DATE FOR PAYMENT AND INTEREST. 6.1 If a liability arises as mentioned in clauses 2 or 4.3, the Purchaser will notify the Vendor of the amount payable. 6.2 Without prejudice to the date for payment of any amounts payable by the Vendor under this Deed, if the Vendor requests within 14 days starting on the day after delivery of the notice, the Purchaser will (at the Vendor's cost) ensure that the Purchaser's auditors (acting as experts and not as arbitrators) confirm the amount referred to in clause 6. 1. This confirmation is (except for manifest error) conclusive and binding on the Vendor. 6.3 The Vendor will pay the amount referred to in clause 6.1 (or, if different, the amount confirmed by the Purchaser's auditors pursuant to clause 6.2) to the Purchaser on or before the fifth Business Day after the date of the notice, or if later: 6.3.1 in the case of a liability under clauses 2.1.1, 2.1.4 or 4.3, 5 Business Days before the date on which the Tax is payable; 6.3.2 in the case of liability deemed to arise under clause 2.1.1 by virtue of clause 2.2, the date on which the Tax would have been repaid but for the loss, reduction, set-off, cancellation, non-availability or non-existence of the right to repayment of Tax; 6.3.3 in the case of a liability under clause 2.1.2, 5 Business Days before the date on which the relevant Group Company is due to pay any Tax which, but for the loss, reduction, modification, cancellation, non-availability or non-existence of the Accounts Relief it would not have been liable to pay; 6.3.4 in the case of a liability under clause 2.1.3, the date on which the relevant Group Company would have had to pay the Tax but for the utilisation of the Accounts Relief or Post-Completion Relief; 6.3.5 in the case of a liability under clause 2.3, 5 Business Days before the relevant Group Company becomes liable to make the payment or repayment; or 6.3.6 in the case of a liability under clause 2.4, 5 Business Days before the Purchaser or the relevant Group Company becomes liable to pay the costs. 6.4 If any sum due and payable by the Vendor under this Deed is not paid on the due date in accordance with the provisions of this Deed, the Vendor will, in addition to that sum, pay interest to the Purchaser from the date for payment of the sum to and including the day of actual payment of the sum (or the next Business Day if the day of actual payment is not a Business Day). The interest accrues from day to day (before and after judgment) at the rate of 2% per annum above the base rate of the National Westminster Bank plc (or if there is no base rate, at a similar rate reasonably selected by the Purchaser) and is compounded quarterly.
Appears in 1 contract
DATE FOR PAYMENT AND INTEREST. 6.1 5.1 If a liability arises as mentioned in clauses 2 paragraphs 6 or 4.3, the Purchaser will shall notify the Vendor Seller in writing of the amount payable.
6.2 Without prejudice to 5.2 If the date for payment of any amounts payable by the Vendor under this Deed, if the Vendor Seller requests within 14 28 days starting on the day after delivery of the Seller is deemed to receive such notice, the Purchaser will shall ensure that (at the VendorSeller's cost) ensure that the Purchaser's auditors (acting as experts and not as arbitrators) confirm the amount referred to in clause 6paragraph 5.
1. This confirmation is (except for manifest error) conclusive and binding on the VendorSeller.
6.3 5.3 The Vendor will Seller shall pay the amount referred to in clause 6.1 (or, if different, the amount confirmed by the Purchaser's auditors pursuant to clause 6.2) paragraph 5.1 to the Purchaser on or before the fifth fourteen (14) Business Day Days after the date of that the noticeSeller is deemed to receive the notice mentioned in paragraph 6.1 or if later, the auditors' confirmation, or if later:
6.3.1 (A) in the case of a liability under clauses 2.1.1, 2.1.4 paragraphs 2.1(A) or 4.3, 5 two (2) Business Days before the date on which the Tax is payable;
6.3.2 in the case of liability deemed to arise under clause 2.1.1 by virtue of clause 2.2, the date on which the Tax would have been repaid but for the loss, reduction, set-off, cancellation, non-availability or non-existence of the right to repayment of Tax;
6.3.3 (B) in the case of a liability under clause 2.1.2paragraph 2.1(B), 5 two Business Days before the date on which the relevant Group Company is due to pay any Tax which, but for the loss, reduction, modification, cancellation, non-availability modification or non-existence cancellation of the Accounts Relief it would not have been liable to pay;
6.3.4 (C) in the case of a liability under clause 2.1.3paragraph 2.1(C), the date on which the relevant Group Company would have had to pay the Tax but for the utilisation or set-off of the Accounts Relief or Post-Completion ReliefPurchaser's Relief or;
6.3.5 (D) in the case of a liability under clause 2.3, 5 paragraph 2.2 ten (10) Business Days before the relevant Group Company becomes liable to make the payment or repayment; or
6.3.6 in the case of a liability under clause 2.4, 5 Business Days before after the Purchaser or the relevant member of its Group Company becomes liable to pay the costs.
