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 Effective Time, ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ Electronics Group Employees for such period. With respect to the remaining portion of such tax year, ▇▇▇▇▇▇▇ Electronics will (i) be responsible for all payroll obligations, tax withholding, and reporting obligations regarding ▇▇▇▇▇▇▇ Electronics Group Employees and (ii) furnish a Form W-2 or similar earnings statement to all ▇▇▇▇▇▇▇ Electronics Group Employees. Following the Effective Time, ▇▇▇▇▇▇▇ International will, to the 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 ▇▇▇▇▇▇▇ Electronics Group Employee, ▇▇▇▇▇▇▇ International and ▇▇▇▇▇▇▇ Electronics shall, and shall cause their respective Affiliates to (to the extent permitted by applicable Law and practicable) (a) treat ▇▇▇▇▇▇▇ Electronics (or the applicable ▇▇▇▇▇▇▇ Electronics Entity) as a “successor employer” and ▇▇▇▇▇▇▇ International (or the applicable ▇▇▇▇▇▇▇ 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 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, 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 ▇▇▇▇▇▇▇ Electronics Group Employee for the tax year in which the 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 ▇▇▇▇▇▇▇ Electronics Group Employee for the tax year during which the Effective Time occurs.

Payroll and Related Taxes. With respect to the portion of the tax year occurring prior to the day immediately following the Effective Time, ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ Electronics Group Employees for such period. With respect to the remaining portion of such tax year, ▇▇▇▇▇▇▇ Electronics will (i) be responsible for all payroll obligations, tax withholding, and reporting obligations regarding ▇▇▇▇▇▇▇ Electronics Group Employees and (ii) furnish a Form W-2 or similar earnings statement to all ▇▇▇▇▇▇▇ Electronics Group Employees. Following the Effective Time, ▇▇▇▇▇▇▇ International will, to the 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 ▇▇▇▇▇▇▇ Electronics Group Employee, ▇▇▇▇▇▇▇ International and ▇▇▇▇▇▇▇ Electronics shall, and shall cause their respective Affiliates to (to the extent permitted by applicable Law and practicable) ) (a) treat ▇▇▇▇▇▇▇ Electronics (or the applicable ▇▇▇▇▇▇▇ Electronics Entity) as a “successor employer” and ▇▇▇▇▇▇▇ International (or the applicable ▇▇▇▇▇▇▇ 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 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, 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 ▇▇▇▇▇▇▇ Electronics Group Employee for the tax year in which the 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 ▇▇▇▇▇▇▇ Electronics Group Employee for the tax year during which the Effective Time occurs.

Payroll and Related Taxes. With respect to the portion any AFI Group Employee or group of the tax year occurring prior to the day immediately following the Effective Time, ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ Electronics Group Employees for such period. With respect to the remaining portion of such tax year, ▇▇▇▇▇▇▇ Electronics will (i) be responsible for all payroll obligations, tax withholding, and reporting obligations regarding ▇▇▇▇▇▇▇ Electronics Group Employees and (ii) furnish a Form W-2 or similar earnings statement to all ▇▇▇▇▇▇▇ Electronics AFI Group Employees. Following , the Effective Time, ▇▇▇▇▇▇▇ International will, to the 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 ▇▇▇▇▇▇▇ Electronics Group Employee, ▇▇▇▇▇▇▇ International and ▇▇▇▇▇▇▇ Electronics Parties shall, and or shall cause their respective Affiliates to Subsidiaries to, (to the extent permitted by applicable Law and practicable) (ai) treat ▇▇▇▇▇▇▇ Electronics AFI (or the applicable ▇▇▇▇▇▇▇ Electronics Entitymember of the AFI Group) as a “successor employer” and ▇▇▇▇▇▇▇ International AWI (or the applicable ▇▇▇▇▇▇▇ International Entitymember of the AWI 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 Federal Insurance Contributions Act, as amended (“FICA”), or the United States Federal Unemployment Tax Act, as amended (“FUTA”), (ii) and (b) file tax returnscooperate with each other to avoid, 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 ▇▇▇▇▇▇▇ Electronics Group Employee for the tax year in which the Effective Time occurs, in a manner provided in Section 4.02(l) of Revenue Procedure 2004-53. Except to the extent otherwise administratively practicablepossible, the collection restart of payroll taxes under FICA and FUTA will restart upon or following the Effective Time with respect to each ▇▇▇▇▇▇▇ Electronics such AFI Group Employee for the tax year during which the Effective Time occurs, and (iii) use commercially reasonably efforts to implement the alternate procedure described in Section 5 of Revenue Procedure 2004-53; provided, however, that, to the extent that AFI (or the applicable member of the AFI Group) cannot be treated as a “successor employer” to AWI (or the applicable member of the AWI Group) within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code with respect to any AFI Group Employee or group of AFI Group Employees, (x) with respect to the portion of the tax year commencing on January 1, 2016 and ending on the Distribution Date, AWI will (A) be responsible for all payroll obligations, tax withholding and reporting obligations for such AFI Group Employees and (B) furnish a Form W-2 or similar earnings statement to all such AFI Group Employees for such period, and (y) with respect to the remaining portion of such tax year, AFI will (A) be responsible for all payroll obligations, tax withholding and reporting obligations regarding such AFI Group Employees and (B) furnish a Form W-2 or similar earnings statement to all such AFI Group Employees.

