Common use of DATE FOR PAYMENT AND INTEREST Clause in Contracts

DATE FOR PAYMENT AND INTEREST. 5.1 If a liability arises as mentioned in paragraphs 6 or 4.3, the Purchaser shall notify the Seller in writing of 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 auditors' confirmation, or if later: (A) in the case of a liability under paragraphs 2.1(A) or 4.3, two (2) Business Days before the date on which the Tax is payable; (B) in the case of a liability under paragraph 2.1(B), two Business Days before the date on which the 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 member of its Group becomes liable to pay the costs. 5.4 If any sum due and payable by the Seller under this Schedule is not paid on the due date in accordance with the provisions of this Schedule, the 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. The interest accrues from day to day at the Default Rate.

DATE FOR PAYMENT AND INTEREST. 5.1 If a liability arises as mentioned in paragraphs 6 or 4.3, the Purchaser shall notify the Seller in writing of 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 6.1 The Seller Covenantors shall pay the amount referred to in paragraph 5.1 to the Purchaser fourteen (14) Business Days after 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 Taxation which has not been made at the date that the Seller is deemed to receive of the notice mentioned in paragraph 6.1 or if laterunder clause 4.1, the auditors' confirmationsecond 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; (A) 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 any Relief the second Business Day prior to the date on which the 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 case of a liability under paragraphs 2.1(A) or 4.3, two (2) Business Days before clause 2.1.3 the date on which would have been the Tax is payable;due date in clause 6.1.1 but for the availability of the Relief. (B) in 6.2 The Covenantors shall pay to the Company or the Purchaser as the case of a liability under paragraph 2.1(B), two Business Days before may be any amount required to be paid by them pursuant to clause 2.5 on the date on which the Company is due to pay any Tax which, but for or the loss, reduction, modification Purchaser incurs or cancellation 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; (C) be made by the Covenantors under clause 2 and the due date for payment shall be given in the case of a liability under paragraph 2.1(C), the date on which writing by 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 and shall (save for manifest error) be conclusive and binding on the relevant member of its Group becomes liable to pay the costsCovenantors. 5.4 If any 6.4 Any sum due and payable not paid by the Seller 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 Seller 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 (or the next Business Day if the date of actual payment is not a Business Day) of such sums compounded on the sum. The interest accrues from day to day at the Default Rateusual quarter days.

DATE FOR PAYMENT AND INTEREST. 5.1 If a liability arises as mentioned in paragraphs 6 The Covenantors shall pay to the Company (or 4.3, the Purchaser shall notify as the Seller case may be) any amount required to be paid by them pursuant to clause 2.1 in writing cleared funds on or before the (number) 5 Business Day prior to the date set out in the relevant clause out of the amount payableclauses 5.2 to 5.4. 5.2 If Where the Seller requests within 28 days starting on the day after Seller is deemed to receive such noticeClaim involves an actual payment of Taxation, the Purchaser shall ensure that (at the Seller's cost) the Purchaser's auditors (acting as experts and not as arbitrators) confirm the amount date referred to in paragraph 5. 1. This confirmation clause 5.1 is (except for manifest error) conclusive the date on which that Taxation becomes due and binding on payable to the Sellerauthority, official or person demanding the same. 5.3 The Seller shall pay Where the amount Claim involves no actual payment of Taxation, the date referred to in paragraph clause 5.1 is: 5.3.1 to the Purchaser fourteen extent that the liability involves the denial, loss or set-off (14in whole or in part) Business Days after of any right to repayment of Taxation, the date on which such Taxation would otherwise have been repaid; and 5.3.2 to the extent that the Seller is deemed liability involves the denial, loss or set-off (in whole or in part) of any Relief other than a right to receive the notice mentioned in paragraph 6.1 or if laterrepayment of Taxation, the auditors' confirmation, or if later: (A) in the case of a liability under paragraphs 2.1(A) or 4.3, two (2) Business Days before the date on which the Tax is Taxation which would have been saved but for such denial, loss or set-off becomes (or on the assumption in clause 2.6 would become) due and payable;. (B) in 5.4 Where the case of Claim involves a liability under paragraph 2.1(B)clause 2.1.3, two Business Days before 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 Company is due to pay any Tax which, but for or the loss, reduction, modification Purchaser incurs or cancellation suffers such costs or expenses. 5.6 The Company (or the Purchaser as the case may be) shall give notice in writing of the Accounts Relief it would not have been liable amount of any payment required to pay; (C) in be made by the case of a liability Covenantors under paragraph 2.1(C)clause 2, and the due 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 member of its Group becomes liable to pay the costspayment. 5.4 If any 5.7 Any sum due and payable not paid by the Seller under this Schedule is not paid Covenantors on the due date in accordance with the provisions of this Schedule, the Seller shall 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 (or the next Business Day if the date of the sum. The actual payment is not a Business Day), and any interest accrues from day to day under this clause 5.7 shall be charged at the Default Rateannual rate of 2% over the 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 shall reasonably select).