6.4 5.4 If any sum due and payable by the Vendor Seller under this Deed Schedule is not paid on the due date in accordance with the provisions of this DeedSchedule, the Vendor will, Seller shall in addition to that sum, sum pay interest to the Purchaser from the date for payment of the sum to and including the day of actual payment of the sum (or the next Business Day if the day of actual payment is not a Business Day)sum. The interest accrues from day to day (before and after judgment) at the rate of 2% per annum above the base rate of the National Westminster Bank plc (or if there is no base rate, at a similar rate reasonably selected by the Purchaser) and is compounded quarterlyDefault Rate.
Appears in 1 contract
DATE FOR PAYMENT AND INTEREST. 6.1 If a liability arises as mentioned in clauses 2 paragraph 2, 5.2 or 4.35.3, the Purchaser will party entitled to receive payment shall as soon as reasonably practicable, but in any event within fifteen (15) Business Days after a Purchaser’s Group Undertaking (where the party entitled to receive the payment is the Purchaser) or a Seller’s Group Company (where the party entitled to receive the payment is the Seller) becomes aware of the liability, notify the Vendor paying party in writing of the amount payable giving (to the extent reasonably available) a summary of the extent and nature of such liability. Any failure or delay by the receiving party in giving notice under this paragraph 6.1 does not affect the liability of the paying party under this Schedule 6, except to the extent that such failure or delay gives rise to or increases such liability.
6.2 If any dispute arises as to the amount payable by any party under paragraph 2, 5.2 or 5.3, then to the extent that the dispute relates to the quantification of the amount payable.
6.2 Without prejudice , such dispute shall be referred for determination to the date for payment of any amounts payable by the Vendor under this Deed, if the Vendor requests within 14 days starting on the day after delivery of the notice, the Purchaser will (at the Vendor's cost) ensure that the Purchaser's auditors (acting an Expert who in making such determination shall act as experts expert and not as arbitrators) confirm the amount referred to in clause 6.
1. This confirmation is (except for manifest error) conclusive arbitrator and whose decision shall be final and binding on the VendorSeller and the Purchaser. The Expert may make such enquiries as he or she shall think fit in order to make such determination and shall also determine how the costs of obtaining his or her opinion should be paid and borne by the parties, taking into account the reasonableness of their respective arguments.
6.3 The Vendor will paying party shall pay the amount referred to in clause paragraph 6.1 (or, if different, or the amount confirmed determined by the Purchaser's auditors Expert pursuant to clause paragraph 6.2) to the Purchaser on or before the fifth receiving party within five (5) Business Day Days after the date of the noticenotice or if later, the Expert’s confirmation, or if later:
6.3.1 in the case of a liability under clauses paragraph 2.1.1, 2.1.4 2.2 or 4.32.3, 5 five (5) Business Days before the date on which the Tax is payable;
6.3.2 in the case of a liability under paragraph 2.1.2, five (5) Business Days before the date on which the Group Company is due to pay any Tax which, but for the loss, reduction, cancellation, non-availability or non-existence of the Completion Statement Relief it would not have been liable to pay;
6.3.3 in the case of a liability under paragraph 2.1.3, the date on which the Group Company is required to pay any additional Tax and for this purpose “additional Tax” means Tax that would have been payable had the utilisation or set-off of the Purchaser’s Relief not occurred;
6.3.4 in the case of a liability deemed to arise under clause paragraph 2.1.1 by virtue of clause 2.2paragraph 2.4, the date on which the Tax would have been repaid but for the loss, reduction, set-off, cancellation, non-availability or non-existence of the right to repayment of Tax;
6.3.3 in the case of a liability under clause 2.1.2, 5 Business Days before the date on which the relevant Group Company is due to pay any Tax which, but for the loss, reduction, modification, cancellation, non-availability or non-existence of the Accounts Relief it would not have been liable to pay;
6.3.4 in the case of a liability under clause 2.1.3, the date on which the relevant Group Company would have had to pay the Tax but for the utilisation of the Accounts Relief or Post-Completion Relief;; or
6.3.5 in the case of a liability under clause 2.3paragraph 2.5, 5 five (5) Business Days before the relevant Group Company becomes liable to make the payment Company, or repayment; or
6.3.6 in the case of a liability under clause 2.4, 5 Business Days before the Purchaser or the relevant Group Company becomes liable Seller (as the case may be), is required to pay the costs.
