possibleotherwise administratively practicable, the restart collection of payroll taxes under FICA and FUTA will restart upon or following the Operational Separation Date or the Distribution Date, as applicable, Effective Time with respect to each such UpstreamCo Xxxxxxx Electronics Group Employee for the tax year during which the Operational Separation Date or the Distribution Date, as applicable, Effective Time occurs, and (iii) use commercially reasonable efforts to implement the alternate procedure described in Section 5 of Revenue Procedure 2004-53; provided, however, that to the extent that UpstreamCo (or the applicable member of the UpstreamCo Group) cannot be treated as a “successor employer” to Parent (or the applicable member of the Parent Group) within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code with respect to any UpstreamCo Group Employee or group of UpstreamCo Group Employees, (x) with respect to the portion of the tax year commencing on January 1, 2016 and ending on the Operational Separation Date or the Distribution Date, as applicable, Parent will (A) be responsible for all payroll obligations, tax withholding and reporting obligations for such UpstreamCo Group Employees, and (B) furnish a Form W-2 or similar earnings statement to all such UpstreamCo Group Employees for such period, and (y) with respect to the remaining portion of such tax year, UpstreamCo will (A) be responsible for all payroll obligations, tax withholding and reporting obligations regarding such UpstreamCo Group Employees, and (B) furnish a Form W-2 or similar earnings statement to all such UpstreamCo Group Employees.

Payroll and Related Taxes. With respect to any UpstreamCo CoalCo Group Employee or group of UpstreamCo CoalCo Group Employees, the Parties shall, or shall cause their respective Subsidiaries to, (i) treat UpstreamCo CoalCo (or the applicable member of the UpstreamCo CoalCo Group) as a “successor employer” and Parent (or the applicable member of the Parent Group) as a “predecessor,” within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code, for purposes of taxes imposed under the United States Federal Insurance Contributions Act, as amended (“FICA”), or the United States Federal Unemployment Tax Act, as amended (“FUTA”), (ii) cooperate with each other to avoid, to the extent possible, the restart of FICA and FUTA upon or following the Operational Separation Date or the Distribution Date, as applicable, with respect to each such UpstreamCo CoalCo Group Employee for the tax year during which the Operational Separation Distribution Date or the Distribution Date, as applicable, occurs, and (iii) use commercially reasonable efforts to implement the alternate procedure described in Section 5 of Revenue Procedure 2004-53; provided, however, that to the extent that UpstreamCo CoalCo (or the applicable member of the UpstreamCo CoalCo Group) cannot be treated as a “successor employer” to Parent (or the applicable member of the Parent Group) within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code with respect to any UpstreamCo CoalCo Group Employee or group of UpstreamCo CoalCo Group Employees, (x) with respect to the portion of the tax year commencing on January 1, 2016 2017 and ending on the Operational Separation Distribution Date or the Distribution Date, as applicable, Parent GasCo will (A) be responsible for all payroll obligations, tax withholding and reporting obligations for such UpstreamCo CoalCo Group Employees, and (B) furnish a Form W-2 or similar earnings statement to all such UpstreamCo CoalCo Group Employees for such period, and (y) with respect to the remaining portion of such tax year, UpstreamCo CoalCo will (A) be responsible for all payroll obligations, tax withholding and reporting obligations regarding such UpstreamCo CoalCo Group Employees, and (B) furnish a Form W-2 or similar earnings statement to all such UpstreamCo CoalCo Group Employees.

