Common use of SECONDARY LIABILITIES Clause in Contracts

SECONDARY LIABILITIES. 9.1 The Buyer 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 a Seller’s Tax Group is required to pay as a result of a failure by a Target Group Company, or any other member of the Buyer’s Tax Group, to discharge that Tax. 9.2 The Sellers covenant with the Buyer to pay to the Buyer an amount equivalent to any Tax or any amount on account of Tax which a Target Group Company, or any other member of the Buyer’s Tax Group is required to pay as a result of a failure by any member of a Seller’s Tax Group to discharge that Tax. 9.3 The covenants contained in paragraphs 9.1 and 9.2 shall: (a) extend to any costs incurred in connection with the Tax or a successful claim under paragraph 9.1 or 9.2, as the case may be; (b) in the case of paragraph 9.1, not apply to Tax to the extent that the Buyer could claim payment in respect of it under paragraph 2 or for breach of the Tax Warranties, except to the extent a payment has been made pursuant to paragraph 2 and the Tax to which it relates was not paid by the relevant Target 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 Buyer or the Sellers, as the case may be, will procure that no recovery is sought to the extent that payment is made hereunder). 9.4 Paragraphs 4 and 5 (conduct of claims and due date for payment) shall apply to the covenants contained in paragraphs 9.1 and 9.2 as they apply to the covenants contained in paragraph 2, replacing references to the “Sellers” by the “Buyer” (and the other way round) where appropriate, and making any other necessary modifications.

SECONDARY LIABILITIES. 9.1 7.1 The Buyer Share Sellers jointly and severally covenant with the Share Purchaser to pay to the Share Purchaser an amount equivalent to: (i) any Tax or any amount on account of Tax which any Target 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; or (ii) any German Tax which any Target Company is required to pay as a result of being a member of a consolidated group for German tax purposes (howsoever defined) with any member of the Retained Group for which such Target Company would not have been liable but for being a member of such group. 7.2 The Share Purchaser covenants with the Share Sellers to pay to the Share Sellers an amount equivalent to any Tax or any amount on account of Tax which any member of a Seller’s Tax Group is required to pay as a result of a failure by a Target Group Company, or any other member of the Buyer’s Tax Group, to discharge that Tax. 9.2 The Sellers covenant with the Buyer to pay to the Buyer an amount equivalent to any Tax or any amount on account of Tax which a Target Group Company, or any other member of the Buyer’s Tax Retained Group is required to pay as a result of a failure by any Target Company, or any other member of a Sellerthe Purchaser’s Tax Group Group, to discharge that Tax. 9.3 7.3 The covenants contained in paragraphs 9.1 7.1 and 9.2 7.2 shall: (a) extend to any reasonable costs and expenses incurred in connection with the such Tax or a successful claim under paragraph 9.1 or 9.27.1 and 7.2, as the case may be; (b) (in the case of paragraph 9.1, 7.2) not apply to Tax to the extent that the Buyer Share Purchaser could claim payment in respect of it under paragraph 1.1 (or would have been able to claim but for paragraph 2.1(h) of Part B of this Schedule or paragraphs 1, 2 or for breach 3 of the Tax WarrantiesSchedule 5 (Time / Financial Limits)), except to the extent a payment has been made pursuant to paragraph 2 1.1 and the Tax to which it relates was not paid by the relevant Target Group Company or any person on its behalfconcerned; and (c) not apply to Tax to the extent it has been recovered under any relevant statutory provision (and the Buyer Share Purchaser or the SellersShare Seller, as the case may be, will shall procure that no such recovery is sought to the extent that payment is made hereunder).; 9.4 7.4 Paragraphs 4 8.1, 8.2, 8.4 and 5 9 (conduct of claims disputes and due date for payment) shall apply to the covenants contained in paragraphs 9.1 7.1, 7.2 and 9.2 7.3 as they apply to the covenants contained in paragraph 21.1, replacing references to the “Sellers” Share Sellers by the “Buyer” Share Purchaser (and the other way roundvice versa) where appropriate, and making any other necessary modifications.

