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 Separation Date, Select 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 Concentra Employees and former Concentra Employees for such period. Except as otherwise expressly provided in this Agreement, with respect to the remaining portion of such tax year, Concentra or applicable member of the Concentra Group will (A) be responsible for all payroll obligations, Tax withholding (including the employer portion of any payroll, social security, unemployment or similar Taxes relating to the payments described in this Agreement), and reporting obligations regarding Concentra Employees and (B) furnish a Form W-2 or similar earnings statement to all Concentra Employees. With respect to each Concentra Employee, Select and Concentra shall, and shall cause their respective Affiliates to (to the extent permitted by applicable Law and practicable) (1) treat Concentra (or the applicable member of the Concentra Group) as a “successor employer” and Select (or the applicable member of the Select 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 (2) cooperate with each other to avoid, to the extent possible, the restart of FICA and FUTA upon or following the Separation Date with respect to each such Concentra Employee for the tax year during which the Separation Date occurs.