Common use of DATE FOR PAYMENT Clause in Contracts

DATE FOR PAYMENT. 4.1 Where a Tax Schedule Claim involves the Buyer or a Group Company having a liability to make a payment to any Tax Authority, the Seller shall pay to the Buyer in cleared funds the amount claimed on or before the later of the fifth (5th) Business Day after demand is made for such payment and the 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. 4.2 Where a Tax Schedule Claim is in respect of the non-availability of a right to repayment of or in respect of Tax, the 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 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 is in respect of a loss of an Accounts Relief (other than a right to 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 the second (2nd) Business Day before the date on which the 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 not have had to pay but for the loss of 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 not determined pursuant to the foregoing provisions of this Paragraph 4.5 of this Schedule 8, the Seller shall pay to the Buyer in cleared funds the amount in question on the fifth (5th) Business Day after demand is made for such amount to be paid.

DATE FOR PAYMENT. 4.1 Where a Tax Schedule Claim involves the Buyer Purchaser or a Group Company having being under a liability to make a payment to any Tax Authority, the Seller Sellers shall pay to the Buyer Purchaser in cleared funds the amount claimed on or before the later of the fifth (5th) Business Day after demand is made for such payment and the second (2nd) fifth 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. 4.2 Where a Tax Schedule Claim is made under this Schedule in respect of the non-availability of a right to repayment of or in respect refund of Tax, the Seller Sellers shall pay to the Buyer Purchaser 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 question would have been repaid but for that non-availability. 4.3 Where a Tax Schedule Claim is made under this Schedule in respect of the utilisation or set-set off of a Relief, the Seller Sellers shall pay to the Buyer Purchaser 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) arisen but for such utilisation or set-set off on and the fifth (5th) Business Day after demand is made for such amount to be paid. 4.4 Where a the Sellers are liable to make any payment under this Schedule or under any other Tax Schedule Claim the date for the payment of which is in respect of a loss of an Accounts Relief (other than a right to repayment of not determined under paragraphs 4.1, 4.2 or in respect of Tax)4.3, the Seller Sellers shall pay to the Buyer in cleared funds Purchaser the amount claimed on or before the later of the second (2nd) Business Day before the date on which the 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 not have had to pay but for the loss of the Accounts Relief question on the fifth (5th) Business Day after demand is made for such amount to be paid. 4.5 Where Any sum not paid by the Seller is liable Sellers on a date determined under paragraphs 4.1, 4.2, 4.3 or 4.4 (“due date”) shall bear interest on that sum (which shall accrue from day to make day after as well as before any judgement in respect of such sum) at the Applicable Rate from the due date up to and including the day of actual payment under this Schedule, of such sum (or the next Business Day if the date for the of actual payment of which is not determined pursuant a Business Day) which interest shall accrue from day to the foregoing provisions of this Paragraph 4.5 of this Schedule 8, the Seller day and be compounded annually. Such interest shall pay to the Buyer in cleared funds the amount in question be paid on the fifth (5th) Business Day after demand is made for such amount to be paidof the Purchaser.