6.4 If any sum due and payable by the Vendor under this Deed is not paid on the due date in accordance with the provisions of this Deed, the Vendor will, in addition to that sum, pay interest to the Purchaser from the date for payment of the sum to and including the day of actual payment of the sum (or the next Business Day if the day of actual payment is not a Business Day). The interest accrues from day to day (before and after judgment) at the rate of 2% per annum above the base rate of the National Westminster Bank plc (or if there is no base rate, at a similar rate reasonably selected by the Purchaser) and is compounded quarterly.
Appears in 1 contract
Samples: Share Purchase Agreement
DATE FOR PAYMENT AND INTEREST. 6.1 If a liability arises as mentioned in clauses 2 or 4.3In respect of an Assessment disputed under paragraph 5, the Purchaser will notify the Vendor Sellers must pay any required sum under Paragraph 2 immediately following settlement, compromise or abandonment of the Assessment unless the action requested by the Sellers’ Representative pursuant to Paragraph 5 cannot be taken prior to the Tax the subject matter of the Assessment being paid (in which case, an amount payableequal to that amount of Tax shall be paid by the Sellers promptly upon receipt by the Sellers’ Representative of a written notice from the Purchaser for that amount) on the basis that (i) the Purchaser shall, upon settlement of the disputed Assessment, promptly repay to the Sellers an amount equal to any proportion of such Tax in respect of which the Seller’s liability is excluded under Clause 3; and (ii) any such Tax paid but subsequently recovered by the Purchaser or a Group Company (together with interest paid by the Tax Authority) upon resolution of the dispute shall be repaid to the Sellers forthwith notwithstanding the other provisions of this Schedule.
6.2 Without prejudice Other than in respect of an Assessment disputed under paragraph 5 (which are subject to the date for payment provisions of Paragraph 6.1) the Sellers will pay any amounts payable by required sum in respect of an Actual Tax Liability under Paragraph 2 on:
(a) the Vendor under this Deed, if the Vendor requests within 14 days starting on the day after delivery later of the notice, the Purchaser will (at the Vendor's cost) ensure that the Purchaser's auditors (acting as experts and not as arbitrators) confirm the amount referred to in clause 6.
1. This confirmation is (except for manifest error) conclusive and binding on the Vendor.
6.3 The Vendor will pay the amount referred to in clause 6.1 (or, if different, the amount confirmed by the Purchaser's auditors pursuant to clause 6.2) to the Purchaser on or before the fifth Business Day after the date of the notice, or if later:
6.3.1 in the case of a liability under clauses 2.1.1, 2.1.4 or 4.3, 5 five Business Days before the date on which the Group Company will finally be liable to pay the Tax in respect of the relevant Tax Claim, for any payment under Paragraph 2.1(a), (b) or (e) in respect of an Actual Tax Liability and the date five Business Days after a written notice setting out the amount due is payable;received by the Sellers’ Representative from the Purchaser; and
6.3.2 (b) the date five Business Days following the date on which written notice setting out the amount due is received by the Sellers’ Representative from the Purchaser, for any payment under Paragraph 2.1(c) or (d) .
6.3 The Purchaser shall request the relevant Group Company’s auditors to determine in writing the case amount of the liability deemed of the Sellers under Paragraph 2 in respect of any Tax Liability that is not an Actual Tax Liability. The date on which the Sellers are to arise pay a sum required under clause 2.1.1 by virtue Paragraph 2 in respect of clause 2.2, any such Tax Liability shall be the later of:
(a) five Business Days after the date on which the Sellers receive the relevant written determination;
(b) the normal date for payment of Tax would have been repaid but for the loss, reduction, set-off, cancellation, non-availability or non-existence accounting period in which the Group Company is deprived of the benefit of using the relevant Relief (excluding for the avoidance of doubt the loss of a right to repayment of Tax;
6.3.3 in the case of a liability under clause 2.1.2, 5 Business Days before the date on which the relevant Group Company is due to pay any Tax which, but for the loss, reduction, modification, cancellation, non-availability or non-existence of the Accounts Relief it would not have been liable to pay;
6.3.4 in the case of a liability under clause 2.1.3, the date on which the relevant Group Company would have had to pay the Tax but for the utilisation of the Accounts Relief or Post-Completion Relief;
6.3.5 in the case of a liability under clause 2.3, 5 Business Days before the relevant Group Company becomes liable to make the payment or repayment; or
6.3.6 in the case of a liability under clause 2.4, 5 Business Days before the Purchaser or the relevant Group Company becomes liable to pay the costsshall be governed by paragraph 6.3(a)).
