Common use of Date for Payment Clause in Contracts

Date for Payment. 5.1 Where a Holdings Tax Claim or any sum to which paragraph 2.2 of part 3 of this schedule applies involves the Purchaser or Holdings being under a liability to make a payment to any Tax Authority, the Warrantors shall (subject to clause 4 of this agreement) instruct the Vendors’ Solicitors to release from the Joint Account (subject to clause 4 of this agreement) to pay the Purchaser the relevant amount on or before the later of the fifth Business Day after demand is made for the amount in question and the fifth Business Day before the date on which the amount in question is payable to the relevant Tax Authority without any interest, penalty, fine or surcharge arising in respect of it. 5.2 Where a Holdings Tax Claim does not fall within paragraph 5.1, the due date for payment out of the Joint Account (subject to clause 4 of this agreement) under this schedule shall be: 5.2.1 in the case of a Holdings Tax Claim involving the loss of an Accounts Relief which is not a right to a repayment of Tax, the later of ten Business Days following service by the Purchaser of a written demand for the same and the date on which the Accounts Relief would otherwise have been used but for such loss; 5.2.2 in the case of a Holdings Tax Claim involving the loss of an Accounts Relief which is a right to repayment of Tax, the later of ten Business Days after the Purchaser has served a written demand for the same and the date on which repayment of Tax would have actually been received or credited against an Actual Tax Liability; 5.2.3 in the case of a Holdings Tax Claim involving the set-off of a Purchaser’s Relief or an Accounts Relief, the later of ten Business Days following the service by the Purchaser of a written demand for the same or the date on which the Actual Tax Liability against which the Purchaser’s Relief or Accounts Relief is set off would have fallen due but for such setting off; and 5.2.4 in any other case, ten Business Days following the service by the Purchaser of a written demand for the same. 5.3 If the Warrantors default in the payment when due of any sum payable under this schedule, the liability of the Warrantors shall be increased to include interest on that sum from the date when the payment was due until the date of actual payment (as well after as before judgment) at a rate per annum of 1 per cent. above the base rate from time to time of Barclays Bank plc. This interest shall be payable on demand.

Date for Payment. 5.1 Where a Holdings Tax Claim or any sum to which paragraph 2.2 of part 3 of this schedule applies involves the Purchaser or Holdings a Target Group member being under a liability to make a payment to any Tax Authority, the Warrantors Vendor shall (subject pay to clause 4 of this agreement) instruct the Vendors’ Solicitors to release from the Joint Account (subject to clause 4 of this agreement) to pay the Purchaser in cleared funds the relevant amount on or before the later of the fifth Business Day after demand is made for the amount in question and the fifth Business Day before the date on which the amount in question is finally payable to the relevant Tax Authority without any interest, penalty, fine or surcharge arising in respect of it. 5.2 Where a Holdings Tax Claim does not fall within paragraph 5.1, the due date for payment out of the Joint Account (subject to clause 4 of this agreement) under this schedule shall be: 5.2.1 in . In the case of a Holdings Tax Claim involving the loss of an Accounts Relief which is not a right to a repayment of Tax, the later of ten Business Days following service by the Purchaser of a written demand for the same and the date on which the Accounts Relief would otherwise have been used but for such loss; 5.2.2 in the case of a Holdings Tax Claim involving the loss of an Accounts Relief which is a right to repayment of Tax, the later of ten Business Days after the Purchaser has served a written demand for the same and the date on which repayment of Tax would have actually been received or credited against an Actual Tax Liability; 5.2.3 in the case of a Holdings Tax Claim involving the set-off of a Purchaser’s Relief or an Accounts Post Completion Relief, the later of ten Business Days following the service by the Purchaser of a written demand for the same or the date on which the Actual Tax Liability against which the Purchaser’s Relief or Accounts Relief is set off would have fallen due but for such setting off; and. 5.2.4 in 5.2 Where the Vendor is liable to make any payment under the Tax Covenant or under any other caseTax Claim the date for the payment of which is not determined under paragraph 5.1 of this schedule 3 part 4, ten Business Days following the service by Vendor shall pay to the Purchaser of the amount in question on the fifth Business Day after demand is made for such amount to be paid. 5.3 Any sum not paid on a written demand date determined under this schedule (“the due date”) shall bear interest (which shall accrue from day to day after, as well as before, any judgment for the same. 5.3 If ) at the Warrantors default rate of 2% per annum over the base rate of Barclays Bank PLC or, in the absence of such base rate, at such similar rate as the person entitled to the payment when due of any sum payable under this schedule, the liability of the Warrantors shall be increased to include interest on that sum select from the due date when up to and including the day of actual payment was due until of such sum (or the next Business Day if the date of actual payment (as well after as before judgmentis not a Business Day) at a rate per annum of 1 per centcompounded quarterly. above the base rate from time to time of Barclays Bank plc. This Such interest shall be payable paid on demand.

