Date for Payment. 5.1 Where a Tax Claim or any sum to which paragraph 2.2 of Part 3 of this Schedule applies involves the Buyer or the Company being under a liability to make a payment to any Tax Authority, the Warrantors shall pay to the 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 Tax Claim does not fall within paragraph 5.1, the due date for the making of payments by the Warrantors under this Schedule shall be: 5.2.1 in the case of a 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 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 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 Buyer has served a written demand for the same and the date on which repayment of Tax would have actually been received; and 5.2.3 in the case of a Tax Claim involving the set-off of a Post Completion Relief or an Accounts Relief, the later of ten Business Days following the service by the Buyer of a written demand for the same or the date on which the Actual Tax Liability would have fallen due but for such setting off. 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 judgment for the same) at the rate of 1% per annum over the base rate of Barclays Bank PLC from the due date up to and including the day of actual payment of such sum (or the next Business Day if the date of actual payment is not a Business Day) which shall be compounded quarterly. Such interest shall be paid on demand.
Appears in 1 contract
Sources: Exhibit (Ems Technologies Inc)
Date for Payment. 5.1 4.1 Where a Tax Claim or any sum to which paragraph 2.2 of Part 3 of this Schedule applies involves the Buyer Purchaser or the a Group Company being under a liability to make a payment to any Tax Authority, the Warrantors Sellers shall pay to the Buyer 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 finally payable to the relevant Tax Authority without any interest, penalty, fine or surcharge arising in respect of it.
5.2 4.2 Where a Tax Claim does not fall within paragraph 5.1, the due date for the making of payments by the Warrantors is made under this Schedule shall be:
5.2.1 in respect of the case non-availability of a 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 Buyer 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 in the case of 4.3 Where a Tax Claim involving is made under this Schedule in respect of the loss utilisation or set off of an Accounts Relief which is a right Relief, the 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 Buyer has served a written demand for the same and the date on which repayment of Tax would have actually been received; and
5.2.3 in the case of a Tax Claim involving the set-off of a Post Completion Relief or an Accounts Relief, the later of ten Business Days following the service by the Buyer of a written demand for the same or the date on which the Actual Tax Liability in question would have fallen due arisen but for such setting offutilisation or set off and the fifth Business Day after demand is made for such amount to be paid.
5.3 4.4 Where the Sellers are liable to make any payment under this Schedule or under any other Tax Claim the date for the payment of which is not determined under paragraphs 4.1, 4.2 or 4.3, the Sellers shall pay to the Purchaser the amount in question on the fifth Business Day after demand is made for such amount to be paid.
4.5 Any sum not paid by the Sellers on a date determined under this Schedule paragraphs 4.1, 4.2, 4.3 or 4.4 (“the due date”) shall bear interest on that sum (which shall accrue from day to day after, after as well as before, before any judgment for the samejudgement in respect of such sum) at the rate of 1% per annum over the base rate of Barclays Bank PLC Applicable Rate from the due date up to and including the day of actual payment of such sum (or the next Business Day if the date of actual payment is not a Business Day) which interest shall accrue from day to day and be compounded quarterlyannually. Such interest shall be paid on demandthe demand of the Purchaser.
Appears in 1 contract
Sources: Share Purchase Agreement (Sensata Technologies Holding N.V.)
Date for Payment. 5.1 7.1 Where a Tax Claim or any sum to which paragraph 2.2 of Part 3 sub-clause 3.2 of this Schedule Deed applies involves the Buyer Purchaser or the Company being under a liability to make a payment to any Tax Authority, the Warrantors Covenantor shall pay to the Buyer 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 Tax Claim does not fall within paragraph 5.1payment under sub-clause 2.1.2 of this Deed, the due date for Covenantor shall pay to the making of payments by Purchaser in cleared funds the Warrantors under this Schedule shall be:
5.2.1 amount in the case of a Tax Claim involving the loss of an Accounts Relief which is not a right to a repayment of Tax, question on the later of ten the fifth Business Days following service by Day after demand is made therefor and the Buyer 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 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 Covenantor shall pay to the Purchaser the amount in question on the fifth Business Days Day after the Buyer has served a written demand for the same and the date on which repayment of Tax would have actually been received; and
5.2.3 in the case of a Tax Claim involving the set-off of a Post Completion Relief or an Accounts Relief, the later of ten Business Days following the service by the Buyer of a written demand for the same or the date on which the Actual Tax Liability would have fallen due but for such setting offis made therefor.