DATE FOR PAYMENT AND INTEREST. 5.1 6.1 If a liability arises as mentioned in paragraphs 6 paragraph 2, 5.2 or 4.35.3, the Purchaser 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 Seller paying party in writing of the amount payablepayable 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 If or 5.3, then to the Seller requests within 28 days starting on extent that the day after Seller is deemed dispute relates to receive the quantification of the amount payable, such notice, the Purchaser dispute shall ensure that (at the Seller's cost) the Purchaser's auditors (acting be referred for determination to an Expert who in making such determination shall act as experts expert and not as arbitrators) confirm the amount referred to in paragraph 5. 1. This confirmation is (except for manifest error) conclusive arbitrator and whose decision shall be final and binding on the SellerSeller 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. 5.3 6.3 The Seller paying party shall pay the amount referred to in paragraph 5.1 6.1 (or the amount determined by the Expert pursuant to paragraph 6.2) to the Purchaser fourteen receiving party within five (145) Business Days after the date that the Seller is deemed to receive of the notice mentioned in paragraph 6.1 or if later, the auditors' Expert’s confirmation, or if later: (A) 6.3.1 in the case of a liability under paragraphs 2.1(A) paragraph 2.1.1, 2.2 or 4.32.3, two five (25) Business Days before the date on which the Tax is payable; (B) 6.3.2 in the case of a liability under paragraph 2.1(B)2.1.2, two five (5) Business Days before the date on which the Group Company is due to pay any Tax which, but for the loss, reduction, modification cancellation, non-availability or cancellation non-existence of the Accounts Completion Statement Relief it would not have been liable to pay; (C) 6.3.3 in the case of a liability under paragraph 2.1(C)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 to pay the Tax but for the utilisation or set-off of the Accounts Purchaser’s Relief or Purchaser's Relief ornot occurred; (D) 6.3.4 in the case of a liability deemed to arise under paragraph 2.1.1 by virtue of paragraph 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; or 6.3.5 in the case of a liability under paragraph 2.2 ten 2.5, five (105) Business Days after before the Group Company, or the Purchaser or the relevant member of its Group becomes liable Seller (as the case may be), is required to pay the costs. 5.4 If any sum due and payable by the Seller under this Schedule is not paid on the due date in accordance with the provisions of this Schedule, the 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. The interest accrues from day to day at the Default Rate.

DATE FOR PAYMENT AND INTEREST. 5.1 6.1 If a liability arises as mentioned in paragraphs 6 clauses 2 or 4.3, the Purchaser shall will notify the Seller in writing Vendor of the amount payable. 5.2 If 6.2 Without prejudice to the Seller date for payment of any amounts payable by the Vendor under this Deed, if the Vendor requests within 28 14 days starting on the day after Seller is deemed to receive such delivery of the notice, the Purchaser shall ensure that will (at the SellerVendor's cost) ensure that the Purchaser's auditors (acting as experts and not as arbitrators) confirm the amount referred to in paragraph 5clause 6. 1. This confirmation is (except for manifest error) conclusive and binding on the SellerVendor. 5.3 6.3 The Seller shall Vendor will pay the amount referred to in paragraph 5.1 clause 6.1 (or, if different, the amount confirmed by the Purchaser's auditors pursuant to clause 6.2) to the Purchaser fourteen (14) on or before the fifth Business Days Day after the date that of the Seller is deemed to receive the notice mentioned in paragraph 6.1 or if later, the auditors' confirmationnotice, or if later: (A) 6.3.1 in the case of a liability under paragraphs 2.1(A) clauses 2.1.1, 2.1.4 or 4.3, two (2) 5 Business Days before the date on which the Tax is payable; (B) 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 paragraph 2.1(B)clause 2.1.2, two 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 modification, cancellation, non-availability or cancellation non-existence of the Accounts Relief it would not have been liable to pay; (C) 6.3.4 in the case of a liability under paragraph 2.1(C)clause 2.1.3, 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 Purchaser's Relief orPost-Completion Relief; (D) 6.3.5 in the case of a liability under paragraph 2.2 ten (10) clause 2.3, 5 Business Days after 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 member of its Group Company becomes liable to pay the costs. 5.4 6.4 If any sum due and payable by the Seller Vendor under this Schedule Deed is not paid on the due date in accordance with the provisions of this ScheduleDeed, the Seller shall Vendor will, 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 sumsum (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 Default Raterate 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.

