Common use of DATE FOR PAYMENT AND INTEREST Clause in Contracts

DATE FOR PAYMENT AND INTEREST. 6.1 In respect of an Assessment disputed under paragraph 5, the 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 equal 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 Other than in respect of an Assessment disputed under paragraph 5 (which are subject to the provisions of Paragraph 6.1) the Sellers will pay any required sum in respect of an Actual Tax Liability under Paragraph 2 on: (a) the later of the date 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 received by the Sellers’ Representative from the Purchaser; and (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 amount of the liability 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 pay a sum required under Paragraph 2 in respect of 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 for the 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 which shall be governed by paragraph 6.3(a)). 6.4 If any sum due and payable by the Sellers under this Schedule is not paid on the due date in accordance with the provisions of this Schedule, the Sellers shall 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 3% per year above the base rate of Barclays Bank plc (or if there is no base rate, at a similar rate reasonably selected by the Purchaser) and is compounded quarterly.

DATE FOR PAYMENT AND INTEREST. 6.1 In respect 5.1 If a liability arises as mentioned in paragraphs 6 or 4.3, the Purchaser shall notify the Seller in writing of an Assessment disputed under the amount payable. 5.2 If the Seller requests within 28 days starting on the day after Seller is deemed to receive such notice, the Purchaser shall ensure that (at the Seller's cost) the Purchaser's auditors (acting as experts and not as arbitrators) confirm the amount referred to in paragraph 5. 1. This confirmation is (except for manifest error) conclusive and binding on the Seller. 5.3 The Seller shall pay the amount referred to in paragraph 5.1 to the Purchaser fourteen (14) Business Days after the date that the Seller is deemed to receive the notice mentioned in paragraph 6.1 or if later, the Sellers must pay any required sum under Paragraph 2 immediately following settlementauditors' confirmation, 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 equal 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 Other than in respect of an Assessment disputed under paragraph 5 (which are subject to the provisions of Paragraph 6.1) the Sellers will pay any required sum in respect of an Actual Tax Liability under Paragraph 2 onif later: (aA) in the later case of the date five a liability under paragraphs 2.1(A) or 4.3, two (2) Business Days before the date on which the Group Company will finally be liable to pay Tax is payable; (B) in the Tax in respect case of the relevant Tax Claim, for any payment a liability under Paragraph 2.1(aparagraph 2.1(B), (b) or (e) in respect of an Actual Tax Liability and the date five two Business Days after a written notice setting out the amount due is received by the Sellers’ Representative from the Purchaser; and (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 amount of the liability 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 pay a sum required under Paragraph 2 in respect of any such Tax Liability shall be the later of: (a) five Business Days after before the date on which the Sellers receive Company is due to pay any Tax which, but for the loss, reduction, modification or cancellation of the Accounts Relief it would not have been liable to pay; (C) in the case of a liability under paragraph 2.1(C), the date on which the Company would have had to pay the Tax but for the utilisation or set-off of the Accounts Relief or Purchaser's Relief or; (D) in the case of a liability under paragraph 2.2 ten (10) Business Days after the Purchaser or the relevant written determination; (b) member of its Group becomes liable to pay the normal date for payment of Tax for the 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 which shall be governed by paragraph 6.3(a))costs. 6.4 5.4 If any sum due and payable by the Sellers Seller under this Schedule is not paid on the due date in accordance with the provisions of this Schedule, the Sellers Seller shall 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)sum. The interest accrues from day to day (before and after judgment) at the rate of 3% per year above the base rate of Barclays Bank plc (or if there is no base rate, at a similar rate reasonably selected by the Purchaser) and is compounded quarterlyDefault Rate.

