Common use of SECONDARY LIABILITIES Clause in Contracts

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 attributable to the Group Company and not to any other participant in the transaction; or (ii) by reference to any profits earned, accrued, received or otherwise recognised by a Group Company. 7.4 Paragraphs 2.1, 2.8, 3 (Manner of Making and Conduct of Claims) and 4 (Payments of Claims) will apply to the covenants contained in paragraphs 7.1 and 7.2 as they apply to the covenants contained in paragraph 1.1, replacing references to the “Warrantor/s” or the “Primary Indirect Interest Holder/s” with the “Purchaser” (and the other way round, as the case may be) where appropriate, and making any other necessary modifications. 7.5 The limitations set forth in paragraphs 1 and 2 of Schedule 8 (Limitations on Liability) to this Agreement will not apply to the covenants contained in paragraphs 7.1 and 7.2.

SECONDARY LIABILITIES. 7.1 8.1 The Purchaser covenants with the Warrantors Seller to pay to each Warrantor its Indirect Interest Holder Warranty Proportion of an amount the Seller a sum equivalent to (or to indemnify and hold harmless the Seller from and against) any Tax or tax which is imposed directly upon any amount on account member of Tax (other than any Tax or any amount on account of Tax the Retained Group and with respect to which arises such member is required to pay such tax as a result of a failure by the Purchaser to make any deduction Target Company 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)Subsidiary, or any other member of the Purchaser’s Tax Group (before other than any failure that is directly attributable to any breach by the Seller of its representations, warranties or after the Completion Date) (excludingcovenants under this Agreement, for the avoidance of doubt, including any Group Company) to discharge that TaxSchedules hereto). 7.2 Each Warrantor severally 8.2 The Purchaser covenants with the Seller to pay to the Seller an amount equivalent to any amount which any Subsidiary of Xxxx Xxx France SNC which the Purchaser purchases pursuant to this Agreement is required to make to Xxxx Xxx France SNC pursuant to an Exit Agreement, if the Subsidiary which the Purchaser purchases pursuant to this Agreement fails to make such payment within the relevant time limit stipulated by such Exit Agreement (and any payment made by the Purchaser pursuant to this paragraph shall discharge the liability of that Subsidiary to make that payment). 8.3 The Seller covenants with the Purchaser to pay to the Purchaser its Indirect Interest Holder Warranty Proportion of an amount equivalent to (or to indemnify and hold harmless the Purchaser from and against) any Tax tax or any amount on account of Tax (other than tax which any Tax Target Company 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 Subsidiary, or any other member of the Purchaser’s Tax Group Group, is required to pay to a Tax Authority as a result of a failure by any member of the Vendor’s Tax Retained Group to discharge that Taxtax. 7.3 8.4 The covenants indemnities contained in paragraphs 7.1 8.1 and 7.2 8.3 shall: (a) extend to any reasonable costs reasonably and properly incurred in connection with such Tax tax or a successful claim under paragraphs 7.1 and 7.2paragraph 8.1 or 8.3, as the case may be; (b) (in the case of paragraph 7.18.1) not apply to Tax tax to the extent that the Purchaser could claim payment in respect of it under paragraph 1.1 2.1 (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 the passage of time ), except to the extent a payment has been made pursuant to paragraph 1 2.1 and the tax to which it relates was not paid by any Target Company or 2 of Schedule 8 (Limitations on Liability) in each caseSubsidiary concerned; (c) not apply to Tax 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 WarrantorSeller, as the case may be, shall procure that no such recovery is sought to the extent that payment is made hereunder); and 8.5 Paragraphs 9 and 10 (dconduct of disputes and due date for payment) (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 attributable to the Group Company and not to any other participant in the transaction; or (ii) by reference to any profits earned, accrued, received or otherwise recognised by a Group Company. 7.4 Paragraphs 2.1, 2.8, 3 (Manner of Making and Conduct of Claims) and 4 (Payments of Claims) will shall apply to the covenants indemnities contained in paragraphs 7.1 8.1 and 7.2 8.3 as they apply to the covenants indemnities contained in paragraph 1.12.1, replacing references to the “Warrantor/s” or Seller by the “Primary Indirect Interest Holder/s” with the “Purchaser” Purchaser (and the other way round, as the case may bevice versa) where appropriate, and making any other necessary modifications. 7.5 The limitations set forth in paragraphs 1 and 2 of Schedule 8 (Limitations on Liability) to this Agreement will not apply to the covenants contained in paragraphs 7.1 and 7.2.

