Common use of Payroll and Related Taxes Clause in Contracts

Payroll and Related Taxes. With respect to the portion of the tax year occurring prior to the day immediately following the Distribution Date, B/E 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 KLX Employees and Former KLX Employees for such period. With respect to the remaining portion of such tax year, KLX will (A) be responsible for all payroll obligations, tax withholding, and reporting obligations regarding KLX Employees and (B) furnish a Form W-2 or similar earnings statement to all KLX Employees. With respect to each KLX Employee, B/E and KLX shall, and shall cause their respective Affiliates to (to the extent permitted by applicable Law and practicable) (1) treat KLX (or the applicable member of the KLX Group) as a “successor employer” and B/E (or the applicable member of the B/E 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”), (2) cooperate with each other to avoid, to the extent possible, the restart of FICA and FUTA upon or following the Distribution Date with respect to each such KLX Employee for the tax year during which the Distribution Date occurs, and (3) 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 KLX Employee for the tax year in which the Distribution Date occurs, in a manner provided in Section 4.02(l) of Revenue Procedure 2004-53.

Payroll and Related Taxes. With respect to any SpinCo Group Employee or group of SpinCo Group Employees, the portion of the tax year occurring prior to the day immediately following the Distribution Date, B/E 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 KLX Employees and Former KLX Employees for such period. With respect to the remaining portion of such tax year, KLX will (A) be responsible for all payroll obligations, tax withholding, and reporting obligations regarding KLX Employees and (B) furnish a Form W-2 or similar earnings statement to all KLX Employees. With respect to each KLX Employee, B/E and KLX Parties shall, and or shall cause their respective Affiliates to Subsidiaries to, (to the extent permitted by applicable Law and practicable) (1i) treat KLX SpinCo (or the applicable member of the KLX SpinCo Group) as a “successor employer” and B/E Parent (or the applicable member of the B/E 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 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”), (2ii) cooperate with each other to avoid, to the extent possible, the restart of FICA and FUTA upon or following the Distribution Date Effective Time with respect to each such KLX SpinCo Group Employee for the tax Tax year during which the Distribution Date Effective Time occurs, and (3iii) file tax returns, exchange wage payment information, and report wage payments made by use commercially reasonable efforts to implement the respective predecessor and successor employer on separate IRS Forms W-2 or similar earnings statements to each such KLX Employee for the tax year in which the Distribution Date occurs, in a manner provided alternate procedure described in Section 4.02(l) 5 of Revenue Procedure 2004-53; provided, however, that, to the extent that SpinCo (or the applicable member of the 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 SpinCo Group Employee or group of SpinCo Group Employees, (x) with respect to the portion of the Tax year commencing on January 1, 2015 and ending on the Distribution Date, Parent shall (A) be responsible for all payroll obligations, Tax withholding and reporting obligations for such SpinCo Group Employees and (B) furnish a Form W-2 or similar earnings statement to all such SpinCo Group Employees for such period, and (y) with respect to the remaining portion of such Tax year, SpinCo shall (A) be responsible for all payroll obligations, Tax withholding and reporting obligations regarding such SpinCo Group Employees and (B) furnish a Form W-2 or similar earnings statement to all such SpinCo Group Employees.

Payroll and Related Taxes. With respect to the portion of the tax year occurring prior to the day immediately following the Distribution Date, B/E OS 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 KLX Civeo Group Employees and Former KLX Civeo Group Employees for such period. With respect to the remaining portion of such tax year, KLX Civeo will (Ai) be responsible for all payroll obligations, tax withholding, and reporting obligations regarding KLX Civeo Group Employees and (Bii) furnish a Form W-2 or similar earnings statement to all KLX Civeo Group Employees. With respect to each KLX Civeo Group Employee, B/E Oil States and KLX Civeo shall, and shall cause their respective Affiliates to (to the extent permitted by applicable Law and practicable) (1i) treat KLX Civeo (or the applicable member of the KLX GroupCiveo Entity) as a “successor employer” and B/E OS (or the applicable member of the B/E GroupOS 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”), (2b) cooperate with each other to avoid, to the extent possible, the restart of FICA and FUTA upon or following the Distribution Date Effective Time with respect to each such KLX Civeo Group Employee for the tax year during which the Distribution Date Effective Time occurs, and (3c) 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 KLX Civeo Group Employee for the tax year in which the Distribution Date Effective Time occurs, in a manner provided in Section 4.02(l) of Revenue Procedure 2004-53.