Date for Payment. 5.1 6.1 Where a Holdings Tax Claim or any sum to which paragraph 2.2 of part 3 of this schedule applies involves the Purchaser or Holdings being under a liability Covenantors are liable to make a payment pursuant to any Tax Authoritythis Deed, the Warrantors due date for making such payment which shall (subject to clause 4 be made in cleared funds shall be :- 6.1.1 in a case which involves the making of this agreement) instruct an actual payment of Taxation by the Vendors’ Solicitors to release from Company, the Joint Account (subject to clause 4 of this agreement) date that is three business days immediately before the last date on which the Company would have had to pay the Purchaser to the relevant amount on Tax Authority the Taxation that has given rise to the Covenantors' liability under this Deed in order to avoid incurring a liability to interest or before the later a charge or penalty in respect of the fifth Business Day that liability to Taxation; or 6.1.2 in respect of a liability to Taxation falling within Clause 1.7.1 within five business days after demand is made for the amount in question and the fifth Business Day before the date on which the amount in question is payable to Covenantors are notified by the relevant Tax Authority without any interest, penalty, fine Purchaser or surcharge arising the Company that the Covenantors have a liability for a determinable amount; 6.1.3 in respect of ita liability to Taxation falling within Clause 1.7.2 the date that is one business day before the last date upon which the Company would have had to make an actual payment of Taxation but for the utilisation or set off of the Relief, as the case may be, in order to avoid incurring a liability to pay interest or a charge or a penalty; 6.1.4 in any other case, within five business days after the date when the Covenantors have been notified by the Company or the Purchaser that the Covenantors have a liability for a determinable amount, such notice to be accompanied by reasonable evidence of the liability in question having been incurred. 5.2 Where a Holdings Tax Claim does 6.2 If any sum due and payable by the Covenantors under this Deed is not fall within paragraph 5.1, paid on the due date for payment out as ascertained in accordance with the provisions of this Deed, the Covenantors shall in addition to that sum, pay interest on the amount for the time being unpaid from the due date for payment of the Joint Account sum to and including the day of actual payment of the sum (subject to clause 4 or the next business day if the day of this agreement) under this schedule shall be: 5.2.1 in the case of a Holdings Tax Claim involving the loss of an Accounts Relief which actual payment is not a right business day). The interest shall accrue from day to a repayment of Tax, the later of ten Business Days following service by the Purchaser of a written demand for the same and the date on which the Accounts Relief would otherwise have been used but for such loss; 5.2.2 in the case of a Holdings Tax Claim involving the loss of an Accounts Relief which is a right to repayment of Tax, the later of ten Business Days after the Purchaser has served a written demand for the same and the date on which repayment of Tax would have actually been received or credited against an Actual Tax Liability; 5.2.3 in the case of a Holdings Tax Claim involving the set-off of a Purchaser’s Relief or an Accounts Relief, the later of ten Business Days following the service by the Purchaser of a written demand for the same or the date on which the Actual Tax Liability against which the Purchaser’s Relief or Accounts Relief is set off would have fallen due but for such setting off; and 5.2.4 in any other case, ten Business Days following the service by the Purchaser of a written demand for the same. 5.3 If the Warrantors default in the payment when due of any sum payable under this schedule, the liability of the Warrantors shall be increased to include interest on that sum from the date when the payment was due until the date of actual payment day (before as well as after as before judgment) at a the rate of 2% per annum of 1 per cent. above the base lending rate from for the time to time being of Barclays Lloyds Bank plc. This interest plc and shall be payable compounded quarterly on demandthe usual quarter days.