Payroll and Related Taxes. With respect to the portion of the tax year occurring prior to the day immediately following and including the Effective Time, ▇▇▇▇▇▇▇ International 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 ▇▇▇▇▇▇▇ Electronics New SAIC Group Employees for such period. With respect to the remaining portion of such tax year, ▇▇▇▇▇▇▇ Electronics New SAIC will (i) be responsible for all payroll obligations, tax withholding, and reporting obligations regarding ▇▇▇▇▇▇▇ Electronics New SAIC Group Employees and (ii) furnish a Form W-2 or similar earnings statement to all ▇▇▇▇▇▇▇ Electronics New SAIC Group Employees. Following the Effective Time, ▇▇▇▇▇▇▇ International will, to the 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 ▇▇▇▇▇▇▇ Electronics New SAIC Group Employee, ▇▇▇▇▇▇▇ International Leidos and ▇▇▇▇▇▇▇ Electronics New SAIC shall, and shall cause their respective Affiliates to (to the extent permitted by applicable Law and practicable) (a) treat ▇▇▇▇▇▇▇ Electronics New SAIC (or the applicable ▇▇▇▇▇▇▇ Electronics New SAIC Entity) as a “successor employer” and ▇▇▇▇▇▇▇ International Leidos (or the applicable ▇▇▇▇▇▇▇ International Leidos 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”); (b) cooperate with each other to avoid, to the extent possible, the restart of FICA and FUTA upon or following the Effective Time with respect to each such New SAIC Group Employee for the tax year during which the Effective Time occurs; and (bc) 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 ▇▇▇▇▇▇▇ Electronics New SAIC Group Employee for the tax year in which the Effective Time occurs, in a manner provided in Section 4.02(l) of Revenue Procedure 2004-53. Except to Notwithstanding the extent otherwise administratively practicableforegoing, the collection of payroll taxes under FICA and FUTA will restart upon or following the Effective Time with respect to each ▇▇▇▇▇▇▇ Electronics the pay period ending on September 27, 2013, New SAIC shall reimburse Leidos for all payroll obligations and tax withholding obligations undertaken by Leidos with regard to New SAIC Group Employee for Employees. Such reimbursement shall be effected no later than October 7, 2013. Any such reimbursement shall be treated in accordance with the tax year during which principles set forth in Section 11.24 of the Effective Time occursDistribution Agreement.

Payroll and Related Taxes. With respect to the portion of the tax year occurring prior to the day immediately following and including the Effective Time, ▇▇▇▇▇▇▇ International 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 ▇▇▇▇▇▇▇ Electronics CSRA Group Employees for such period. With respect to the remaining portion of such tax year, ▇▇▇▇▇▇▇ Electronics CSRA will (iA) be responsible for all payroll obligations, tax withholding, and reporting obligations regarding ▇▇▇▇▇▇▇ Electronics CSRA Group Employees and (iiB) furnish a Form W-2 or similar earnings statement to all ▇▇▇▇▇▇▇ Electronics CSRA Group Employees. Following the Effective Time, ▇▇▇▇▇▇▇ International will, to the 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 ▇▇▇▇▇▇▇ Electronics CSRA Group Employee, ▇▇▇▇▇▇▇ International CSC and ▇▇▇▇▇▇▇ Electronics CSRA shall, and shall cause their respective Affiliates to (to the extent permitted by applicable Law and practicable) ) (a1) treat ▇▇▇▇▇▇▇ Electronics CSRA (or the applicable ▇▇▇▇▇▇▇ Electronics CSRA Entity) as a “successor employer” and ▇▇▇▇▇▇▇ International CSC (or the applicable ▇▇▇▇▇▇▇ International CSC 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”), (2) cooperate with each other to avoid, to the extent possible, the restart of FICA and FUTA upon or following the Effective Time with respect to each such CSRA Group Employee for the tax year during which the Effective Time occurs, and (b3) 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 ▇▇▇▇▇▇▇ Electronics CSRA Group Employee for the tax year in which the 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 ▇▇▇▇▇▇▇ Electronics Group Employee for the tax year during which the Effective Time occurs.

Payroll and Related Taxes. With respect to the portion of the tax year occurring prior to the day immediately following and including the Effective Time, ▇▇▇▇▇▇▇ International 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 ▇▇▇▇▇▇▇ Electronics New SAIC Group Employees for such period. With respect to the remaining portion of such tax year, ▇▇▇▇▇▇▇ Electronics New SAIC will (i) be responsible for all payroll obligations, tax withholding, and reporting obligations regarding ▇▇▇▇▇▇▇ Electronics New SAIC Group Employees and (ii) furnish a Form W-2 or similar earnings statement to all ▇▇▇▇▇▇▇ Electronics New SAIC Group Employees. Following the Effective Time, ▇▇▇▇▇▇▇ International will, to the 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 ▇▇▇▇▇▇▇ Electronics New SAIC Group Employee, ▇▇▇▇▇▇▇ International Leidos and ▇▇▇▇▇▇▇ Electronics New SAIC shall, and shall cause their respective Affiliates to (to the extent permitted by applicable Law and practicable) (a) treat ▇▇▇▇▇▇▇ Electronics New SAIC (or the applicable ▇▇▇▇▇▇▇ Electronics New SAIC Entity) as a “successor employer” and ▇▇▇▇▇▇▇ International Leidos (or the applicable ▇▇▇▇▇▇▇ International Leidos 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”); (b) cooperate with each other to avoid, to the extent possible, the restart of FICA and FUTA upon or following the Effective Time with respect to each such New SAIC Group Employee for the tax year during which the Effective Time occurs; and (bc) 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 ▇▇▇▇▇▇▇ Electronics New SAIC Group Employee for the tax year in which the 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 ▇▇▇▇▇▇▇ Electronics Group Employee for the tax year during which the Effective Time occurs.