6.4 If any sum due and payable by the Vendor Sellers under this Deed Schedule is not paid on the due date in accordance with the provisions of this DeedSchedule, the Vendor will, Sellers shall in addition to that sum, sum pay interest to the Purchaser from the date for payment of the sum to and including the day of actual payment of the sum (or the next Business Day if the day of actual payment is not a Business Day). The interest accrues from day to day (before and after judgment) at the rate of 23% per annum year above the base rate of the National Westminster Barclays Bank plc (or if there is no base rate, at a similar rate reasonably selected by the Purchaser) and is compounded quarterly.
Appears in 1 contract
DATE FOR PAYMENT AND INTEREST. 6.1 If a liability arises as mentioned in clauses 2 or 4.3, The Covenantors shall pay to the Purchaser will notify the Vendor of the any amount payable.
6.2 Without prejudice required to the date for payment of any amounts payable be paid by the Vendor under this Deed, if the Vendor requests within 14 days starting on the day after delivery of the notice, the Purchaser will (at the Vendor's cost) ensure that the Purchaser's auditors (acting as experts and not as arbitrators) confirm the amount referred to in clause 6.
1. This confirmation is (except for manifest error) conclusive and binding on the Vendor.
6.3 The Vendor will pay the amount referred to in clause 6.1 (or, if different, the amount confirmed by the Purchaser's auditors them pursuant to clause 6.2) to the Purchaser 2.1 in cleared funds on or before before:-
6.1.1 if the fifth Business Day after Claim involves an actual payment of Taxation which has not been made at the date of the noticenotice under clause 4.1, the second Business Day prior to the date on which such Taxation may be paid to the authority, official or if later:person demanding the same without incurring a liability to interest or a charge or penalty in respect of such Taxation;
6.3.1 6.1.2 to the extent the claim under this Deed involves the denial or loss or set-off in whole or in part of any right to repayment of Taxation, the date which is or would have been the "material date" for the purposes of sections 825 and 826 ICTA 1988 or, in the case where those sections do not apply to the repayment in question, the date on which such Taxation would otherwise have been repaid;
6.1.3 to the extent the claim under this Deed involves the denial, loss, reduction, cancellation, modification or set-off in whole or in part of a liability under clauses 2.1.1, 2.1.4 or 4.3, 5 any Relief the second Business Days before Day prior to the date on which the Tax is payable;
6.3.2 in the case of liability deemed to arise under clause 2.1.1 by virtue of clause 2.2Taxation, the date on which the Tax would have been repaid saved but for the such denial, loss, reduction, modification, cancellation or set-off, cancellation, non-availability or non-existence of the right to repayment of Tax;becomes due and payable; and
6.3.3 6.1.4 in the case of a liability under clause 2.1.2, 5 Business Days before 2.1.3 the date which would have been the due date in clause 6.1.1 but for the availability of the Relief.
6.2 The Covenantors shall pay to the Company or the Purchaser as the case may be any amount required to be paid by them pursuant to clause 2.5 on the date on which the relevant Group Company is due to pay any Tax which, but for or the loss, reduction, modification, cancellation, non-availability Purchaser incurs or non-existence suffers such costs or expenses.
6.3 Notice of the Accounts Relief it would not have been liable amount of the payment required to pay;
6.3.4 in be made by the case of a liability Covenantors under clause 2.1.3, 2 and the due date on which for payment shall be given in writing by the relevant Group Company would have had to pay the Tax but for the utilisation of the Accounts Relief or Post-Completion Relief;
6.3.5 in the case of a liability under clause 2.3, 5 Business Days before the relevant Group Company becomes liable to make the payment or repayment; or
6.3.6 in the case of a liability under clause 2.4, 5 Business Days before the Purchaser or and shall (save for manifest error) be conclusive and binding on the relevant Group Company becomes liable to pay the costsCovenantors.