Date for Payment. 5.1 Where 9.1 The AES Seller shall make payments to the AES Buyer under this Schedule or under the Tax Warranties not later than on the following dates: 9.1.1 insofar as a Holdings Tax Claim or any sum represents Taxation to be borne by the Company but which paragraph 2.2 of part 3 of this schedule applies involves the Purchaser or Holdings being under a liability to make a payment to any Tax Authorityhas not yet become due, the Warrantors AES Seller shall take the payment in respect of that Claim (subject to clause 4 of this agreementor so much thereof as represents that Taxation) instruct the Vendors’ Solicitors to release from the Joint Account (subject to clause 4 of this agreement) to pay the Purchaser the relevant amount on or 5 Business Days before the later that Taxation becomes due; 9.1.2 insofar as a Claim consists of the fifth Business Day after demand is made for loss of a right to repayment of Taxation, the amount AES Seller shall make the payment in question and the fifth Business Day before respect of that Claim (or so much thereof as represents that loss) on the date on which that repayment would otherwise have become due; and 9.1.3 in any other case, the AES Seller shall make the payment 5 Business Days after the date on which a notice containing a written demand for the amount in question of the payment required to be made is payable delivered to the relevant Tax Authority without any interest, penalty, fine AES Seller; and for this purpose references to a date on which Taxation becomes due include a reference to the date on which it would have become due were it not for the availability of some Relief or surcharge arising right to repayment of Taxation. Any payment which becomes due on a day which is not a Business Day shall be paid on the next following Business Day. No payment shall be treated as made until cleared funds in respect of itthereof are available to the AES Buyer. 5.2 Where a Holdings Tax Claim does 9.2 If any payment required to be made by the AES Seller under this deed is not fall within paragraph 5.1, made by the due date for payment out of the Joint Account (subject to clause 4 of this agreement) under this schedule thereof, then that payment shall be: 5.2.1 in the case of a Holdings Tax Claim involving the loss of an Accounts Relief which is not a right to a repayment of Tax, the later of ten Business Days following service by the Purchaser of a written demand for the same and the date on which the Accounts Relief would otherwise have been used but for such loss; 5.2.2 in the case of a Holdings Tax Claim involving the loss of an Accounts Relief which is a right to repayment of Tax, the later of ten Business Days after the Purchaser has served a written demand for the same and the date on which repayment of Tax would have actually been received or credited against an Actual Tax Liability; 5.2.3 in the case of a Holdings Tax Claim involving the set-off of a Purchaser’s Relief or an Accounts Relief, the later of ten Business Days following the service by the Purchaser of a written demand for the same or the date on which the Actual Tax Liability against which the Purchaser’s Relief or Accounts Relief is set off would have fallen due but for such setting off; and 5.2.4 in any other case, ten Business Days following the service by the Purchaser of a written demand for the same. 5.3 If the Warrantors default in the payment when due of any sum payable under this schedule, the liability of the Warrantors shall be increased to include carry interest on that sum from the date when the payment was due until the date of payment until actual payment (as well after as before judgment) at a the rate per annum of 1 per cent. 2 percent above the base rate Base Rate from time to time of Barclays Bank plc. This interest shall be payable on demand.