5.3 7.4 Any sum not paid by the Covenantor on a date determined under this Schedule sub-clauses 7.1, 7.2 or 7.3 above (“the "due date”") shall bear interest (which shall accrue from day to day after, after as well as before, before any judgment judgement for the same) at the rate of 1% [4%] per annum over the base rate of Barclays Bank PLC plc or in the absence thereof at such similar rate as the Purchaser shall select from the due date up to and including the day of actual payment of such sum (or the next Business Day if the date of actual payment is not a Business Day) which shall be compounded quarterly. Such interest shall be paid on demandthe demand of the Purchaser.
Appears in 1 contract
Date for Payment. 5.1 Where a Tax Claim or any sum 9.1 The AES Seller shall make payments to which paragraph 2.2 of Part 3 of the AES Buyer under this Schedule applies involves or under the Buyer or Tax Warranties not later than on the following dates:
9.1.1 insofar as a Claim represents Taxation to be borne by the Company being under a liability to make a payment to any Tax Authoritybut which has not yet become due, the Warrantors AES Seller shall pay to take the Buyer payment in cleared funds the relevant amount on respect of that Claim (or so much thereof as represents that Taxation) 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 the amount that repayment would otherwise have become due; and
9.1.3 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 Tax Claim does not fall within paragraph 5.1other case, the due date for AES Seller shall make the making of payments by the Warrantors under this Schedule shall be:
5.2.1 in the case of a Tax Claim involving the loss of an Accounts Relief which is not a right to a repayment of Tax, the later of ten payment 5 Business Days following service by after the Buyer of date on which a notice containing a written demand for the same amount of the payment required to be made is delivered to the 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 Accounts availability of some Relief would otherwise have been used but for such loss;
5.2.2 in the case of a Tax Claim involving the loss of an Accounts Relief which is a or right to repayment of Tax, Taxation. Any payment which becomes due on a day which is not a Business Day shall be paid on the later of ten next following Business Days after Day. No payment shall be treated as made until cleared funds in respect thereof are available to the Buyer has served a written demand for the same and the date on which repayment of Tax would have actually been received; andAES Buyer.
5.2.3 in the case of a Tax Claim involving the set-off of a Post Completion Relief or an Accounts Relief, the later of ten Business Days following the service 9.2 If any payment required to be made by the Buyer of a written demand for the same or the date on which the Actual Tax Liability would have fallen due but for such setting off.
5.3 Any sum not paid on a date determined AES Seller under this Schedule (“deed is not made by the due date”) date for payment thereof, then that payment shall bear carry interest (which shall accrue from day to day after, as well as before, any judgment for the same) due date of payment until actual payment at the rate of 1% per annum over 2 percent above the base rate Base Rate from time to time of Barclays Bank PLC from the due date up to and including the day of actual payment of such sum (or the next Business Day if the date of actual payment is not a Business Day) which shall be compounded quarterly. Such interest shall be paid on demandplc.
Appears in 1 contract
Sources: Agreement for the Sale and Purchase of Shares (Waterlink Inc)
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 Buyer Purchaser or the Company 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 to the Buyer in cleared funds 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 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 making Joint Account (subject to clause 4 of payments by the Warrantors this agreement) 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 Buyer 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 Buyer Purchaser has served a written demand for the same and the date on which repayment of Tax would have actually been received; andreceived or credited against an Actual Tax Liability;
5.2.3 in the case of a Holdings Tax Claim involving the set-off of a Post Completion Purchaser’s Relief or an Accounts Relief, the later of ten Business Days following the service by the Buyer 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 Any If the Warrantors default in the payment when due of any sum not paid on a date determined payable under this Schedule (“schedule, the due date”) liability of the Warrantors shall bear be increased to include interest (which shall accrue from day to day after, as well as before, any judgment for the same) at the rate of 1% per annum over the base rate of Barclays Bank PLC on that sum from the date when the payment was due date up to and including the day of actual payment of such sum (or the next Business Day if until the date of actual payment is not (as well after as before judgment) at a Business Day) which shall be compounded quarterlyrate per annum of 1 per cent. Such above the base rate from time to time of Barclays Bank plc. This interest shall be paid payable on demand.
Appears in 1 contract
Sources: Share Purchase Agreement (Circor International Inc)
Date for Payment. 5.1 Where a Tax Claim or any sum to which paragraph 2.2 of Part part 3 of this Schedule schedule applies involves the Buyer Purchaser or the Company being under a liability to make a payment to any Tax Authority, the Warrantors shall pay to the Buyer 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 (not including extensions) to the relevant Tax Authority without any interest, penalty, fine or surcharge arising in respect of it.