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 (a) Each Relevant Seller will pay, or procure that there is paid, when due any Tax properly assessed on it 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 Sellers’ Group is required to pay to (whether before, on or after Completion) where the Seller or 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 Sellers’ Group (before or after the Completion Date) (excluding, is primarily liable for the avoidance of doubt, any Group Company) to discharge that such Tax. 7.2 (b) Each Warrantor severally covenants Relevant Seller agrees to pay to the Purchaser its Indirect Interest Holder Warranty Proportion of two Business Days prior to the due date for payment an amount equivalent equal to the amount of any Tax or for which 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 shallfollowing: (ai) 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 beTarget Group Company; (bii) (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 (iii) any director or former director of any member of the Purchaser’s Group or of any Target Group Company (other than a person who was a director of any Target Group Company prior to Completion), is or becomes liable by virtue of the failure of the Relevant Seller to comply with Clause 14.11(a) above except to the extent that such Tax: (A) is either subject to a valid claim under this Agreement by the Relevant Seller which has not been satisfied or could be the subject of any such valid claim; or (B) has been recovered by the Purchaser, any member of the Purchaser’s Group, or the Vendor any Target Group Company or any Warrantor (as relevant) such director or former director 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 has been made under this Clause 14.11(b)). (c) The Purchaser will pay, or procure that there is made hereunder); andpaid, when due any Tax properly assessed on the Purchaser or any member of the Purchaser’s Group other than a Target Group Company (whether before, on or after Completion) or any Target Group Company (after Completion) where the Purchaser or a member of the Purchaser’s Group or a Target Group Company (as applicable) is primarily liable for such Tax. (d) The Purchaser agrees to pay to the Sellers on the due date for payment an amount equal to the amount of any Tax for which any of the following: (i) any member of the Sellers’ Group; or (ii) any director or former director of any member of the Sellers’ Group or of any Target Group Company (other than a person who is or was a director of any Target Group Company after Completion), is or becomes liable by virtue of the failure of the Purchaser to comply with Clause 14.11(c) above except to the extent that such Tax: (A) is either subject to a valid claim under the Clause 8.1 by the Purchaser which has not been satisfied or could be the subject of any such valid claim; or (B) has been recovered by the Relevant Seller, any member of the Sellers’ Group or any such director or former director under any relevant statutory provision (and each Relevant Seller shall procure that no such recovery is sought to the extent that payment has been made under this Clause 14.11(d)). (e) Paragraphs (4)(o), (5), (6) and (7) of Schedule 4 and (in the case of paragraph 7.2a claim by the Purchaser only) not paragraphs (4)(b) and (g) of Schedule 4 shall apply to Tax that is payable or suffered in respect of any transaction of a Group Company: (i) where such Tax is primarily attributable to the Group Company and not to any other participant in the transaction; or (ii) by reference to any profits earned, accrued, received or otherwise recognised by a Group Company. 7.4 Paragraphs 2.1, 2.8, 3 (Manner of Making and Conduct of ClaimsClauses 14.11(b) and 4 (Payments of Claims14.11(d) will apply to the covenants contained in paragraphs 7.1 and 7.2 as they apply to the covenants contained in paragraph 1.1Clause 8.1, where necessary replacing references to the “Warrantor/s” or Relevant Seller by references to the “Primary Indirect Interest Holder/s” with the “Purchaser” Purchaser (and the other way round, as the case may bevice versa) where appropriate, and making any other necessary modifications. 7.5 The limitations set forth in paragraphs 1 and 2 of Schedule 8 (Limitations on Liability) to this Agreement will not apply to the covenants contained in paragraphs 7.1 and 7.2.