Date for Payment. 5.1 Where a Holdings Tax Claim or any sum to which paragraph 2.2 of part Part 3 of this schedule Schedule applies involves the Purchaser Buyer or Holdings the Company being under a liability to make a payment to any Tax Authority, the Warrantors shall (subject pay to clause 4 of this agreement) instruct the Vendors’ Solicitors to release from the Joint Account (subject to clause 4 of this agreement) to pay the Purchaser Buyer in cleared funds the relevant amount on or before the later of the fifth Business Day after demand is made for the amount in question and the fifth Business Day before the date on which the amount in question is finally payable to the relevant Tax Authority without any interest, penalty, fine or surcharge arising in respect of it. 5.2 Where a Holdings Tax Claim does not fall within paragraph 5.1, the due date for payment out the making of payments by the Joint Account (subject to clause 4 of this agreement) Warrantors under this schedule Schedule shall be: 5.2.1 in the case of a Holdings Tax Claim involving the loss of an Accounts Relief which is not a right to a repayment of Tax, the later of ten Business Days following service by the Purchaser Buyer of a written demand for the same and the date on which the Accounts Relief would otherwise have been used but for such loss; 5.2.2 in the case of a Holdings Tax Claim involving the loss of an Accounts Relief which is a right to repayment of Tax, the later of ten Business Days after the Purchaser Buyer has served a written demand for the same and the date on which repayment of Tax would have actually been received or credited against an Actual Tax Liability;received; and 5.2.3 in the case of a Holdings Tax Claim involving the set-off of a Purchaser’s Post Completion Relief or an Accounts Relief, the later of ten Business Days following the service by the Purchaser Buyer of a written demand for the same or the date on which the Actual Tax Liability against which the Purchaser’s Relief or Accounts Relief is set off would have fallen due but for such setting off; and. 5.2.4 in 5.3 Any sum not paid on a date determined under this Schedule (“the due date”) shall bear interest (which shall accrue from day to day after, as well as before, any other case, ten Business Days following the service by the Purchaser of a written demand judgment for the same. 5.3 If ) at the Warrantors default in rate of 1% per annum over the payment when due base rate of any sum payable under this schedule, the liability of the Warrantors shall be increased to include interest on that sum Barclays Bank PLC from the due date when up to and including the day of actual payment was due until of such sum (or the next Business Day if the date of actual payment (as well after as before judgmentis not a Business Day) at a rate per annum of 1 per centwhich shall be compounded quarterly. above the base rate from time to time of Barclays Bank plc. This Such interest shall be payable paid on demand.

Date for Payment. 5.1 6.1 Where a Holdings Tax Claim or any sum to which paragraph 2.2 of part 3 of this schedule applies involves the Purchaser or Holdings any Group Company being under a liability to make a payment to any Tax Authority, the Warrantors Vendors shall (subject pay to clause 4 of this agreement) instruct the Vendors’ Solicitors to release from the Joint Account (subject to clause 4 of this agreement) to pay the Purchaser in cleared funds the relevant amount claimed on or before the later of the fifth Business Day after demand is made for the amount in question such payment and the fifth Business Day before the date on which the amount in question is payable to the relevant Tax Authority without any interest, penalty, fine or surcharge arising in respect of it. 5.2 6.2 Where a Holdings Tax Claim does not fall within paragraph 5.1, is made under the due date for payment out Tax Covenant in respect of the Joint Account (subject to clause 4 non-availability of this agreement) under this schedule shall be: 5.2.1 in the case of a Holdings Tax Claim involving the loss of an Accounts Relief which is not a right to a repayment of Tax, the later of ten Business Days following service by the Purchaser of a written demand for the same and the date on which the Accounts Relief would otherwise have been used but for such loss; 5.2.2 in the case of a Holdings Tax Claim involving the loss of an Accounts Relief which is a right to repayment of Tax, the Vendors shall pay to the Purchaser in cleared funds the amount in question on the later of ten the fifth Business Days Day after demand is made for such amount to be paid and the Purchaser has served a written demand for the same and fifth Business Day after the date on which repayment of the Tax in question would have actually been received or credited against an Actual Tax Liability;repaid but for that non-availability. 5.2.3 in the case of 6.3 Where a Holdings Tax Claim involving is made under the Tax Covenant in respect of the utilisation or set-off of a Purchaser’s Relief or an Accounts Relief, the Vendors shall pay to the Purchaser in cleared funds the amount in question on the later of ten the fifth Business Days following the service by the Purchaser of a written demand for the same or Day after the date on which the Actual Tax Liability against which the Purchaser’s Relief or Accounts Relief is set off in question would have fallen due arisen but for such setting off; andutilisation or set-off and the fifth Business Day after demand is made for such amount to be paid. 5.2.4 in 6.4 Where the Vendors are liable to make any other casepayment under any Tax Claim, ten Business Days following the service by date for the payment of which is not determined under paragraphs 6.1, 6.2 or 6.3 of part 4 of this schedule 5, the Vendors shall pay to the Purchaser of a written the amount in question on the fifth Business Day after demand is made for the samesuch amount to be paid. 5.3 If the Warrantors default in the payment when due of any sum payable under this schedule, the liability of the Warrantors shall be increased to include interest on that sum from the date when the payment was due until the date of actual payment (as well after as before judgment) at a rate per annum of 1 per cent. above the base rate from time to time of Barclays Bank plc. This interest shall be payable on demand.