Payroll and Related Taxes. With respect to any UpstreamCo the tax year containing the Distribution Date, SpinCo will (i) be responsible for all payroll obligations, tax withholding, and reporting obligations regarding SpinCo Group Employee Employees and (ii) furnish a Form W-2 or group of UpstreamCo similar earnings statement to all SpinCo Group Employees. With respect to the portion of the tax year ending on and including the day prior to the Transfer Date, SpinCo will (i) be responsible for all payroll obligations, tax withholding and reporting obligations and (ii) furnish a Form W-2 or similar earnings statement, to all Post Distribution Transferred Employees, if any, who were employed by any member of the Parties NOV Group during such period. With respect to each affected Post Distribution Transferred Employee, NOV and SpinCo shall, or and shall cause their respective Subsidiaries to, Affiliates to (to the extent permitted by applicable Law and practicable) (i) treat UpstreamCo SpinCo (or the applicable member of the UpstreamCo GroupSpinCo Entity) as a “successor employer” and Parent NOV (or the applicable member of the Parent GroupNOV Entity) as a “predecessor,” within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code, to the extent appropriate, for purposes of taxes imposed under the United States Federal Insurance Contributions Act, as amended (“FICA”), or the United States Federal Unemployment Tax Act, as amended (“FUTA”), (ii) cooperate with each other to avoid, to the extent possible, the restart of FICA and FUTA upon or following the Operational Separation Transfer Date or the Distribution Date, as applicable, with respect to each such UpstreamCo Group Post Distribution Transferred Employee for the tax year during which the Operational Separation Transfer Date or the Distribution Date, as applicable, occurs, and (iii) use commercially reasonable efforts file tax returns, exchange wage payment information, and report wage payments made by the respective predecessor and successor employer on separate IRS Forms W-2 or similar earnings statements to implement each such Post Distribution Transferred Employee for the alternate procedure described tax year in which the Transfer Date occurs, in a manner provided in Section 5 of Revenue Procedure 2004-53; provided, however, that to the extent that UpstreamCo (or the applicable member of the UpstreamCo Group) cannot be treated as a “successor employer” to Parent (or the applicable member of the Parent Group) within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code with respect to any UpstreamCo Group Employee or group of UpstreamCo Group Employees, (x) with respect to the portion of the tax year commencing on January 1, 2016 and ending on the Operational Separation Date or the Distribution Date, as applicable, Parent will (A) be responsible for all payroll obligations, tax withholding and reporting obligations for such UpstreamCo Group Employees, and (B) furnish a Form W-2 or similar earnings statement to all such UpstreamCo Group Employees for such period, and (y) with respect to the remaining portion of such tax year, UpstreamCo will (A) be responsible for all payroll obligations, tax withholding and reporting obligations regarding such UpstreamCo Group Employees, and (B) furnish a Form W-2 or similar earnings statement to all such UpstreamCo Group Employees.

Payroll and Related Taxes. With respect to any UpstreamCo the portion of the tax year occurring prior to and including the Effective Time, CSC will (i) be responsible for all payroll obligations, tax withholding and reporting obligations and (ii) furnish a Form W-2 or similar earnings statement to all CSRA Group Employee Employees for such period. With respect to the remaining portion of such tax year, CSRA will (A) be responsible for all payroll obligations, tax withholding, and reporting obligations regarding CSRA Group Employees and (B) furnish a Form W-2 or group of UpstreamCo similar earnings statement to all CSRA Group Employees. With respect to each CSRA Group Employee, the Parties CSC and CSRA shall, or and shall cause their respective Subsidiaries to, Affiliates to (ito the extent permitted by applicable Law and practicable) (1) treat UpstreamCo CSRA (or the applicable member of the UpstreamCo GroupCSRA Entity) as a “successor employer” and Parent CSC (or the applicable member of the Parent GroupCSC Entity) as a “predecessor,” within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code, to the extent appropriate, for purposes of taxes imposed under the United States Federal Insurance Contributions Act, as amended (“FICA”), or the United States Federal Unemployment Tax Act, as amended (“FUTA”), (ii2) cooperate with each other to avoid, to the extent possible, the restart of FICA and FUTA upon or following the Operational Separation Date or the Distribution Date, as applicable, Effective Time with respect to each such UpstreamCo CSRA Group Employee for the tax year during which the Operational Separation Date or the Distribution Date, as applicable, Effective Time occurs, and (iii3) use commercially reasonable efforts file tax returns, exchange wage payment information, and report wage payments made by the respective predecessor and successor employer on separate IRS Forms W-2 or similar earnings statements to implement each such CSRA Group Employee for the alternate procedure described tax year in which the Effective Time occurs, in a manner provided in Section 5 4.02(l) of Revenue Procedure 2004-53; provided, however, that to the extent that UpstreamCo (or the applicable member of the UpstreamCo Group) cannot be treated as a “successor employer” to Parent (or the applicable member of the Parent Group) within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code with respect to any UpstreamCo Group Employee or group of UpstreamCo Group Employees, (x) with respect to the portion of the tax year commencing on January 1, 2016 and ending on the Operational Separation Date or the Distribution Date, as applicable, Parent will (A) be responsible for all payroll obligations, tax withholding and reporting obligations for such UpstreamCo Group Employees, and (B) furnish a Form W-2 or similar earnings statement to all such UpstreamCo Group Employees for such period, and (y) with respect to the remaining portion of such tax year, UpstreamCo will (A) be responsible for all payroll obligations, tax withholding and reporting obligations regarding such UpstreamCo Group Employees, and (B) furnish a Form W-2 or similar earnings statement to all such UpstreamCo Group Employees.

