Common use of SECONDARY LIABILITIES Clause in Contracts

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. 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 Sellers or any person connected with any of such Sellers is required to pay in respect of, by reference to or in consequence a Tax Authority as a result of a failure by a Target Group Company, or any person connected with a Target Group Companyother member of the Purchaser’s Tax Group, to discharge that Tax. 8.2 The Purchaser further covenants Sellers covenant with the Sellers Purchaser to pay to the Sellers Purchaser an amount equivalent to any Tax or any amount on account of Tax which any the Purchaser or member of the Sellers’ Purchaser’s Tax Group (including any Group Company) is required to pay to a Tax Authority as a result of any action taken in breach of paragraphs 12.4(c) or 13.9a failure by a Seller to discharge that Tax. 8.3 The covenants contained in paragraphs paragraph 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 such Tax or a successful claim made in connection with paragraphs 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 2.11 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 2.1 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 behalf of a Target Group Companyits behalf; 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 and 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. 8.1 7.1 The Purchaser Seller covenants with the Sellers Purchaser to pay to the Sellers Purchaser an amount equivalent to any Tax tax or any amount on account of Tax tax which the Target Company, or any other member of the Purchaser Group, is required to pay as a result of a failure by any member of the Retained Group to discharge that tax. 7.2 The Purchaser covenants with the Seller to pay to the Seller 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’ Retained Group is required to pay as a result of a failure by the Target Company, or any action taken in breach other member of paragraphs 12.4(c) or 13.9the Purchaser Group, to discharge that tax. 8.3 7.3 The covenants contained in paragraphs 8.1 7.1 and 8.2 7.2 shall: (a) extend to any reasonable out-of-pocket costs and expenses reasonably and properly incurred by the Sellers in connection with such tax or a successful claim made in connection with paragraphs 8.1 (under paragraph 7.1 and 7.2 as the case may be); (b) (in the case of paragraph 8.17.2) not apply to Tax tax to the extent that the Purchaser could claim payment in respect of it under paragraph 2.11.1 (or would have been able to claim but for paragraph 2.1.(g)), except to the extent a payment has been made pursuant to paragraph 2.1 1.1 and the Tax tax to which it relates was not paid by or on behalf of a the Target Group Company; and (c) not apply to Tax tax to the extent it has been recovered whether under any relevant statutory provision or otherwise (and the Purchaser or the SellersSeller, as the case may be, shall procure that no such recovery is sought to the extent that payment is made hereunder). 8.4 7.4 Paragraphs 9.18.1, 9.58.2, 9.6 8.3 and 10 9 (Notification conduct of Claims, Conduct of Disputes disputes and Due Date of Payment and Interestdue date for payment) shall apply to the covenants contained in paragraph 8.1 paragraphs 7.1 and 7.2 as they apply to the covenants contained in paragraph 2.11, replacing references to the Sellers Seller by the Purchaser (and vice versa) where appropriate, and making any other necessary modifications.

SECONDARY LIABILITIES. 8.1 7.1 The Purchaser Seller covenants with the Sellers Purchaser to pay to the Sellers Purchaser an amount equivalent equal to any Tax tax or any amount on account of Tax tax which any Target Company, or any other member of the Purchaser Group, is required to pay as a result of a failure by any member of the Retained Group to discharge that tax. 7.2 The Purchaser covenants with the Seller to pay to the Seller an amount equal to any tax or any amount on account of tax which any member of the Sellers’ Retained Group is required to pay in respect of, by reference to or in consequence as a result of a failure by a any Target Group Company, or any person connected with a Target Group Companyother member of the Purchaser Group, to discharge that Taxtax. 8.2 7.3 The Purchaser further covenants with the Sellers Seller to pay to the Sellers Seller an amount equivalent equal to any Tax tax which any member of the Sellers’ Retained Group is required to pay as a result of any action taken in breach of paragraphs 12.4(c) or 13.9paragraph 11.5(b). 8.3 7.4 The covenants contained in paragraphs 8.1 7.1, 7.2 and 8.2 7.3 shall: (a) extend to any reasonable out-of-pocket costs and expenses reasonably and properly incurred by the Sellers in connection with such tax or a successful claim made in connection with paragraphs 8.1 (under paragraph 7.1, 7.2 and 7.3, as the case may be); (b) (in the case of paragraph 8.17.2) not apply to Tax tax to the extent that the Purchaser could claim payment in respect of it under paragraph 2.11 (or would have been able to claim but for paragraph 2.1(f)), except to the extent a payment has been made pursuant to paragraph 2.1 1 and the Tax tax to which it relates was not paid by or on behalf of a the Target Group CompanyCompany concerned; and (c) not apply to Tax tax to the extent it has been recovered whether under any relevant statutory provision or otherwise (and the Purchaser or the SellersSeller, as the case may be, shall procure that no such recovery is sought to the extent that payment is made hereunder). 8.4 7.5 Paragraphs 9.12 (Exclusions), 9.58.1, 9.6 8.2, 8.5, and 10 9 (Notification Due date of Claims, Conduct of Disputes and Due Date of Payment payment and Interest) and paragraph 1 of Part D (Deduction from payments) shall apply mutatis mutandis to the covenants contained in paragraph 8.1 paragraphs 7.1, 7.2 and 7.3 as they apply to the covenants covenant contained in paragraph 2.11, replacing references to the Sellers by the Purchaser (and vice versa) where appropriate, and making any other necessary modifications.