Date for Payment. 5.1 Where a Holdings Tax Claim or any sum to which paragraph 2.2 of part 3 of this schedule applies involves the Purchaser or Holdings the Company being under a liability to make a payment to any Tax Authority, the Warrantors shall (subject pay to clause 4 of this agreement) instruct the Vendors’ Solicitors to release from the Joint Account (subject to clause 4 of this agreement) to pay the Purchaser in cleared funds the relevant amount on or before the later of the fifth Business Day after demand is made for the amount in question and the fifth Business Day before the date on which the amount in question is finally payable to the relevant Tax Authority without any interest, penalty, fine or surcharge arising in respect of it. 5.2 Where a Holdings Tax Claim does not fall within paragraph 5.1, the due date for payment out the making of payments by the Joint Account (subject to clause 4 of this agreement) Warrantors under this schedule shall be: 5.2.1 in the case of a Holdings Tax Claim involving the loss of an Accounts Relief which is not a right to a repayment of Tax, the later of ten five Business Days following service by the Purchaser of a written demand for the same and the date on which the Accounts Relief would otherwise have been used to reduce a liability to make a payment but for such loss; 5.2.2 in the case of a Holdings Tax Claim involving the loss of an Accounts Relief which is a right to repayment of Tax, the later of ten five Business Days after the Purchaser has served a written demand for the same and the date on which repayment of Tax would have actually been received or credited against an Actual Tax Liabilityreceived; 5.2.3 in the case of a Holdings Tax Claim involving the set-off of a Purchaser’s Post Completion Relief or an Accounts Relief, the later of ten five Business Days following the service by the Purchaser of a written demand for the same or the date on which the Actual Tax Liability against which the Purchaser’s Relief or Accounts Relief is set off would have fallen due but for such setting off; and. 5.2.4 in any 5.3 All other case, ten sums payable by the Warrantors pursuant to paragraph 2 of part 3 of this schedule shall be paid five Business Days following the service by after the Purchaser of has served a written demand for the same. 5.3 If 5.4 Any sum not paid on a date determined under this schedule ("THE DUE DATE") shall bear interest (which shall accrue from day to day after, as well as before, any judgment for the Warrantors default same) at the rate of 1% per annum over the base rate of Barclays Bank PLC or, in the absence of such base rate, at such similar rate as the person entitled to the payment when due of any sum payable under this schedule, the liability of the Warrantors shall be increased to include interest on that sum select from the due date when up to and including the day of actual payment was due until of such sum (or the next Business Day if the date of actual payment (as well after as before judgmentis not a Business Day) at a rate per annum of 1 per centcompounded quarterly. above the base rate from time to time of Barclays Bank plc. This Such interest shall be payable paid on demand.

Date for Payment. 5.1 4.1 Where a Holdings Tax Schedule Claim or any sum to which paragraph 2.2 of part 3 of this schedule applies involves the Purchaser Buyer or Holdings being under a Group Company having a liability to make a payment to any Tax Authority, the Warrantors Seller shall (subject pay to clause 4 of this agreement) instruct the Vendors’ Solicitors to release from Buyer in cleared funds the Joint Account (subject to clause 4 of this agreement) to pay the Purchaser the relevant amount claimed on or before the later of the fifth (5th) Business Day after demand is made for the amount in question such payment and the fifth second (2nd) Business Day before the date on which the amount in question is due and payable to the relevant Tax Authority without any interest, penalty, fine or surcharge arising in respect of it. 5.2 4.2 Where a Holdings Tax Schedule Claim does not fall within paragraph 5.1is in respect of the non-availability of a right to repayment of or in respect of Tax, the due date for payment out Seller shall pay to the Buyer in cleared funds the amount in question on the later of the Joint Account fifth (subject 5th) Business Day after demand is made for such amount to clause 4 be paid and the fifth (5th) Business Day after the date on which the Tax or the amount in respect of this agreement) under this schedule shall be:Tax would have been repaid but for that non-availability. 5.2.1 4.3 Where a Tax Schedule Claim is in respect of the case utilisation or set-off of a Holdings Relief, the Seller shall pay to the Buyer in cleared funds the amount in question on the later of the fifth (5th) Business Day after the date on which the Tax in question would have been due and payable (without any interest, penalty, fine or surcharge arising in respect of it) but for such utilisation or set-off on the fifth (5th) Business Day after demand is made for such amount to be paid. 4.4 Where a Tax Schedule Claim involving the is in respect of a loss of an Accounts Relief which is not (other than a right to a repayment of or in respect of Tax), the Seller shall pay to the Buyer in cleared funds the amount claimed on or before the later of ten the second (2nd) Business Days following service by the