Payroll and Related Taxes. With respect to any UpstreamCo the portion of the tax year occurring prior to and including the Effective Time, Leidos will (i) be responsible for all payroll obligations, tax withholding and reporting obligations and (ii) furnish a Form W-2 or similar earnings statement to all New SAIC Group Employee Employees for such period. With respect to the remaining portion of such tax year, New SAIC will (i) be responsible for all payroll obligations, tax withholding, and reporting obligations regarding New SAIC Group Employees and (ii) furnish a Form W-2 or group of UpstreamCo similar earnings statement to all New SAIC Group Employees. With respect to each New SAIC Group Employee, the Parties Leidos and New SAIC shall, or and shall cause their respective Subsidiaries to, Affiliates to (ito the extent permitted by applicable Law and practicable) (a) treat UpstreamCo New SAIC (or the applicable member of the UpstreamCo GroupNew SAIC Entity) as a “successor employer” and Parent Leidos (or the applicable member of the Parent GroupLeidos Entity) as a “predecessor,” within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code, to the extent appropriate, for purposes of taxes imposed under the United States Federal Insurance Contributions Act, as amended (“FICA”), or the United States Federal Unemployment Tax Act, as amended (“FUTA”), ; (iib) cooperate with each other to avoid, to the extent possible, the restart of FICA and FUTA upon or following the Operational Separation Date or the Distribution Date, as applicable, Effective Time with respect to each such UpstreamCo New SAIC Group Employee for the tax year during which the Operational Separation Date Effective Time occurs; and (c) file tax returns, exchange wage payment information, and report wage payments made by the respective predecessor and successor employer on separate IRS Forms W-2 or similar earnings statements to each such New SAIC Group Employee for the Distribution Date, as applicable, tax year in which the Effective Time occurs, and (iii) use commercially reasonable efforts to implement the alternate procedure described in a manner provided in Section 5 4.02(l) of Revenue Procedure 2004-53; provided. Notwithstanding the foregoing, however, that to the extent that UpstreamCo (or the applicable member of the UpstreamCo Group) cannot be treated as a “successor employer” to Parent (or the applicable member of the Parent Group) within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code with respect to any UpstreamCo Group Employee or group of UpstreamCo Group Employees, (x) with respect to the portion of the tax year commencing on January 1, 2016 and pay period ending on the Operational Separation Date or the Distribution DateSeptember 27, as applicable2013, Parent will (A) be responsible New SAIC shall reimburse Leidos for all payroll obligations, obligations and tax withholding and reporting obligations for such UpstreamCo undertaken by Leidos with regard to New SAIC Group Employees. Such reimbursement shall be effected no later than October 7, and (B) furnish a Form W-2 or similar earnings statement to all 2013. Any such UpstreamCo Group Employees for such period, and (y) reimbursement shall be treated in accordance with respect to the remaining portion principles set forth in Section 11.24 of such tax year, UpstreamCo will (A) be responsible for all payroll obligations, tax withholding and reporting obligations regarding such UpstreamCo Group Employees, and (B) furnish a Form W-2 or similar earnings statement to all such UpstreamCo Group Employeesthe Distribution Agreement.