SECONDARY LIABILITIES. 9.1 7.1 The Buyer 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 any member of a Seller’s Tax Group is required to pay as a result of a failure by a Target Group Company, or any other member of the BuyerPurchaser’s Tax Group, to discharge that Tax. 9.2 The Sellers covenant with the Buyer to pay to the Buyer an amount equivalent to any Tax or any amount on account of Tax which a Target Group Company, or any other member of the Buyer’s Tax Group is required to pay as a result of a failure by any member of a Seller’s Tax the Retained Group to discharge that Taxtax. 9.3 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 Retained Group is required to pay as a result of a failure by any Target Company, or any other member of the Purchaser’s Group, to discharge that tax. 7.3 The Purchaser further covenants with the Seller to pay to the Seller an amount equivalent to any tax which any member of the Retained Group is required to pay as a result of any action taken in breach of paragraph 11.5(c) (action which prejudices reliefs etc). 7.4 The covenants contained in paragraphs 9.1 7.1, 7.2 and 9.2 7.3 shall: (a) extend to any reasonable costs incurred in connection with the Tax such tax or a successful claim under paragraph 9.1 or 9.27.1, 7.2 and 7.3, as the case may be; (b) (in the case of paragraph 9.1, 7.2) not apply to Tax tax to the extent that the Buyer Purchaser could claim payment in respect of it under paragraph 2 1.1 (or would have been able to claim but for breach of the Tax Warrantiesparagraph 2.1(g), 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 the relevant Target Group Company or any person on its behalfconcerned; and (c) not apply to Tax tax to the extent it has been recovered under any relevant statutory provision (and the Buyer Purchaser or the SellersSeller, as the case may be, will shall procure that no such recovery is sought to the extent that payment is made hereunder). 9.4 7.5 Paragraphs 4 8.1, 8.2, 8.4 and 5 9 (conduct of claims disputes and due date for payment) shall apply to the covenants contained in paragraphs 9.1 7.1, 7.2 and 9.2 7.3 as they apply to the covenants contained in paragraph 21.1, replacing references to the “Sellers” Seller by the “Buyer” Purchaser (and the other way roundvice versa) where appropriate, and making any other necessary modifications.

SECONDARY LIABILITIES. 9.1 13.1 The Buyer 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 a Seller’s the Sellers' Tax Group is required to pay to a Tax Authority as a result of a failure by a Target Group the Company, or any other member of the Buyer’s Purchaser's Tax Group, to discharge that Tax. 9.2 13.2 The Sellers covenant with the Buyer Purchaser to pay to the Buyer Purchaser an amount equivalent to any Tax or any amount on account of Tax which a Target Group the Company, or any other member of the Buyer’s Purchaser's Tax Group is required to pay to a Tax Authority as a result of a failure by any member of a Seller’s the Sellers' Tax Group to discharge that Tax. 9.3 13.3 The covenants contained in paragraphs 9.1 13.1 and 9.2 13.2 shall: (ai) extend to any costs reasonably and properly incurred in connection with the such Tax or a successful claim under paragraph 9.1 13.1 or 9.213.2, as the case may be; (bii) (in the case of paragraph 9.1, 13.1) not apply to Tax to the extent that the Buyer Purchaser could claim payment in respect of it under paragraph 2 or for breach of the Tax WarrantiesWarranties (or would have been able to claim but for paragraphs 7, 8, 9, 10 or 11 of Schedule 8 of this Agreement or paragraph 3.1(iii) of this Schedule), except to the extent a payment has been made pursuant to paragraph 2 and the Tax to which it relates was not paid by the relevant Target Group Company or any person on its behalf; (iii) (in the case of paragraph 13.2) be subject to paragraphs 3.1(i) and 3.1(ii); and (civ) not apply to Tax to the extent it has been recovered under any relevant statutory provision (and the Buyer Purchaser or the Sellers, as the case may be, will shall procure that no such recovery is sought to the extent that payment is made hereunder). 9.4 13.4 Paragraphs 4 6, 7 and 5 8 (withholding, conduct of claims and due date for of payment) shall apply to the covenants contained in paragraphs 9.1 13.1 and 9.2 13.2 as they apply to the covenants contained in paragraph 2, replacing references to the “"Sellers” " by the “Buyer” "Purchaser" (and the other way roundvice versa) where appropriate, and making any other necessary modifications.