Purchaser of a written demand for the same and Day before the date on which the Accounts Relief Buyer or the relevant Group Company is due to pay (without any interest, penalty, fine or surcharge arising in respect of it) any Tax which it would otherwise not have been used had to pay but for such loss; 5.2.2 in the case of a Holdings Tax Claim involving the loss of an the Accounts Relief on the fifth (5th) Business Day after demand is made for such amount to be paid. 4.5 Where the Seller is liable to make any payment under this Schedule, the date for the payment of which is a right not determined pursuant to repayment the foregoing provisions of Taxthis Paragraph 4.5 of this Schedule 8, the later of ten Seller shall pay to the Buyer in cleared funds the amount in question on the fifth (5th) Business Days Day after the Purchaser has served a written demand for the same and the date on which repayment of Tax would have actually been received or credited against an Actual Tax Liability; 5.2.3 in the case of a Holdings Tax Claim involving the set-off of a Purchaser’s Relief or an Accounts Relief, the later of ten Business Days following the service by the Purchaser of a written demand for the same or the date on which the Actual Tax Liability against which the Purchaser’s Relief or Accounts Relief is set off would have fallen due but made for such setting off; and 5.2.4 in any other case, ten Business Days following the service by the Purchaser of a written demand for the sameamount to be paid. 5.3 If the Warrantors default in the payment when due of any sum payable under this schedule, the liability of the Warrantors shall be increased to include interest on that sum from the date when the payment was due until the date of actual payment (as well after as before judgment) at a rate per annum of 1 per cent. above the base rate from time to time of Barclays Bank plc. This interest shall be payable on demand.

Date for Payment. 5.1 7.1 Where a Holdings Tax Claim or any sum to which paragraph 2.2 of part 3 sub-clause 3.2 of this schedule Deed applies involves the Purchaser or Holdings the Company being under a liability to make a payment to any Tax Authority, the Warrantors Covenantor shall (subject pay to clause 4 of this agreement) instruct the Vendors’ Solicitors to release from the Joint Account (subject to clause 4 of this agreement) to pay the Purchaser in cleared funds the relevant amount claimed on or before the later of the fifth Business Day after demand is made for the amount in question therefor and the fifth Business Day before the date on which the amount in question is finally payable to the relevant Tax Authority without any interest, penalty, fine or surcharge arising in respect of itthereof. 5.2 7.2 Where the Covenantor is liable to make a Holdings Tax Claim does not fall within paragraph 5.1payment under sub-clause 2.1.2 of this Deed, the due date for payment out of Covenantor shall pay to the Joint Account (subject to clause 4 of this agreement) under this schedule shall be: 5.2.1 Purchaser in cleared funds the case of a Holdings Tax Claim involving the loss of an Accounts Relief which is not a right to a repayment of Tax, amount in question on the later of ten the fifth Business Days following service by Day after demand is made therefor and the Purchaser of a written demand for the same and fifth Business Day after the date on which the Accounts Relief Tax in question would otherwise have been used but arisen. 7.3 Where the Covenantor is liable to make any payment under any other Tax Claim, the date for such loss; 5.2.2 in the case payment of a Holdings Tax Claim involving the loss of an Accounts Relief which is a right to repayment of Taxnot determined under sub-clauses 7.1 or 7.2 above, the later of ten Business Days after Covenantor shall pay to the Purchaser has served a written the amount in question on the fifth Business Day after demand for the same and the date on which repayment of Tax would have actually been received or credited against an Actual Tax Liability;is made therefor. 5.2.3 in the case of a Holdings Tax Claim involving the set-off of a Purchaser’s Relief or an Accounts Relief, the later of ten Business Days following the service 7.4 Any sum not paid by the Purchaser of Covenantor on a written demand for date determined under sub-clauses 7.1, 7.2 or 7.3 above (the same or the date on "due date") shall bear interest (which the Actual Tax Liability against which the Purchaser’s Relief or Accounts Relief is set off would have fallen due but for such setting off; and 5.2.4 in shall accrue from day to day after as well as before any other case, ten Business Days following the service by the Purchaser of a written demand judgement for the same. 5.3 If ) at the Warrantors default rate of [4%] per annum over the base rate of Barclays Bank plc or in the payment when due of any sum payable under this schedule, absence thereof at such similar rate as the liability of the Warrantors Purchaser shall be increased to include interest on that sum select from the due date when up to and including the day of actual payment was due until of such sum (or the next Business Day if the date of actual payment (as well after as before judgmentis not a Business Day) at a rate per annum of 1 per centcompounded quarterly. above the base rate from time to time of Barclays Bank plc. This Such interest shall be payable paid on demandthe demand of the Purchaser.

