SECONDARY LIABILITIES. 8.1 The Purchaser covenants with the Sellers to pay to the Sellers an amount equivalent to any Tax or any amount on account of Tax which any member of the Sellers’ Group is required to pay in respect of, by reference to or in consequence of a failure by a Target Group Company, or any person connected with a Target Group Company, to discharge that Tax.
8.2 The Purchaser further covenants with the Sellers to pay to the Sellers an amount equivalent to any Tax which any member of the Sellers’ Group is required to pay as a result of any action taken in breach of paragraphs 12.4(c) or 13.9.
8.3 The covenants contained in paragraphs 8.1 and 8.2 shall:
(a) extend to any reasonable out-of-pocket costs and expenses reasonably and properly incurred by the Sellers in connection with a successful claim made in connection with paragraphs 8.1 (as the case may be);
(b) (in the case of paragraph 8.1) not apply to Tax to the extent that the Purchaser could claim payment in respect of it under paragraph 2.1, except to the extent a payment has been made pursuant to paragraph 2.1 and the Tax to which it relates was not paid by or on behalf of a Target Group Company; and
(c) not apply to Tax to the extent it has been recovered whether under any relevant statutory provision or otherwise (and the Purchaser or the Sellers, as the case may be, shall procure that no such recovery is sought to the extent that payment is made hereunder).
8.4 Paragraphs 9.1, 9.5, 9.6 and 10 (Notification of Claims, Conduct of Disputes and Due Date of Payment and Interest) shall apply to the covenants contained in paragraph 8.1 as they apply to the covenants contained in paragraph 2.1, replacing references to the Sellers by the Purchaser (and vice versa) where appropriate, and making any other necessary modifications.
SECONDARY LIABILITIES. No transaction, act, omission or event has occurred (including without limitation the execution or implementation of this Agreement or any other Transaction Document) in consequence of which any Group Company is or may be held liable for any Tax or may otherwise be held liable for or to indemnify any Person in respect of any Tax which is primarily or directly chargeable against or attributable to any Person other than another Group Company.
SECONDARY LIABILITIES. 7.1 The Purchaser covenants with the Warrantors to pay to each Warrantor its Indirect Interest Holder Warranty Proportion of an amount equivalent to any Tax or any amount on account of Tax (other than any Tax or any amount on account of Tax which arises as a result of a failure by the Purchaser to make any deduction or withholding required by Law to be deducted or withheld from any payment made under this Agreement) which any member of the Vendor’s Tax Group is required to pay to a Tax Authority as a result of a failure by a Group Company (after the Completion Date), or any other member of the Purchaser’s Tax Group (before or after the Completion Date) (excluding, for the avoidance of doubt, any Group Company) to discharge that Tax.
7.2 Each Warrantor severally covenants to pay to the Purchaser its Indirect Interest Holder Warranty Proportion of an amount equivalent to any Tax or any amount on account of Tax (other than any Tax or any amount on account of Tax which arises as a result of a failure by the Vendor or any Warrantor to make any deduction or withholding required by Law to be deducted or withheld from any payment made under this Agreement) which a Group Company or any other member of the Purchaser’s Tax Group is required to pay to a Tax Authority as a result of a failure by any member of the Vendor’s Tax Group to discharge that Tax.
7.3 The covenants contained in paragraphs 7.1 and 7.2 shall:
(a) extend to any costs reasonably and properly incurred in connection with such Tax or a successful claim under paragraphs 7.1 and 7.2, as the case may be;
(b) (in the case of paragraph 7.1) not apply to Tax to the extent that the Purchaser could claim payment in respect of it under paragraph 1.1 or the Tax Warranties or to the extent that the Purchaser would have been able to claim payment in respect of it under paragraph 1.1 or the Tax Warranties but for paragraph 1 or 2 of Schedule 8 (Limitations on Liability) in each case;
(c) not apply to Tax to the extent it has been recovered by a Group Company or any member of the Purchaser’s Tax Group, or the Vendor or any Warrantor (as relevant) under any relevant statutory provision (and the Purchaser or the Vendor or any Warrantor, as the case may be, shall procure that no such recovery is sought to the extent that payment is made hereunder); and
(d) (in the case of paragraph 7.2) not apply to Tax that is payable or suffered in respect of any transaction of a Group Company: (i) where such Tax is primarily attribu...
