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 ARTICLE 9 CONDITIONS TO CLOSING 9.1 Conditions to Obligations of Purchaser 43 9.2 Conditions to Obligations of Seller 43 ARTICLE 10
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 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....................................................................................................................48 8.2
Taxes and Employee Benefits. The parties agree that during the Consulting Period, Consulting Company shall be serving as an independent contractor of the Company, and therefore unless required by law, the Company shall not deduct any federal, provincial, state or local taxes or other withholdings from any sums paid Consulting Company hereunder, and Consulting Company hereby agrees to indemnify and hold harmless the Company from, direct liability for any and all federal, state and local taxes or assessments of any kind arising out of any payment made by the Company to Consulting Company hereunder. Consulting Company shall be responsible for all tax reporting, tax payments, withholdings, insurance and other payments, expenses and filings required to be made or paid by him or his agents or employees. Further, neither Consulting Company nor any of his agents or employees on account of it or their having rendered Consulting Services hereunder shall be entitled to any benefits provided by the Company to any of its employees, including, without limitation, any retirement plan, insurance program, disability plan, medical benefits plan or any other fringe benefit program sponsored and maintained by the Company for its employees.(
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. 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. Advisor acknowledges and agrees that Advisor is obligated to report as income, and pay all applicable taxes with respect to, all compensation received by Advisor pursuant to this Agreement. Advisor will not be entitled to any benefits paid or made available by Stoke to its employees, including, without limitation, any vacation or illness payments, or to participate in any plans, arrangements or distributions made by Stoke pertaining to any bonus, stock option, profit sharing, insurance or similar benefits. Advisor acknowledges that Stoke will not carry any liability insurance on behalf of Advisor.