SECONDARY LIABILITIES. 8.1 6.1 The Seller covenants with the Purchaser to pay to the Purchaser an amount equivalent to any Tax or any amount on account of Tax which the Company, or any other member of the Purchaser’s Group, is required to pay as a result of a failure by any member of the Retained Group to discharge that Tax (for which it is primarily liable). 6.2 The Purchaser covenants with the Sellers Seller to pay to the Sellers Seller 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’ Retained Group is required to pay as a result of a failure by the Company, or any action taken in breach other member of paragraphs 12.4(c) or 13.9the Purchaser’s Group, to discharge that Tax (for which it is primarily liable). 8.3 6.3 The covenants contained in paragraphs 8.1 6.1 and 8.2 6.2 shall: (a) 6.3.1 extend to any reasonable out-of-pocket costs and expenses reasonably and properly incurred by the Sellers in connection with such Tax or a successful claim made in connection with paragraphs 8.1 (under paragraph 6.1 and 6.2 as the case may be); (b) 6.3.2 (in the case of paragraph 8.16.2) not apply to Tax to the extent that the Purchaser could claim payment in respect of it under paragraph 2.12, except to the extent a payment has been made pursuant to paragraph 2.1 2 and the Tax to which it relates was not paid by or on behalf of a Target Group the Company; and; (c) 6.3.3 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, Seller as the case may be, be shall procure that no such recovery is sought to the extent that payment is made hereunder). 8.4 6.4 Paragraphs 9.1, 9.5, 9.6 7 and 10 9 (Notification of Claims, Conduct of Disputes claims procedure and Due Date of Payment and Interestdue date for payment) shall apply to the covenants contained in paragraph 8.1 paragraphs 6.1 and 6.2 as they apply to the covenants contained in paragraph 2.12, replacing references to the Sellers Seller by the Purchaser (and vice versa) where appropriate, and making any other necessary modifications.

SECONDARY LIABILITIES. 8.1 The Purchaser covenants with the Sellers Seller to pay to the Sellers Seller an amount equivalent to any Tax or any amount on account of Tax which any member of the Sellers’ Retained Group is required to pay in respect of, by reference to or in consequence as a result of a failure by a Target Group Company, or any person connected with a Target Group Companyother member of the Purchaser's Group, 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 covenant contained in paragraphs Paragraph 8.1 and 8.2 shall: (a) extend to any reasonable out-of-pocket proper costs and expenses reasonably and properly incurred by the Sellers in connection with such Tax or a successful claim made in connection with paragraphs under Paragraph 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 2.1Paragraph 2.1 (or would have been able to claim but for Paragraph 3.1(a) of Schedule 8 of this Agreement), except to the extent a payment has been made pursuant to paragraph Paragraph 2.1 and the Tax to which it relates was not paid by or on behalf of a the Target Group Company; andCompany concerned; (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 SellersSeller, as the case may be, shall procure that no such recovery is sought to the extent that payment is made hereunder). 8.4 8.3 Paragraphs 9.1, 9.5, 9.6 9.2 and 10 (Notification conduct of Claims, Conduct of Disputes disputes and Due Date of Payment and Interestdue date for payment) shall apply to the covenants covenant contained in paragraph Paragraphs 8.1 as they apply to the covenants contained in paragraph Paragraph 2.1, replacing references to the Sellers Seller by the Purchaser (and vice versa) where appropriate, and making any other necessary modifications.