Date for Payment. 5.1 Where a Holdings Tax Claim or any sum to which paragraph 2.2 of part 3 of this schedule applies involves the Purchaser or Holdings the Company being under a liability to make a payment to any Tax Authority, the Warrantors shall (subject pay to clause 4 of this agreement) instruct the Vendors’ Solicitors to release from the Joint Account (subject to clause 4 of this agreement) to pay the Purchaser in cleared funds the relevant amount on or before the later of the fifth Business Day after demand is made for the amount in question and the fifth Business Day before the date on which the amount in question is payable (not including extensions) to the relevant Tax Authority without any interest, penalty, fine or surcharge arising in respect of it. 5.2 Where a Holdings Tax Claim does not fall within paragraph 5.1, the due date for payment out the making of payments by the Joint Account (subject to clause 4 of this agreement) Warrantors under this schedule shall be: 5.2.1 in the case of a Holdings Tax Claim involving the loss of an Accounts Relief which is not a right to a repayment of Tax, the later of ten Business Days following service by the Purchaser of a written demand for the same and the date on which the Accounts Relief would otherwise have been used but for such loss; 5.2.2 in the case of a Holdings Tax Claim involving the loss of an Accounts Relief which is a right to repayment of Tax, the later of ten Business Days after the Purchaser has served a written demand for the same and the date on which repayment of Tax would have actually been received or credited against an Actual Tax Liabilityreceived; 5.2.3 in the case of a Holdings Tax Claim involving the set-off of a Purchaser’s Post Completion Relief or an Accounts Relief, the later of ten Business Days following the service by the Purchaser of a written demand for the same or the date on which the Actual Tax Liability against which the Purchaser’s Relief or Accounts Relief is set off would have fallen due but for such setting off; and. 5.2.4 in 5.3 Any sum not paid on a date determined under this schedule (“due date”) shall bear interest (which shall accrue from day to day after, as well as before, any other case, ten Business Days following the service by the Purchaser of a written demand judgment for the same. 5.3 If ) at the Warrantors default rate of 3% per annum over the base rate of Barclays Bank PLC or, in the absence of such base rate, at such similar rate as the person entitled to the payment when due of any sum payable under this schedule, the liability of the Warrantors shall be increased to include interest on that sum select from the due date when up to and including the day of actual payment was due until of such sum (or the next Business Day if the date of actual payment (as well after as before judgment) at is not a rate per annum of 1 per centBusiness Day). above the base rate from time to time of Barclays Bank plc. This Such interest shall be payable paid on demand.

Date for Payment. 5.1 Where a Holdings HHL Tax Claim or any sum to which paragraph 2.2 of part 3 of this schedule applies involves the Purchaser or Holdings HHL being under a liability to make a payment to any Tax Authority, the Warrantors shall (subject to clause 4 of this agreement) instruct the Vendors’ Solicitors to release from the Joint Account (subject to clause 4 of this agreement) to pay the Purchaser the relevant amount on or before the later of the fifth Business Day after demand is made for the amount in question and the fifth Business Day before the date on which the amount in question is payable to the relevant Tax Authority without any interest, penalty, fine or surcharge arising in respect of it. 5.2 Where a Holdings HHL Tax Claim does not fall within paragraph 5.1, the due date for payment out of the Joint Account (subject to clause 4 of this agreement) under this schedule shall be: 5.2.1 in the case of a Holdings HHL Tax Claim involving the loss of an Accounts Relief which is not a right to a repayment of Tax, the later of ten Business Days following service by the Purchaser of a written demand for the same and the date on which the Accounts Relief would otherwise have been used but for such loss; 5.2.2 in the case of a Holdings HHL Tax Claim involving the loss of an Accounts Relief which is a right to repayment of Tax, the later of ten Business Days after the Purchaser has served a written demand for the same and the date on which repayment of Tax would have actually been received or credited against an Actual Tax Liability; 5.2.3 in the case of a Holdings HHL Tax Claim involving the set-off of a Purchaser’s Relief or an Accounts Relief, the later of ten Business Days following the service by the Purchaser of a written demand for the same or the date on which the Actual Tax Liability against which the Purchaser’s Relief or Accounts Relief is set off would have fallen due but for such setting off; and 5.2.4 in any other case, ten Business Days following the service by the Purchaser of a written demand for the same. 5.3 If the Warrantors default in the payment when due of any sum payable under this schedule, the liability of the Warrantors shall be increased to include interest on that sum from the date when the payment was due until the date of actual payment (as well after as before judgment) at a rate per annum of 1 per cent. above the base rate from time to time of Barclays Bank plc. This interest shall be payable on demand.