Payroll and Related Taxes. With respect to the portion of the tax year occurring prior to the day immediately following the Distribution DateEffective Time, B/E a Moon Entity will (i) be responsible for all payroll obligations, tax withholding withholding, and reporting obligations and (ii) furnish a Form W-2 or similar earnings statement to all KLX SpinCo Employees and Former KLX SpinCo Employees for such period. With respect to the remaining portion of such tax year, KLX a Clover Entity will (Ai) be responsible for all payroll obligations, tax withholding, and reporting obligations regarding KLX SpinCo Employees and (Bii) furnish a Form W-2 or similar earnings statement to all KLX SpinCo Employees. With respect to each KLX SpinCo Employee, B/E Moon and KLX Clover shall, and shall cause their respective Affiliates to (to the extent permitted by applicable Law and practicable) (1x) treat KLX (or the applicable member of the KLX Group) a Clover Entity as a “successor employer” and B/E (or the applicable member of the B/E Group) a Moon Entity as a “predecessor,” in each case 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”), (2) cooperate with each other to avoid, to the extent possible, the restart of FICA and FUTA upon or following the Distribution Date with respect to each such KLX Employee for the tax year during which the Distribution Date occurs, and (3y) 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 KLX SpinCo Employee for the tax year in which the Distribution Date Effective Time occurs, in a manner provided in Section 4.02(l) of Revenue Procedure 2004-53. Except to the extent otherwise administratively practicable, the collection of payroll taxes under FICA and FUTA will restart upon or following the Effective Time with respect to each SpinCo Entity for the tax year during which the Effective Time occurs.

Payroll and Related Taxes. With To the extent applicable, with respect to the portion of the tax year occurring prior to and including the day immediately following Closing, the Distribution Date, B/E Contributor 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 KLX Employees and Former KLX the Contributor Employees for such period. With respect to the remaining portion of such tax year, KLX the Operating Partnership will (Ai) be responsible for all payroll obligations, tax withholding, and reporting obligations regarding KLX Contributor Employees and (Bii) furnish a Form W-2 or similar earnings statement to all KLX Contributor Employees. With respect to each KLX Contributor Employee, B/E Contributor and KLX Operating Partnership shall, and shall cause their respective Affiliates affiliates to (to the extent permitted by applicable Law law and practicable) (1x) treat KLX Operating Partnership (or an applicable subsidiary) as a "successor employer" and the Contributor (or the applicable member of the KLX GroupContributor affiliate) as a “successor employer” and B/E (or the applicable member of the B/E 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”"), ; (2y) cooperate with each other to avoid, to the extent possible, the restart of FICA and FUTA upon or following the Distribution Date Closing with respect to each such KLX Contributor Employee for the tax year during which the Distribution Date Closing occurs, ; and (3z) 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 KLX Contributor Employee for the tax year in which the Distribution Date Effective Time occurs, in a manner provided in Section 4.02(l) of Revenue Procedure 2004-53.

Payroll and Related Taxes. With respect to the portion of the tax year occurring prior to the day immediately following the Distribution Date, B/E COP 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 KLX Employees and Former KLX Xxxxxxxx 66 Group Employees for such period. With respect to the remaining portion of such tax year, KLX Xxxxxxxx 66 will (Ai) be responsible for all payroll obligations, tax withholding, and reporting obligations regarding KLX Xxxxxxxx 66 Group Employees and (Bii) furnish a Form W-2 or similar earnings statement to all KLX Xxxxxxxx 66 Group Employees. With respect to each KLX Xxxxxxxx 66 Group Employee, B/E COP and KLX Xxxxxxxx 66 shall, and shall cause their respective Affiliates to (to the extent permitted by applicable Law and practicable) (1i) treat KLX Xxxxxxxx 66 (or the applicable member of the KLX GroupXxxxxxxx 66 Entity) as a “successor employer” and B/E COP (or the applicable member of the B/E GroupCOP 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”), (2b) cooperate with each other to avoid, to the extent possible, the restart of FICA and FUTA upon or following the Distribution Date Effective Time with respect to each such KLX Xxxxxxxx 66 Group Employee for the tax year during which the Distribution Date Effective Time occurs, and (3c) 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 W­2 or similar earnings statements to each such KLX Xxxxxxxx 66 Group Employee for the tax year in which the Distribution Date Effective Time occurs, in a manner provided in Section 4.02(l) of Revenue Procedure 2004-53.

