SECONDARY LIABILITIES Clause Samples
The Secondary Liabilities clause defines the responsibilities and obligations of a party for debts or obligations that are not their primary responsibility but arise due to their relationship with another party, such as a guarantor or co-signer. In practice, this clause may specify under what circumstances a party becomes liable for another's default, and outline the extent and limitations of such liability. Its core function is to allocate risk by clarifying when and how a party may be held accountable for obligations that originate with someone else, thereby ensuring all parties understand their potential exposure.
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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. 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. 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. 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 of the Sellers or any person connected with any of such Sellers is required to pay to a Tax Authority as a result of a failure by a Group Company, or any other member of the Purchaser’s Tax Group, to discharge that Tax.
8.2 The Sellers covenant with the Purchaser to pay to the Purchaser an amount equivalent to any Tax or any amount on account of Tax which the Purchaser or member of the Purchaser’s Tax Group (including any Group Company) is required to pay to a Tax Authority as a result of a failure by a Seller to discharge that Tax.
8.3 The covenants contained in paragraph 8.1 and 8.2 shall:
(a) extend to any costs reasonably and properly incurred in connection with such Tax or a successful claim under paragraph 8.1 or 8.2, 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 1 of this Part III of Schedule 10 or for breach of the Tax Warranties (or would have been able to claim but for paragraph 1.8 of Schedule 5 of this Agreement), except to the extent a payment has been made pursuant to paragraph 1 of this Part III of Schedule 10 or for breach of the Tax Warranties and the Tax to which it relates was not paid by a Group Company or any person on its behalf; and
(c) not apply to Tax to the extent it has been recovered under any relevant statutory provision (and the Purchaser and the Sellers, as the case may be, shall procure that no such recovery is sought to the extent that payment is made hereunder).
SECONDARY LIABILITIES. 6.7.1 Each Shareholder (a “Covenanting Shareholder” for the purposes of this clause) covenants to pay to:
(i) the Company an amount equal to any Tax which a Group Company is required to pay as a result of a failure by that Covenanting Shareholder or any member of that Covenanting Shareholder’s Shareholder Group to pay any Tax for which it is primarily liable; and
(ii) each of the other Shareholders an amount equal to any Tax which those other Shareholders (or any members of their respective Shareholder’s Groups) is required to pay as a result of a failure by that Covenanting Shareholder or any member of that Covenanting Shareholder’s Shareholder Group to pay any Tax for which it is primarily liable.
6.7.2 The Company covenants to pay to each Shareholder an amount equal to any Tax which that Shareholder (or any members of its Shareholder’s Group) is required to pay as a result of a failure by a Group Company to pay any Tax for which it is primarily liable.
6.7.3 The covenants contained in clauses 6.7.1 and 6.7.2 shall:
(i) extend to any Losses reasonably incurred in connection with such Tax or a claim under that clause, as the case may be; and
(ii) not apply to Tax to the extent it has been recovered under any relevant statutory provision (and the person receiving payment under those clauses shall procure that no such recovery is sought to the extent that payment is made hereunder).
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. 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 ▇▇▇▇▇, is required to pay:
(a) as a result of a failure by any member of the VIP Group (other than a Group Company or ▇▇▇▇▇) 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 ▇▇▇▇▇.
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 ▇▇▇▇▇, is required to pay:
(a) as a result of a failure by any member of the HET Group (other than a Group Company or ▇▇▇▇▇) 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 ▇▇▇▇▇.
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 ▇▇▇▇▇ would not have incurred if such Group Company or such other member of the HET Group or ▇▇▇▇▇ 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 ▇▇▇▇▇ to Weather Capital S.à ▇.▇. 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 ▇▇▇▇▇ would not have incurred if such Group Company or such other member of the VIP Group or ▇▇▇▇▇ 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, so far as the Key Persons are aware, nor 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. 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. 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.