6.4 If any Any sum due and payable not paid by the Vendor under this Deed is not paid Covenantors on the due date in accordance with for payment shall bear interest (which shall accrue from day to day after as well as before any judgment for the provisions same) at the annual rate of this Deed, 2% over the Vendor will, in addition to that sum, pay interest to base rate for the time being of Barclays Bank plc (or if such a rate cannot be ascertained for any reason at such similar rate as the Purchaser from the date for payment of the sum shall reasonably select) to and including the day of actual payment of the sum (or the next Business Day if the day date of actual payment is not a Business Day). The interest accrues from day to day (before and after judgment) at of such sums compounded on the rate of 2% per annum above the base rate of the National Westminster Bank plc (or if there is no base rate, at a similar rate reasonably selected by the Purchaser) and is compounded quarterlyusual quarter days.
Appears in 1 contract
Samples: Agreement for the Sale and Purchase of Shares (Dispatch Management Services Corp)
DATE FOR PAYMENT AND INTEREST. 6.1 If a liability arises as mentioned in clauses 2 5.1 The Covenantors shall pay to the Company (or 4.3, the Purchaser will notify as the Vendor of case may be) any amount required to be paid by them pursuant to clause 2.1 in cleared funds on or before the amount payable.
6.2 Without prejudice second Business Day prior to the date for set out in the relevant clause out of clauses 5.2 to 5.4.
5.2 Where the Claim involves an actual payment of any amounts payable by the Vendor under this Deed, if the Vendor requests within 14 days starting on the day after delivery of the noticeTaxation, the Purchaser will (at the Vendor's cost) ensure that the Purchaser's auditors (acting as experts and not as arbitrators) confirm the amount date referred to in clause 65.1 is the date on which that Taxation becomes due and payable to the authority, official or person demanding the same.
1. This confirmation is (except for manifest error) conclusive and binding on 5.3 Where the Vendor.
6.3 The Vendor will pay Claim involves no actual payment of Taxation, the amount date referred to in clause 6.1 (or, if different, the amount confirmed by the Purchaser's auditors pursuant to clause 6.2) 5.1 is:
5.3.1 to the Purchaser on extent that the liability involves the denial, loss or before the fifth Business Day after the date set-off (in whole or in part) of the noticeany right to repayment of Taxation, or if later:
6.3.1 in the case of a liability under clauses 2.1.1, 2.1.4 or 4.3, 5 Business Days before the date on which such Taxation would otherwise have been repaid; and
5.3.2 to the Tax is payable;
6.3.2 extent that the liability involves the denial, loss or set-off (in the case whole or in part) of liability deemed any Relief other than a right to arise under clause 2.1.1 by virtue repayment of clause 2.2Taxation, the date on which the Tax Taxation which would have been repaid saved but for the losssuch denial, reduction, loss or set-off, cancellation, non-availability off becomes (or non-existence of on the right to repayment of Tax;assumption in clause 2.6 would become) due and payable.
6.3.3 in 5.4 Where the case of a liability under clause 2.1.2, 5 Business Days before the date on which the relevant Group Company is due to pay any Tax which, but for the loss, reduction, modification, cancellation, non-availability or non-existence of the Accounts Relief it would not have been liable to pay;
6.3.4 in the case of Claim involves a liability under clause 2.1.3, the date referred to in clause 5.1 is the date which would have been the due date in clause 5.2 but for the availability of the Relief.
5.5 The Covenantors shall pay to the Company (or to the Purchaser as the case may be) any amount required to be paid by them pursuant to clause 2.7, on the date on which the relevant Group Company would have had to pay or the Tax but for Purchaser incurs or suffers such costs or expenses.
5.6 The Company (or the utilisation Purchaser as the case may be) shall give notice in writing of the Accounts Relief or Post-Completion Relief;
6.3.5 amount of any payment required to be made by the Covenantors under clause 2, and the due date for payment, and this notice shall (except in the case of a liability under clause 2.3, 5 Business Days before manifest error) be conclusive and binding on the relevant Group Company becomes liable to make the payment or repayment; or
6.3.6 in the case of a liability under clause 2.4, 5 Business Days before the Purchaser or the relevant Group Company becomes liable to pay the costsCovenantors.
6.4 If any 5.7 Any sum due and payable not paid by the Vendor under this Deed is not paid Covenantors on the due date in accordance with the provisions of this Deed, the Vendor will, in addition to that sum, pay interest to the Purchaser from the date for payment of the sum to shall bear interest from that date until and including the day date of actual payment of the sum (or the next Business Day if the day date of actual payment is not a Business Day). The , and any interest accrues from day to day (before and after judgment) under this clause 5.7 shall be charged at the annual rate of 24% per annum above over the base rate for the time being of the National Westminster Bank plc (or or, if there is no base ratesuch a rate cannot be ascertained for any reason, at a such similar rate as the Purchaser shall reasonably selected by the Purchaser) and is compounded quarterlyselect).