Payroll and Related Taxes. With respect to any SpinCo Group Employee or group of SpinCo Group Employees, the portion of the tax year occurring prior to the day immediately following the Distribution Date, B/E 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 KLX Employees and Former KLX Employees for such period. With respect to the remaining portion of such tax year, KLX will (A) be responsible for all payroll obligations, tax withholding, and reporting obligations regarding KLX Employees and (B) furnish a Form W-2 or similar earnings statement to all KLX Employees. With respect to each KLX Employee, B/E and KLX Parties shall, and or shall cause their respective Affiliates to Subsidiaries to, (to the extent permitted by applicable Law and practicable) (1i) treat KLX SpinCo (or the applicable member of the KLX SpinCo Group) as a “successor employer” and B/E Rayonier (or the applicable member of the B/E Rayonier 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”), (2ii) cooperate with each other to avoid, to the extent possible, the restart of FICA and FUTA upon or following the Distribution Date Effective Time with respect to each such KLX SpinCo Group Employee for the tax year during which the Distribution Date Effective Time occurs, and (3iii) file tax returns, exchange wage payment information, and report wage payments made by use commercially reasonably efforts to implement the respective predecessor and successor employer on separate IRS Forms W-2 or similar earnings statements to each such KLX Employee for the tax year in which the Distribution Date occurs, in a manner provided alternate procedure described in Section 4.02(l) 5 of Revenue Procedure 2004-53; provided, however that, to the extent that SpinCo (or the applicable member of the SpinCo Group) cannot be treated as a “successor employer” to Rayonier (or the applicable member of the Rayonier Group) within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code with respect to any SpinCo Group Employee or group of SpinCo Group Employees, (x) with respect to the portion of the tax year commencing on January 1, 2014 and ending on the Distribution Date, Rayonier will (A) be responsible for all payroll obligations, tax withholding and reporting obligations for such SpinCo Group Employees and (B) furnish a Form W-2 or similar earnings statement to all such SpinCo Group Employees for such period, and (y) with respect to the remaining portion of such tax year, SpinCo will (A) be responsible for all payroll obligations, tax withholding and reporting obligations regarding such SpinCo Group Employees and (B) furnish a Form W-2 or similar earnings statement to all such SpinCo Group Employees.

Payroll and Related Taxes. With respect to the portion of the tax year occurring prior to the day immediately following ending on and including the Distribution Date, B/E IP 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 KLX Employees and Former KLX Employees for such periodSpinco Group Employees. With respect to the remaining portion of such tax year, KLX Spinco will (Ai) be responsible for all payroll obligations, tax withholding, and reporting obligations regarding KLX for the Spinco Group Employees and (Bii) furnish a Form W-2 or similar earnings statement to all KLX Spinco Group Employees. With respect to each KLX affected Spinco Group Employee, B/E IP and KLX Spinco shall, and shall cause their respective Affiliates to (to the extent permitted by applicable Law and practicable) (1i) treat KLX Spinco (or the applicable member of the KLX GroupSpinco Entity) as a “successor employer” and B/E IP (or the applicable member of the B/E GroupIP 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, (2ii) 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 Distribution Date with respect to each such KLX Spinco Group Employee for the tax year during which the Distribution Date occurs, and (3iii) 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 KLX Spinco Group Employee for the tax year in which the Distribution Date occurs, in a manner provided in Section 4.02(l4.02(1) of Revenue Procedure 2004-53. Notwithstanding the foregoing provisions of this Section 2.1(c), the matters described herein are subject to Section 4.2 in respect of the IP Stock Plans.

