definiens: and Seller Parent or its applicable Affiliate as a within the meaning of Sections 3121(a)(1 ) and 3 306(b)(1 ) of the Code, for purposes of Taxes imposed under the U .S. Federal Insurance Contributions Act, as amended ( ), or the U.S. Federal 152 Unemployment Tax Act, as amended ( ), ( ii ) coo perate with each other to avoid the restart of FICA and FUTA upon or following the Closing with respect to each such Transferred Employee for the year during which the Closing occurs, and ( iii ) implement the alterna te procedure described in Section 5 of Revenue Proc edure 2004 - 53, including with respect to the filing of al l applicable forms ( including Form 941 ) . In additio n, with respect to each Transferred Employee ( U.S. ), Purcha ser shall be responsible for the filing of Form 109 5 - C in respect of the year in which the Closing occurs . In accordance with Section 6.5(c ), Seller Parent and its Affiliates shall be entitled to any Tax deduction available in respect of all compensation and benefit - related Li abilities that it retains pursuant to this Section 6.6