SECONDARY LIABILITIES. 8.1 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. 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. 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. 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:
SECONDARY LIABILITIES. 6.7.1 Each Shareholder (a “Covenanting Shareholder” for the purposes of this clause) covenants to pay to:
SECONDARY LIABILITIES. No member of the Group is liable to pay, or make reimbursement or indemnity in respect of, any Taxation in consequence of the failure by any other person (other than any other member of the Group) to discharge that Taxation within any specified period or otherwise, where such Taxation relates to income, profits or gains, earned, accrued or received, or to any event or circumstance occurring or arising or deemed to occur or arise (whether wholly or partly) prior to the First Closing Date.
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.
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. 3.1. 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. 14.1 The Company is not, and will not become, pursuant to any arrangements entered into prior to Completion, 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 other person (other than the Company).