SECONDARY LIABILITIES. 18.1 VIP covenants with HET to pay to HET, within 10 Business Days of demand, an amount equivalent to the Relevant Percentage of any Tax which a Group Company, HET, any other member of the HET Group or XxxXx, is required to pay:
(a) as a result of a failure by any member of the VIP Group (other than a Group Company or XxxXx) to discharge Tax for which it is liable; or
(b) which is attributable to any member of the VIP Group and not attributable to a Group Company, HET, any other member of the HET Group or XxxXx.
18.2 HET covenants with VIP to pay to VIP, within 10 Business Days of demand, an amount equivalent to the Relevant Percentage of any Tax which a Group Company, VIP, any other member of the VIP Group or XxxXx, is required to pay:
(a) as a result of a failure by any member of the HET Group (other than a Group Company or XxxXx) to discharge Tax for which it is liable; or
(b) which is attributable to any member of the HET Group and not attributable to a Group Company, VIP, any other member of the VIP Group or XxxXx.
18.3 Save in relation to any Excluded Transaction Taxes, VIP covenants with HET to pay to HET, within 10 Business Days of demand, an amount equivalent to the Relevant Percentage of any Tax which a Group Company, any other member of the HET Group or XxxXx would not have incurred if such Group Company or such other member of the HET Group or XxxXx had made a deduction or withholding or otherwise accounted for Tax in respect of the VIP LuxCo Contribution, the WAHF Consideration, the Extinguishment of Receivables, the VIP LuxCo Secondary Contribution, the Pre-Completion Wind Reorganisation and/or the contribution of shares in XxxXx to Weather Capital S.à x.x. and/or had accounted to the relevant Taxation Authority for the amount deducted or withheld.
18.4 Save in relation to any Excluded Transaction Taxes, HET covenants with VIP to pay to VIP, within 10 Business Days of demand, an amount equivalent to the Relevant Percentage of any Tax which a Group Company, any other member of the VIP Group or XxxXx would not have incurred if such Group Company or such other member of the VIP Group or XxxXx had made a deduction or withholding or otherwise accounted for Tax in respect of the HET Contribution, the HET Secondary Contribution and/or the Pre-Completion 3 Italia Reorganisation and/or had accounted to the relevant Taxation Authority for the amount deducted or withheld.
18.5 For the purposes of clauses 18.1 and 18.2 (and not, for the avoidance of doub...
SECONDARY LIABILITIES. The Company is not, and so far as the Seller is aware will not become, liable to pay any Tax or to be deprived of any Relief otherwise available to it, or to make reimbursement or indemnity in respect of any Tax, for which some other company or person is or was primarily liable.
SECONDARY LIABILITIES. The Company is not, nor so far as the Seller is aware is likely to become, liable to make to any person (including any Tax Authority) any payment in respect of any liability to Tax which is primarily or directly chargeable against, or attributable to, any person other than the Company.
SECONDARY LIABILITIES. Each Seller covenants with the Purchaser to pay to the Purchaser an amount equivalent to any Tax or any amount on account of Tax which any Target Company, or any other member of the Purchaser’s Tax Group, is required to pay as a result of a failure by any member of that Seller’s Tax Group to discharge that Tax.
SECONDARY LIABILITIES. The UK Companies are not liable to pay any Taxation for which they are not primarily liable in consequence of the failure by any other person (other than an Affiliate of the UK Company acquired under this Agreement) to discharge that taxation within any specified period or otherwise, where such Taxation relates to a profit, income or gain, transaction, event, omission or circumstances arising, occurring or deemed to arise or occur (whether wholly or partly) prior to Closing.
SECONDARY LIABILITIES. No Group Company is or so far as the Founders are aware is likely to become liable to pay, or make reimbursement or indemnity in respect of, any Tax (or amounts corresponding to Tax) in consequence of the failure by any other person to discharge that Tax, where that Tax relates to an Event occurring on or before the date of this Agreement.
SECONDARY LIABILITIES. No Tax has been or may be assessed on or required to be paid by the Company where the amount in question is the primary liability of another person, and where such assessment or requirement arises or arose by reason of the failure by any other person to satisfy a Tax liability.