5.2 Where a Tax Claim does not fall within paragraph 5.1, the due date for the making of payments by the Warrantors under this Schedule schedule shall be:
5.2.1 in the case of a 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 Buyer 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 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 Buyer has Purchaser served a written demand for the same and the date on which repayment of Tax would have actually been received; and;
5.2.3 in the case of a Tax Claim involving the set-off of a Post Completion Relief or an Accounts Relief, the later of ten Business Days following the service by the Buyer Purchaser of a written demand for the same or the date on which the Actual Tax Liability would have fallen due but for such setting off.
5.3 Any sum not paid on a date determined under this Schedule schedule (“the due date”) shall bear interest (which shall accrue from day to day after, as well as before, any judgment for the same) at the rate of 13% 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 shall select from the due date up to and including the day of actual payment of such sum (or the next Business Day if the date of actual payment is not a Business Day) which shall be compounded quarterly). Such interest shall be paid on demand.
Appears in 1 contract
Sources: Share Purchase Agreement (Stewart & Stevenson Services Inc)
Date for Payment. 5.1 Where a Tax Claim or any sum to which paragraph 2.2 of Part part 3 of this Schedule schedule applies involves the Buyer Purchaser or the Company being under a liability to make a payment to any Tax Authority, the Warrantors shall pay to the Buyer 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 Tax Claim does not fall within paragraph 5.1, the due date for the making of payments by the Warrantors under this Schedule schedule shall be:
5.2.1 in the case of a 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 Buyer 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 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 Buyer Purchaser has served a written demand for the same and the date on which repayment of Tax would have actually been received; and;
5.2.3 in the case of a Tax Claim involving the set-off of a Post Completion Relief or an Accounts Relief, the later of ten five Business Days following the service by the Buyer Purchaser of a written demand for the same or the date on which the Actual Tax Liability would have fallen due but for such setting off.
5.3 All other sums payable by the Warrantors pursuant to paragraph 2 of part 3 of this schedule shall be paid five Business Days after the Purchaser has served a written demand for the same.
5.4 Any sum not paid on a date determined under this Schedule schedule (“the due date”"THE DUE DATE") shall bear interest (which shall accrue from day to day after, as well as before, any judgment for the 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 shall select from the due date up to and including the day of actual payment of such sum (or the next Business Day if the date of actual payment is not a Business Day) which shall be compounded quarterly. Such interest shall be paid on demand.
Appears in 1 contract
Date for Payment. 5.1 4.1 Where a Tax Schedule Claim or any sum to which paragraph 2.2 of Part 3 of this Schedule applies involves the Buyer or the a Group Company being under having a liability to make a payment to any Tax Authority, the Warrantors Seller shall pay to the Buyer in cleared funds 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 finally 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 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 Seller shall pay to the Buyer in cleared funds the amount in question on the later of the fifth (5th) Business Day after demand is made for such amount to be paid and the fifth (5th) Business Day after the date on which the Tax or the amount in respect of Tax would have been repaid but for that non-availability.
4.3 Where a Tax Schedule Claim is in respect of the making of payments by the Warrantors under this Schedule shall be:
5.2.1 in the case utilisation or set-off of a 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 Buyer 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 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 Business Days after Seller shall pay to the Buyer has served a written in cleared funds the amount in question on the fifth (5th) Business Day after demand for the same and the date on which repayment of Tax would have actually been received; and
5.2.3 in the case of a Tax Claim involving the set-off of a Post Completion Relief or an Accounts Relief, the later of ten Business Days following the service by the Buyer of a written demand for the same or the date on which the Actual Tax Liability would have fallen due but is made for such setting offamount to be paid.
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 judgment for the same) at the rate of 1% per annum over the base rate of Barclays Bank PLC from the due date up to and including the day of actual payment of such sum (or the next Business Day if the date of actual payment is not a Business Day) which shall be compounded quarterly. Such interest shall be paid on demand.
Appears in 1 contract
Sources: Share Purchase Agreement (Inspired Entertainment, Inc.)
Date for Payment. 5.1 Where a HHL Tax Claim or any sum to which paragraph 2.2 of Part part 3 of this Schedule schedule applies involves the Buyer Purchaser or the Company 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 to the Buyer in cleared funds 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 finally payable to the relevant Tax Authority without any interest, penalty, fine or surcharge arising in respect of it.
