Payroll Reporting and Withholding. Sellers and Purchaser hereby acknowledge and agree that for FICA and FUTA purposes, Purchaser qualifies as a successor employer with respect to any Continuing Employees. Sellers and Purchaser shall adopt the “alternative procedure” for preparing and filing IRS Forms W-2 (Wage and Tax Statements), as described in Revenue Procedure 2004-53. Under this procedure, Purchaser, as successor employer, shall provide, as applicable, all required Forms W-2 to all Continuing Employees who are subject to U.S. income taxation reflecting all wages paid and Taxes withheld by Sellers as the predecessor and Purchaser as the successor employer for the entire year in which the Closing shall take place. In addition, Sellers and Purchaser shall adopt the “alternative procedure” of Revenue Procedure 2004-53 for purposes of filing IRS Forms W-4 (Employee’s Withholding Allowance Certificate) and W-5 (Earned Income Credit Advance Payment Certificate). Sellers shall provide to Purchaser all information reasonably requested by Purchaser in order to comply with Purchaser’s obligations set forth in this Section 9.6.

Payroll and Withholding Taxes. All payments to be made or benefits to be provided hereunder by the Company shall be subject to applicable federal and state payroll or withholding taxes.

Income Tax Reporting; Withholding. Executive shall report the Annual Base Salary, any bonus and all other payments made to Executive under this Agreement as ordinary income for federal, state and local tax income purposes and all such compensation and other payments shall be subject to withholding.

Tax Reporting and Withholding. Following the Distribution Date, and for the duration of the applicable Transition Services Agreement provisions under which ​ provides payroll services for ​, it is expected that # ​ will be responsible for all income, payroll and other tax remittance and reporting related to income of ​ Employees, Former ​ Employees, including in respect of Adjusted ​ Awards and ​ Awards, and individuals who are or were ​ non-employee directors, including in respect of Adjusted ​ Awards and ​ Awards, and # ​ will be responsible for all income, payroll and other tax remittance and reporting related to income of ​ Employees and Former ​ Employees in respect of Adjusted ​ Awards and ​ Awards. ​ or ​, as applicable, shall facilitate performance by the other Party of its obligations hereunder by promptly remitting amounts or shares withheld in conjunction with a transfer of shares or cash, either (as mutually agreed by the Parties) directly to the applicable taxing authority or to the other Party for remittance to such taxing authority. The Parties will cooperate and communicate with each other and with third-party providers to effectuate withholding and remittance of taxes, as well as required tax reporting, in a timely, efficient and appropriate manner.

Payroll Taxes. The Administrator may direct the Employer to pay the Federal Insurance Contributions Act (“FICA”) tax imposed under Code Section 3101, [Section 3121(a)], and [Section 3121(v)(2)] on the amount otherwise to be credited as a Matching Restoration Credit and vested Employer Retirement Restoration Credit for a Participant for a Plan Year or upon the amount vested in the Employer Retirement Restoration Account. Additionally, the Administrator may direct the Employer to pay from such amount otherwise credited the income tax at source on wages imposed under [section 3401] or the corresponding withholding provisions of applicable state, local, or foreign tax laws as a result of the payment of the FICA amount, and to pay the additional income tax at source on wages attributable to the pyramiding [section 3401] wages and taxes. However, the total payment under this Section 4.05 must not exceed the aggregate of the FICA amount, and the income tax withholding related to such FICA amount.

Payroll Deductions. An Eligible Employee may elect to participate in an Offering under the Plan by way of regular payroll deductions made on each Payday during the Offering Period, and/or by way of one or more lump sum payroll deductions with respect to annual bonus or commission payments made on one or more Paydays during the Offering Period. The Committee may permit Eligible Employees to make separate elections with respect to the Eligible Employee’s annual bonus Compensation and the Eligible Employee’s other Compensation. A Participant’s election will be set forth in the enrollment documents for the Offering Period. A Participant’s payroll deductions will begin on the first Payday following the Offering Date and will end on the last Payday on or before the Purchase Date of the Purchase Period, unless the Participant elects to withdraw from the Plan as provided in Article VIII or ceases Contributions during the Offering Period. All payroll deductions shall be credited to a Participant’s Account.

Payroll Practices. All payments, benefits or other compensation under this paragraph 4 shall be paid in accordance with normal payroll practices as in effect on the Termination Date, except as provided in subparagraph # hereof, and subject to required payroll withholdings over the course of the period provided for within the applicable subsection above.

Payroll Deductions. The Company and its Participating Subsidiaries will maintain payroll deduction accounts for their respective employees who are Participants and who have filed an Authorization. Payments made by Participants, whether by payroll deduction or lump sum payment, shall be credited to the Participant's Stock Purchase Account (the "Purchase Account"). No amounts other than payroll deductions and lump sum payments authorized under this Plan may be credited to a Participant's Purchase Account. A Participant may authorize a payroll deduction in any amount not less than Ten Dollars ($10.00) per week, Twenty Dollars ($20.00) bi-weekly or Fifty Dollars ($50.00) per month. The amount may not be more than ten percent (10%) of the Participant's gross earnings payable as wages, salary, and bonus compensation, before withholding or other deductions ("Gross Earnings") for the immediately preceding Option Period.

Withholding of Taxes; Tax Reporting. The Company may withhold from any amount payable under this Agreement all such federal, state, city and other taxes and may file with appropriate governmental authorities all such information, returns or other reports with respect to the tax consequences of any amount payable under this Agreement as may in the Company’s reasonable judgment be required.

Reporting. Each day (or at such other intervals as the Administrative ​ and the applicable Issuing Bank shall agree), the applicable Issuing Bank shall provide to the Administrative ​ a schedule of the Letters of Credit issued by it, in form and substance reasonably satisfactory to the Administrative ​, showing the date of issuance of each Letter of Credit, the account party, the original face amount (if any), the expiration date, and the reference number of any Letter of Credit outstanding at any time during such month, and showing the aggregate amount (if any) payable by the ​ to such Issuing Bank during such month.