Date for Payment. 5.1 4.1 Where a Holdings Tax Claim or any sum to which paragraph 2.2 of part 3 of this schedule applies involves the Purchaser or Holdings a Group Company being under a liability to make a payment to any Tax Authority, the Warrantors Sellers shall (subject pay to clause 4 of this agreement) instruct the Vendors’ Solicitors to release from the Joint Account (subject to clause 4 of this agreement) to pay the Purchaser in cleared funds the relevant amount claimed on or before the later of the fifth Business Day after demand is made for the amount in question such payment and the fifth Business Day before the date on which the amount in question is payable to the relevant Tax Authority without any interest, penalty, fine or surcharge arising in respect of it. 5.2 4.2 Where a Holdings Tax Claim does not fall within paragraph 5.1, the due date for payment out is made under this Schedule in respect of the Joint Account (subject to clause 4 non-availability of this agreement) under this schedule shall be: 5.2.1 in the case of a Holdings Tax Claim involving the loss of an Accounts Relief which is not a right to a repayment or refund of Tax, the Sellers shall pay to the Purchaser in cleared funds the amount in question on the later of ten the fifth Business Days following service by Day after demand is made for such amount to be paid and the Purchaser of a written demand for the same and fifth Business Day after the date on which the Accounts Relief Tax in question would otherwise have been used repaid but for such loss;that non-availability. 5.2.2 4.3 Where a Tax Claim is made under this Schedule in respect of the case utilisation or set off of a Holdings Tax Claim involving Relief, the loss of an Accounts Relief which is a right Sellers shall pay to repayment of Tax, the Purchaser in cleared funds the amount in question on the later of ten the fifth Business Days Day after the Purchaser has served a written demand for the same and the date on which repayment of Tax would have actually been received or credited against an Actual Tax Liability; 5.2.3 in the case of a Holdings Tax Claim involving the set-off of a Purchaser’s Relief or an Accounts Relief, the later of ten Business Days following the service by the Purchaser of a written demand for the same or the date on which the Actual Tax Liability against which the Purchaser’s Relief or Accounts Relief is set off in question would have fallen due arisen but for such setting off; andutilisation or set off and the fifth Business Day after demand is made for such amount to be paid. 5.2.4 in 4.4 Where the Sellers are liable to make any payment under this Schedule or under any other caseTax Claim the date for the payment of which is not determined under paragraphs 4.1, ten 4.2 or 4.3, the Sellers shall pay to the Purchaser the amount in question on the fifth Business Days following the service Day after demand is made for such amount to be paid. 4.5 Any sum not paid by the Purchaser of Sellers on a written demand for the same. 5.3 If the Warrantors default in the payment when date determined under paragraphs 4.1, 4.2, 4.3 or 4.4 (“due of any sum payable under this schedule, the liability of the Warrantors date”) shall be increased to include bear interest on that sum (which shall accrue from day to day after as well as before any judgement in respect of such sum) at the Applicable Rate from the due date when up to and including the day of actual payment was due until of such sum (or the next Business Day if the date of actual payment (as well after as before judgmentis not a Business Day) at a rate per annum of 1 per centwhich interest shall accrue from day to day and be compounded annually. above the base rate from time to time of Barclays Bank plc. This Such interest shall be payable paid on demandthe demand of the Purchaser.