Appears in 1 contract
Samples: Share Purchase Agreement (Portec Rail Products Inc)
DATE FOR PAYMENT AND INTEREST. 6.1 If a liability arises as mentioned in clauses 2 5.1 The Covenantors shall pay to the Company (or 4.3, the Purchaser will notify as the Vendor of case may be) any amount required to be paid by them pursuant to clause 2.1 in cleared funds on or before the amount payable.
6.2 Without prejudice (number) 5 Business Day prior to the date for set out in the relevant clause out of clauses 5.2 to 5.4.
5.2 Where the Claim involves an actual payment of any amounts payable by the Vendor under this Deed, if the Vendor requests within 14 days starting on the day after delivery of the noticeTaxation, the Purchaser will (at the Vendor's cost) ensure that the Purchaser's auditors (acting as experts and not as arbitrators) confirm the amount date referred to in clause 65.1 is the date on which that Taxation becomes due and payable to the authority, official or person demanding the same.
1. This confirmation is (except for manifest error) conclusive and binding on 5.3 Where the Vendor.
6.3 The Vendor will pay Claim involves no actual payment of Taxation, the amount date referred to in clause 6.1 (or, if different, the amount confirmed by the Purchaser's auditors pursuant to clause 6.2) 5.1 is:
5.3.1 to the Purchaser on extent that the liability involves the denial, loss or before the fifth Business Day after the date set-off (in whole or in part) of the noticeany right to repayment of Taxation, or if later:
6.3.1 in the case of a liability under clauses 2.1.1, 2.1.4 or 4.3, 5 Business Days before the date on which such Taxation would otherwise have been repaid; and
5.3.2 to the Tax is payable;
6.3.2 extent that the liability involves the denial, loss or set-off (in the case whole or in part) of liability deemed any Relief other than a right to arise under clause 2.1.1 by virtue repayment of clause 2.2Taxation, the date on which the Tax Taxation which would have been repaid saved but for the losssuch denial, reduction, loss or set-off, cancellation, non-availability off becomes (or non-existence of on the right to repayment of Tax;assumption in clause 2.6 would become) due and payable.
6.3.3 in 5.4 Where the case of a liability under clause 2.1.2, 5 Business Days before the date on which the relevant Group Company is due to pay any Tax which, but for the loss, reduction, modification, cancellation, non-availability or non-existence of the Accounts Relief it would not have been liable to pay;
6.3.4 in the case of Claim involves a liability under clause 2.1.3, the date referred to in clause 5.1 is the date which would have been the due date in clause 5.2 but for the availability of the Relief.
5.5 The Covenantors shall pay to the Company (or to the Purchaser as the case may be) any amount required to be paid by them pursuant to clause 2.7, on the date on which the relevant Group Company would have had to pay or the Tax but for Purchaser incurs or suffers such costs or expenses.
5.6 The Company (or the utilisation Purchaser as the case may be) shall give notice in writing of the Accounts Relief or Post-Completion Relief;
6.3.5 in amount of any payment required to be made by the case of a liability Covenantors under clause 2.32, 5 Business Days before and the relevant Group Company becomes liable to make the payment or repayment; or
6.3.6 in the case of a liability under clause 2.4, 5 Business Days before the Purchaser or the relevant Group Company becomes liable to pay the costsdue date for payment.
6.4 If any 5.7 Any sum due and payable not paid by the Vendor under this Deed is not paid Covenantors on the due date in accordance with the provisions of this Deed, the Vendor will, in addition to that sum, pay interest to the Purchaser from the date for payment of the sum to shall bear interest from that date until and including the day date of actual payment of the sum (or the next Business Day if the day date of actual payment is not a Business Day). The , and any interest accrues from day to day (before and after judgment) under this clause 5.7 shall be charged at the annual rate of 2% per annum above over the base rate for the time being of the National Westminster Barclays Bank plc (or or, if there is no base ratesuch a rate cannot be ascertained for any reason, at a such similar rate as the Purchaser shall reasonably selected by the Purchaser) and is compounded quarterlyselect).
Appears in 1 contract
Samples: Share Purchase Agreement (Image Sensing Systems Inc)