Common use of SECONDARY LIABILITIES Clause in Contracts

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 doubt, for the purposes of any other provision of this agreement), Tax is attributable to a person (the Attributed Entity) and not to another person if and to the extent it is Tax which is payable by reference to the income, profits or gains, transactions, activities, assets, capital or liabilities of the Attributed Entity and not of the other person and, notwithstanding the foregoing, Tax shall be treated as attributable to Wind Telecom (and not any other person) where such Tax is payable by Wind Telecom by reference to the income, profits or gains, transactions, activities, assets, capital or liabilities of Wind Telecom or any other person and arises as a result of any Relief transferred to Wind Telecom by any Wind Group Company being lost or otherwise ceasing to be available. 18.6 For the purposes of clauses 18.1 to 18.4, “Relevant Percentage” means: (a) in relation to any Tax required to be paid or incurred by a member of the HET Group or the VIP Group and in each case other than a Group Company or ▇▇▇▇▇, 100%; and (b) in all other cases, 50%. 18.7 The covenants contained in clauses 18.1 to 18.4 shall extend to any Costs incurred in connection with such Tax or a claim under such clauses. 18.8 The provisions of clause 12 shall apply mutatis mutandis to any claims by HET under clauses 18.1 or 18.3. 18.9 The provisions of clause 15 shall apply mutatis mutandis to any claims by VIP under clauses 18.2 or 18.4.

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 doubt, for the purposes of any other provision of this agreement), Tax is attributable to a person (the Attributed Entity) and not to another person if and to the extent it is Tax which is payable by reference to the income, profits or gains, transactions, activities, assets, capital or liabilities of the Attributed Entity and not of the other person and, notwithstanding the foregoing, Tax shall be treated as attributable to Wind Telecom (and not any other person) where such Tax is payable by Wind Telecom by reference to the income, profits or gains, transactions, activities, assets, capital or liabilities of Wind Telecom or any other person and arises as a result of any Relief transferred to Wind Telecom by any Wind Group Company being lost or otherwise ceasing to be available. 18.6 For the purposes of clauses 18.1 to 18.4, “Relevant Percentage” means: (a) in relation to any Tax required to be paid or incurred by a member of the HET Group or the VIP Group and in each case other than a Group Company or ▇▇▇▇▇, 100%; and (b) in all other cases, 50%. 18.7 The covenants contained in clauses 18.1 to 18.4 shall extend to any Costs incurred in connection with such Tax or a claim under such clauses. 18.8 The provisions of clause 12 shall apply mutatis mutandis to any claims by HET under clauses 18.1 or 18.3. 18.9 The provisions of clause 15 shall apply mutatis mutandis to any claims by VIP under clauses 18.2 or 18.4.