Payroll and Related Taxes. With respect to the portion of the tax year occurring prior to and including the day immediately following the Distribution DateEffective Time, B/E 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 KLX Employees and Former KLX New SAIC Group Employees for such period. With respect to the remaining portion of such tax year, KLX New SAIC will (Ai) be responsible for all payroll obligations, tax withholding, and reporting obligations regarding KLX New SAIC Group Employees and (Bii) furnish a Form W-2 or similar earnings statement to all KLX New SAIC Group Employees. With respect to each KLX New SAIC Group Employee, B/E Leidos and KLX New SAIC shall, and shall cause their respective Affiliates to (to the extent permitted by applicable Law and practicable) (1a) treat KLX New SAIC (or the applicable member of the KLX GroupNew SAIC Entity) as a “successor employer” and B/E Leidos (or the applicable member of the B/E 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”), ; (2b) cooperate with each other to avoid, to the extent possible, the restart of FICA and FUTA upon or following the Distribution Date Effective Time with respect to each such KLX New SAIC Group Employee for the tax year during which the Distribution Date Effective Time occurs, ; and (3c) 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 KLX New SAIC Group Employee for the tax year in which the Distribution Date Effective Time occurs, in a manner provided in Section 4.02(l) of Revenue Procedure 2004-53.

Payroll and Related Taxes. With respect to the portion of the tax year occurring prior to the day immediately following the Distribution Date, B/E COP 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 KLX Employees and Former KLX Xxxxxxxx 66 Group Employees for such period. With respect to the remaining portion of such tax year, KLX Xxxxxxxx 66 will (Ai) be responsible for all payroll obligations, tax withholding, and reporting obligations regarding KLX Xxxxxxxx 66 Group Employees and (Bii) furnish a Form W-2 or similar earnings statement to all KLX Xxxxxxxx 66 Group Employees. With respect to each KLX Xxxxxxxx 66 Group Employee, B/E COP and KLX Xxxxxxxx 66 shall, and shall cause their respective Affiliates to (to the extent permitted by applicable Law and practicable) (1i) treat KLX Xxxxxxxx 66 (or the applicable member of the KLX GroupXxxxxxxx 66 Entity) as a “successor employer” and B/E COP (or the applicable member of the B/E GroupCOP 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”), (2b) cooperate with each other to avoid, to the extent possible, the restart of FICA and FUTA upon or following the Distribution Date Effective Time with respect to each such KLX Xxxxxxxx 66 Group Employee for the tax year during which the Distribution Date Effective Time occurs, and (3c) 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 KLX Xxxxxxxx 66 Group Employee for the tax year in which the Distribution Date Effective Time occurs, in a manner provided in Section 4.02(l) of Revenue Procedure 2004-53.

Payroll and Related Taxes. With respect to the portion of the tax year occurring prior to the day immediately following the Distribution Closing Date, B/E the Company 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 KLX Employees and Former KLX Business Employees for such period. With respect to the remaining portion of such tax year, KLX Acquiror or one of its Affiliates will (Ai) be responsible for all payroll obligations, tax withholding, and reporting obligations regarding KLX Transferred Employees and (Bii) furnish a Form W-2 or similar earnings statement to all KLX Transferred Employees. With respect to each KLX Transferred Employee, B/E the Company and KLX Acquiror shall, and shall cause their respective Affiliates to (to the extent permitted by applicable Law and practicable) (1a) treat KLX Acquiror (or the its applicable member of the KLX GroupAffiliate) as a “successor employer” and B/E the Company (or the its applicable member of the B/E GroupAffiliate) 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”)amended, or the United States Federal Unemployment Tax Act, as amended (“FUTA”), (2) cooperate with each other to avoid, to the extent possible, the restart of FICA and FUTA upon or following the Distribution Date with respect to each such KLX Employee for the tax year during which the Distribution Date occursamended, and (3b) 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 KLX Transferred Employee for the tax year in which the Distribution Date Closing occurs, in a manner provided in Section 4.02(l) of Revenue Procedure 2004-53.