SECONDARY LIABILITIES. 7.1 The Purchaser covenants with 12.1 Subject to paragraph 12.6, the Warrantors to Covenantor shall pay to each Warrantor its Indirect Interest Holder Warranty Proportion of the Purchaser an amount equivalent equal to any Tax or any amount on account Liability of Tax (other than any Tax or any amount on account a Group Company, except Accrington Technologies Limited and Nevis Technologies Limited, in respect of Tax which is chargeable directly or primarily against, or arises directly or primarily in consequence of or by reference to anything done by, any person that is or may be treated for the purposes of any Tax as being or having been, at any time on or before Completion, 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 Vendorsame group of companies as a member of the Covenantor’s Tax Group is required Group. 12.2 Subject to paragraph 12.6, the Purchaser shall pay to a the Covenantor an amount equal to any Tax Authority as a result Liability of a failure by a Group Company (after member of the Completion Date)Covenantor’s Group, except Accrington Technologies Limited and Nevis Technologies Limited, in respect of Tax which is chargeable directly or primarily against, or arises directly or primarily in consequence of or by reference to anything done by, any other member of the Purchaser’s Group. No payment shall be due under this paragraph 12.2 to the extent that, had the Tax in question been discharged by the relevant member of the Purchaser’s Group (before or after and ignoring for this purpose all of the Completion Datelimitations set out in Schedule 3 (Limitations on the Seller’s liability) (excludingto the Agreement but not, 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 limitations set out in paragraphs 7.1 paragraph 3 (Limitations 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 7.2Exclusions)), 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 entitled to make a claim payment against the Covenantor under this schedule in respect of it such Tax; and, in such circumstances and to that extent, the Covenantor shall procure that no statutory or other right to recover in respect of that Secondary Liability shall be exercised. 12.3 If a payment is due under paragraphs 12.1 or 12.2, the payer shall also pay any reasonable out-of-pocket costs and expenses reasonably incurred by, in the case of a payment 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 12.1, any member of the Purchaser’s Tax GroupGroup or, 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 a payment made under paragraph 7.2) 12.2, any member of the Covenantor’s Group, to the extent in either case that such costs and expenses would not apply have been so incurred but for any Secondary Liability which gives rise to an obligation for the payer to make a payment under paragraphs 12.1 or 12.2 or with any Tax Authority Claim therefor; or in successfully taking or defending any action under paragraphs 12.1 or 12.2. 12.4 Where a party is entitled to receive an amount under this paragraph 12 and that party or an Affiliate is payable or suffered becomes entitled, under any statutory provision or otherwise, to recover an amount in respect of any transaction of a Group Company: (i) where the relevant Secondary Liability other than pursuant to this paragraph 12, then such Tax party shall use, or shall procure that the relevant Affiliate uses, all reasonable endeavours to make such recovery. In the event that such recovery is primarily attributable made, such payments shall be made between the parties as will ensure that the aggregate amount paid by the paying party under this paragraph 12 is equal to the Group Company amount that would have been so payable but for this paragraph 12.4 minus the amount of such recovery net of the reasonable out-of-pocket costs and expenses properly incurred in making such recovery including any Tax on such recovery (provided that such aggregate amount shall not to any other participant in the transaction; or (ii) by reference to any profits earned, accrued, received or otherwise recognised by a Group Companybe less than zero). 7.4 Paragraphs 2.1, 2.8, 3 (Manner of Making and Conduct of Claims) and 4 (Payments of Claims) will apply to the covenants contained in paragraphs 7.1 and 7.2 as they apply to the covenants contained in paragraph 1.1, replacing references to the “Warrantor/s” or the “Primary Indirect Interest Holder/s” with the “Purchaser” (and the other way round, as the case may be) where appropriate, and making any other necessary modifications. 7.5 The limitations set forth in paragraphs 1 and 2 of Schedule 8 (Limitations on Liability) to this Agreement will not apply to the covenants contained in paragraphs 7.1 and 7.2.