We represent Buyer in a carve-out transaction. The subsidiary that we are buying is the legal employer of its employees, but HR functions are centralized at parent level. Several employees of sub who are coming to buyer will receive retention bonuses post-closing, paid by the Seller. The legal question is whether, where the services are not provided (and have not been provided) directly to seller but to PHS and the consolidated group is being split by the transaction, which is the proper entity to conduct payroll withholding on payments made after the closing?