5.2 Where a HHL Tax Claim does not fall within paragraph 5.1, the due date for payment out of the making Joint Account (subject to clause 4 of payments by the Warrantors this agreement) under this Schedule schedule shall be:
5.2.1 in the case of a 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 Buyer 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 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 Buyer Purchaser has served a written demand for the same and the date on which repayment of Tax would have actually been received; andreceived or credited against an Actual Tax Liability;
5.2.3 in the case of a HHL Tax Claim involving the set-off of a Post Completion Purchaser’s Relief or an Accounts Relief, the later of ten Business Days following the service by the Buyer 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 Any If the Warrantors default in the payment when due of any sum not paid on a date determined payable under this Schedule (“schedule, the due date”) liability of the Warrantors shall bear be increased to include interest (which shall accrue from day to day after, as well as before, any judgment for the same) at the rate of 1% per annum over the base rate of Barclays Bank PLC on that sum from the date when the payment was due date up to and including the day of actual payment of such sum (or the next Business Day if until the date of actual payment is not (as well after as before judgment) at a Business Day) which shall be compounded quarterlyrate per annum of 1 per cent. Such above the base rate from time to time of Barclays Bank plc. This interest shall be paid payable on demand.
Appears in 1 contract
Sources: Share Purchase Agreement (Circor International Inc)
Date for Payment. 5.1 6.1 Where a Tax Claim involves the Purchaser or any sum to which paragraph 2.2 of Part 3 of this Schedule applies involves the Buyer or the Group Company being under a liability to make a payment to any Tax Authority, the Warrantors Vendors shall pay to the Buyer 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 finally payable to the relevant Tax Authority without any interest, penalty, fine or surcharge arising in respect of it.
5.2 6.2 Where a Tax Claim does not fall within paragraph 5.1, is made under the due date for Tax Covenant in respect of the making non-availability of payments by the Warrantors under this Schedule shall be:
5.2.1 in the case of a 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 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 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 Buyer 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; andrepaid but for that non-availability.
5.2.3 in the case of 6.3 Where a Tax Claim involving is made under the Tax Covenant in respect of the utilisation or set-off of a Post Completion 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 Buyer of a written demand for the same or Day after the date on which the Actual Tax Liability in question would have fallen due arisen but for such setting offutilisation or set-off and the fifth Business Day after demand is made for such amount to be paid.
5.3 Any sum 6.4 Where the Vendors are liable to make any payment under any Tax Claim, the date for the payment of which is not paid on a date determined under paragraphs 6.1, 6.2 or 6.3 of part 4 of this Schedule (“schedule 5, the due date”) Vendors shall bear interest (which shall accrue from day pay to day after, as well as before, any judgment for the same) at Purchaser the rate of 1% per annum over amount in question on the base rate of Barclays Bank PLC from the due date up to and including the day of actual payment of such sum (or the next fifth Business Day if the date of actual payment after demand is not a Business Day) which shall made for such amount to be compounded quarterly. Such interest shall be paid on demandpaid.
Appears in 1 contract
Sources: Share Purchase Agreement (Velti PLC)
Date for Payment. 5.1 6.1 Where a Tax Claim or any sum to which paragraph 2.2 of Part 3 of this Schedule applies involves the Buyer or the Company 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 be made in cleared funds shall be :-
6.1.1 in a case which involves the making of an actual payment of Taxation by the Company, the date that is three business days immediately before the last date on which the Company would have had to pay to the Buyer relevant Tax Authority the Taxation that has given rise to the Covenantors' liability under this Deed in cleared funds the relevant amount on 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 finally 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 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 as ascertained in accordance with the making provisions of payments by the Warrantors under this Schedule shall be:
5.2.1 in the case of a Tax Claim involving the loss of an Accounts Relief which is not a right to a repayment of TaxDeed, the later of ten Business Days following service by Covenantors shall in addition to that sum, pay interest on the Buyer of a written demand amount 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 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 Buyer has served a written demand for the same and the date on which repayment of Tax would have actually been received; and
5.2.3 in the case of a Tax Claim involving the set-off of a Post Completion Relief or an Accounts Relief, the later of ten Business Days following the service by the Buyer of a written demand for the same or the date on which the Actual Tax Liability would have fallen due but for such setting off.
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 judgment for the same) at the rate of 1% per annum over the base rate of Barclays Bank PLC time being unpaid from the due date up for payment of the sum to and including the day of actual payment of such the sum (or the next Business Day business day if the date day of actual payment is not a Business Daybusiness day). The interest shall accrue from day to day (before as well as after judgment) which at the rate of 2% per annum above the base lending rate for the time being of Lloyds Bank plc and shall be compounded quarterly. Such interest shall be paid quarterly on demandthe usual quarter days.
Appears in 1 contract