DATE FOR PAYMENT AND INTEREST. 6.1 In respect of an Assessment disputed under If a liability arises as mentioned in paragraph 52, 5.2 or 5.3, the Sellers must pay party entitled to receive payment shall as soon as reasonably practicable, but in any required sum under Paragraph 2 immediately following settlement, compromise event within fifteen (15) Business Days after a Purchaser’s Group Undertaking (where the party entitled to receive the payment is the Purchaser) 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 equal 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 where the party entitled to receive the payment is the Seller) becomes aware of the liability, notify the 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 Tax Authority) upon resolution 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, such dispute shall be repaid referred for determination to an Expert who in making such determination shall act as expert and not arbitrator and whose decision shall be final and binding on the Seller 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 paying party shall pay the amount referred to in paragraph 6.1 (or the amount determined by the Expert pursuant to paragraph 6.2) to the Sellers forthwith notwithstanding receiving party within five (5) Business Days after the other provisions date of this Schedule.the notice or if later, the Expert’s confirmation, or if later: 6.2 Other than 6.3.1 in respect the case of an Assessment disputed a liability under paragraph 5 2.1.1, 2.2 or 2.3, five (which are subject to the provisions of Paragraph 6.15) the Sellers will pay any required sum in respect of an Actual Tax Liability under Paragraph 2 on: (a) the later of 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 will finally be 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 pay; 6.3.3 in the Tax in respect case of the relevant Tax Claima liability under paragraph 2.1.3, 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 received by the Sellers’ Representative from the Purchaser; and (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 amount of the liability 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 pay a sum required under Paragraph 2 in respect of 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 for the accounting period in which the Group Company is deprived 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 benefit Purchaser’s Relief not occurred; 6.3.4 in the case of using a liability deemed to arise under paragraph 2.1.1 by virtue of paragraph 2.4, the relevant Relief (excluding date on which the Tax would have been repaid but for the avoidance loss, reduction, set-off, cancellation, non-availability or non-existence of doubt the loss of a right to repayment which shall be governed by of Tax; or 6.3.5 in the case of a liability under paragraph 6.3(a)). 6.4 If any sum due and payable by 2.5, five (5) Business Days before the Sellers under this Schedule is not paid on the due date in accordance with the provisions of this ScheduleGroup Company, the Sellers shall in addition to that sum pay interest to or 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 Seller (as the day of actual payment case may be), is not a Business Day). The interest accrues from day required to day (before and after judgment) at pay the rate of 3% per year above the base rate of Barclays Bank plc (or if there is no base rate, at a similar rate reasonably selected by the Purchaser) and is compounded quarterlycosts.

DATE FOR PAYMENT AND INTEREST. 6.1 In respect The Covenantors shall pay to the Purchaser any amount required to be paid by them pursuant to clause 2.1 in cleared funds on or before:- 6.1.1 if the Claim involves an actual payment of an Assessment disputed Taxation which has not been made at the date of the notice under paragraph 5clause 4.1, the 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 second Business Day prior to the Tax the subject matter of the Assessment being paid (in date on which case, an amount equal to that amount of Tax shall such Taxation may 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 authority, official or person demanding the same without incurring a liability to any proportion of such Tax interest or a charge or penalty 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 Taxation; 6.1.2 to the Sellers forthwith notwithstanding extent the other provisions claim under this Deed involves the denial or loss or set-off in whole or in part of this Schedule. 6.2 Other than 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 respect of an Assessment disputed under paragraph 5 (which are subject the case where those sections do not apply to the provisions of Paragraph 6.1) the Sellers will pay any required sum repayment in respect of an Actual Tax Liability under Paragraph 2 on: (a) the later of question, the date five 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 any Relief the second Business Days before Day prior to the date on which the Group Company will finally be liable to pay Taxation, which would have been saved but for such denial, loss, reduction, modification, cancellation or set-off, becomes due and payable; and 6.1.4 in the Tax case of a liability under clause 2.1.3 the date which would have been the due date in respect clause 6.1.1 but for the availability 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 received by the Sellers’ Representative from the Purchaser; and (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) Relief. 6.3 6.2 The Covenantors shall pay to the Company or the Purchaser shall request as the relevant Group Company’s auditors case may be any amount required to determine in writing the amount of the liability of the Sellers under Paragraph 2 in respect of any Tax Liability that is not an Actual Tax Liability. The date be paid by them pursuant to clause 2.5 on which the Sellers are to pay a sum required under Paragraph 2 in respect of any such Tax Liability shall be the later of: (a) five Business Days after the date on which the Sellers receive Company or the relevant written determination;Purchaser incurs or suffers such costs or expenses. (b) 6.3 Notice of the normal amount of the payment required to be made by the Covenantors under clause 2 and the due date for payment of Tax for the 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 which shall be governed given in writing by paragraph 6.3(a))the Company or the Purchaser and shall (save for manifest error) be conclusive and binding on the Covenantors. 6.4 If any Any sum due and payable not paid by the Sellers under this Schedule 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 Schedule, 2% over the Sellers shall 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 3% per year above the base rate of Barclays Bank plc (or if there is no base rate, at a similar rate reasonably selected by the Purchaser) and is compounded quarterlyusual quarter days.

DATE FOR PAYMENT AND INTEREST. 6.1 In respect of an Assessment disputed under paragraph 5, the 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 equal 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; 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 Other than in respect of an Assessment disputed under paragraph 5 (which are subject to the provisions of Paragraph 6.1) the Sellers will pay any required sum in respect of an Actual Tax Liability under Paragraph 2 on: (a) the later of the date 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 received by the Sellers’ Representative from the Purchaser; Purchaser; and (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 amount of the liability 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 pay a sum required under Paragraph 2 in respect of 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;determination; (b) the normal date for payment of Tax for the 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 which shall be governed by paragraph 6.3(a)). 6.4 If any sum due and payable by the Sellers under this Schedule is not paid on the due date in accordance with the provisions of this Schedule, the Sellers shall 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 3% per year above the base rate of Barclays Bank plc (or if there is no base rate, at a similar rate reasonably selected by the Purchaser) and is compounded quarterly.