Common use of Provider as Payor Clause in Contracts

Provider as Payor. The parties acknowledge and agree that the Provider, and not SpinCo, will be solely responsible for the payment of salaries, wages, benefits (including health insurance, retirement, and other similar benefits, if any) and other compensation applicable to all Personnel; provided, however, that (a) SpinCo is responsible for the payment of the Services Fee in accordance with Section 2.1, and (b) SpinCo is responsible for the payment of (i) all compensation based on, comprised of or related to the equity securities of SpinCo and (ii) any bonus amounts payable to any Personnel who holds the office of Vice President or higher of SpinCo (each, a “SpinCo Officer”) with respect to services performed for the benefit of SpinCo (together with (i), “Excluded Compensation”). The parties acknowledge that Personnel may provide services directly to SpinCo in consideration for the receipt of Excluded Compensation pursuant to such Personnel’s separate employment, consultancy or other service relationship with SpinCo. All Personnel will be subject to the personnel policies of the Provider and will be eligible to participate in the Provider’s employee benefit plans to the same extent as similarly situated employees of the Provider performing services in connection with the Provider’s business. The parties acknowledge and agree that (i) the Provider will be responsible for the payment of all federal, state, and local withholding taxes on the compensation of all Personnel (other than Excluded Compensation) and other such employment related taxes as are required by law, and (ii) SpinCo will be responsible for the payment of all federal, state, and local withholding taxes on Excluded Compensation paid to any Personnel by SpinCo and other such employment related taxes as are required by law. Each of SpinCo and Provider will cooperate with the other to facilitate the other’s compliance with applicable federal, state, and local laws, rules, regulations, and ordinances applicable to the employment or engagement of all Personnel by either party.

Provider as Payor. The parties acknowledge and agree that the Provider, and not SpinCo, will be solely responsible for the payment of salaries, wages, benefits (including health insurance, retirement, and other similar benefits, if any) and other compensation applicable to all Personnel; provided, however, that (a) SpinCo is responsible for the payment of the Services Fee in accordance with Section 2.1, and (b) SpinCo is responsible for the payment of (i) all compensation based on, comprised of or related to the equity securities of SpinCo and (ii) any bonus amounts payable to any Personnel who holds the office of Vice President or higher of SpinCo (each, a “SpinCo Officer”) with respect to services performed for the benefit of SpinCo (together with (i), “Excluded Compensation”). The parties acknowledge that Personnel may provide services directly to SpinCo in consideration for the receipt of Excluded Compensation pursuant to such Personnel’s separate employment, consultancy or other service relationship with SpinCo. All Personnel will be subject to the personnel policies of the Provider and will be eligible to participate in the Provider’s employee benefit plans to the same extent as similarly situated employees of the Provider performing services in connection with the Provider’s business. The parties acknowledge and agree that Except as otherwise provided by the Tax Sharing Agreement, (i) the Provider will be responsible for the payment of all federal, state, and local withholding taxes on the compensation of all Personnel (other than Excluded Compensation) and other such employment related taxes as are required by law, and (ii) SpinCo will be responsible for the payment of all federal, state, and local withholding taxes on Excluded Compensation paid to any Personnel by SpinCo and other such employment related taxes as are required by law. Each of SpinCo and Provider will cooperate with the other to facilitate the other’s compliance with applicable federal, state, and local laws, rules, regulations, and ordinances applicable to the employment or engagement of all Personnel by either party.