DATE FOR PAYMENT AND INTEREST. 5.1 If a liability arises as mentioned in paragraphs 6 or 4.36.1 In respect of an Assessment disputed under paragraph 5, the Purchaser shall notify the Seller in writing 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. 5.2 If 6.2 Other than in respect of an Assessment disputed under paragraph 5 (which are subject to 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 costprovisions of Paragraph 6.1) the Purchaser's auditors (acting as experts and not as arbitrators) confirm the amount referred to Sellers will pay any required sum 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 auditors' confirmation, or if laterrespect of an Actual Tax Liability under Paragraph 2 on: (Aa) in the case later of a liability under paragraphs 2.1(A) or 4.3, two (2) 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 payable;received by the Sellers’ Representative from the Purchaser; and (Bb) in the case of a liability under paragraph 2.1(B), two date five Business Days before 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 Company is due to pay any Tax which, but for Sellers receive the loss, reduction, modification or cancellation of the Accounts Relief it would not have been liable to payrelevant written determination; (Cb) the normal date for payment of Tax for the accounting period in which the case Group Company is deprived of the benefit of using the relevant Relief (excluding for the avoidance of doubt the loss of a liability under right to repayment which shall be governed by paragraph 2.1(C6.3(a), 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 member of its Group becomes liable to pay the costs). 5.4 6.4 If any sum due and payable by the Seller Sellers under this Schedule is not paid on the due date in accordance with the provisions of this Schedule, the Seller 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 sumsum (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 Default Raterate 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. 5.1 If a liability arises as mentioned in paragraphs 6 or 4.36.1 In respect of an Assessment disputed under paragraph 5, the Purchaser shall notify the Seller in writing 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. 5.2 If 6.2 Other than in respect of an Assessment disputed under paragraph 5 (which are subject to 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 costprovisions of Paragraph 6.1) the Purchaser's auditors (acting as experts and not as arbitrators) confirm the amount referred to Sellers will pay any required sum 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 auditors' confirmation, or if laterrespect of an Actual Tax Liability under Paragraph 2 on: (Aa) in the case later of a liability under paragraphs 2.1(A) or 4.3, two (2) 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 payable;received by the Sellers’ Representative from the Purchaser; and (Bb) in the case of a liability under paragraph 2.1(B), two date five Business Days before 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 due to pay any Tax which, but deprived of the benefit of using the relevant Relief (excluding for the loss, reduction, modification or cancellation avoidance of doubt the Accounts Relief it would not have been liable to pay; (C) in the case loss of a liability under right to repayment which shall be governed by paragraph 2.1(C6.3(a), 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 member of its Group becomes liable to pay the costs). 5.4 6.4 If any sum due and payable by the Seller Sellers under this Schedule is not paid on the due date in accordance with the provisions of this Schedule, the Seller 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 sumsum (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 Default Raterate 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. 5.1 If a liability arises as mentioned in paragraphs 6 The Covenantors shall pay to the Company (or 4.3, the Purchaser shall notify as the Seller case may be) any amount required to be paid by them pursuant to clause 2.1 in writing cleared funds on or before the second Business Day prior to the date set out in the relevant clause out of the amount payableclauses 5.2 to 5.4. 5.2 If Where the Seller requests within 28 days starting on the day after Seller is deemed to receive such noticeClaim involves an actual payment of Taxation, the Purchaser shall ensure that (at the Seller's cost) the Purchaser's auditors (acting as experts and not as arbitrators) confirm the amount date referred to in paragraph 5. 1. This confirmation clause 5.1 is (except for manifest error) conclusive the date on which that Taxation becomes due and binding on payable to the Sellerauthority, official or person demanding the same. 5.3 The Seller shall pay Where the amount Claim involves no actual payment of Taxation, the date referred to in paragraph clause 5.1 is: 5.3.1 to the Purchaser fourteen extent that the liability involves the denial, loss or set-off (14in whole or in part) Business Days after of any right to repayment of Taxation, the date on which such Taxation would otherwise have been repaid; and 5.3.2 to the extent that the Seller is deemed liability involves the denial, loss or set-off (in whole or in part) of any Relief other than a right to receive the notice mentioned in paragraph 6.1 or if laterrepayment of Taxation, the auditors' confirmation, or if later: (A) in the case of a liability under paragraphs 2.1(A) or 4.3, two (2) Business Days before the date on which the Tax is Taxation which would have been saved but for such denial, loss or set-off becomes (or on the assumption in clause 2.6 would become) due and payable;. (B) in 5.4 Where the case of Claim involves a liability under paragraph 2.1(B)clause 2.1.3, two Business Days before 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 Company is due to pay any Tax which, but for or the loss, reduction, modification Purchaser incurs or cancellation suffers such costs or expenses. 5.6 The Company (or the Purchaser as the case may be) shall give notice in writing of the Accounts Relief it would not have been liable amount of any payment required to pay; be made by the Covenantors under clause 2, and the due date for payment, and this notice shall (C) except in the case of a liability under paragraph 2.1(C), manifest error) be conclusive and binding on 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 member of its Group becomes liable to pay the costsCovenantors. 5.4 If any 5.7 Any sum due and payable not paid by the Seller under this Schedule is not paid Covenantors on the due date in accordance with the provisions of this Schedule, the Seller shall 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 (or the next Business Day if the date of the sum. The actual payment is not a Business Day), and any interest accrues from day to day under this clause 5.7 shall be charged at the Default Rateannual rate of 4% over the base rate for the time being of National Westminster Bank plc (or, if such a rate cannot be ascertained for any reason, at such similar rate as the Purchaser shall reasonably select).