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

DATE FOR PAYMENT. 4.1 5.1 Where a Tax Schedule Claim involves the Buyer Purchaser or a Target Group Company having member being under a liability to make a payment to any Tax Authority, the Seller Vendor shall pay to the Buyer Purchaser in cleared funds the relevant amount claimed on or before the later of the fifth (5th) Business Day after demand is made for such payment the amount in question and the second (2nd) fifth Business Day before the date on which the amount in question is due and finally payable to the relevant Tax Authority without any interest, penalty, fine or surcharge arising in respect of it. In the case of a Tax Claim involving the set-off of a 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 would have fallen due but for such setting off. 4.2 5.2 Where a the Vendor is liable to make any payment under the Tax Schedule Covenant or under any other Tax Claim the date for the payment of which is in respect not determined under paragraph 5.1 of the non-availability of a right to repayment of or in respect of Taxthis schedule 3 part 4, the Seller Vendor shall pay to the Buyer in cleared funds Purchaser 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 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 5.3 Any sum not paid on a Tax Schedule Claim is 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 2% per annum over the base rate of Barclays Bank PLC or, in respect the absence of a loss of an Accounts Relief (other than a right to repayment of or in respect of Tax)such base rate, at such similar rate as the Seller shall pay person entitled to the Buyer in cleared funds payment shall select from the amount claimed on due date up to and including the day of actual payment of such sum (or before the later of the second (2nd) next Business Day before if the date on which the 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 not have had to pay but for the loss of 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 actual payment under this Schedule, the date for the payment of which is not determined pursuant to the foregoing provisions of this Paragraph 4.5 of this Schedule 8, the Seller a Business Day) compounded quarterly. Such interest shall pay to the Buyer in cleared funds the amount in question be paid on the fifth (5th) Business Day after demand is made for such amount to be paiddemand.

DATE FOR PAYMENT. 4.1 7.1 Where a Tax Schedule Claim or any sum to which sub-clause 3.2 of this Deed applies involves the Buyer Purchaser or a Group the Company having being under a liability to make a payment to any Tax Authority, the Seller Covenantor shall pay to the Buyer Purchaser in cleared funds the amount claimed on or before the later of the fifth (5th) Business Day after demand is made for such payment therefor and the second (2nd) fifth Business Day before the date on which the amount in question is due and finally payable to the relevant Tax Authority without any interest, penalty, fine or surcharge arising in respect of itthereof. 4.2 7.2 Where the Covenantor is liable to make a Tax Schedule Claim is in respect payment under sub-clause 2.1.2 of the non-availability of a right to repayment of or in respect of Taxthis Deed, the Seller Covenantor shall pay to the Buyer Purchaser 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 therefor 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 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 paidarisen. 4.4 Where a Tax Schedule Claim is in respect of a loss of an Accounts Relief (other than a right to 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 the second (2nd) Business Day before the date on which the 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 not have had to pay but for the loss of the Accounts Relief on the fifth (5th) Business Day after demand is made for such amount to be paid. 4.5 7.3 Where the Seller Covenantor is liable to make any payment under this Scheduleany other Tax Claim, the date for the payment of which is not determined pursuant to the foregoing provisions of this Paragraph 4.5 of this Schedule 8under sub-clauses 7.1 or 7.2 above, the Seller Covenantor shall pay to the Buyer in cleared funds Purchaser the amount in question on the fifth (5th) Business Day after demand is made therefor. 7.4 Any sum not paid by the Covenantor on a date determined under sub-clauses 7.1, 7.2 or 7.3 above (the "due date") shall bear interest (which shall accrue from day to day after as well as before any judgement for the same) at the rate of [4%] per annum over the base rate of Barclays Bank plc or in the absence thereof at such amount 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) compounded quarterly. Such interest shall be paidpaid on the demand of the Purchaser.

DATE FOR PAYMENT. 4.1 5.1 Where a Tax Schedule Claim or any sum to which paragraph 2.2 of part 3 of this schedule applies involves the Buyer Purchaser or a Group the Company having being under a liability to make a payment to any Tax Authority, the Seller Warrantors shall pay to the Buyer Purchaser in cleared funds the relevant amount claimed on or before the later of the fifth (5th) Business Day after demand is made for such payment the amount in question and the second (2nd) fifth Business Day before the date on which the amount in question is due and payable (not including extensions) to the relevant Tax Authority without any interest, penalty, fine or surcharge arising in respect of it. 4.2 5.2 Where a Tax Schedule 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 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 respect the case of a Tax Claim involving the non-availability loss of an Accounts Relief which is a right to repayment of or in respect of Tax, the Seller shall pay to later of ten Business Days after the Buyer Purchaser served a written demand for the same and the date on which repayment of Tax would have actually been received; 5.2.3 in cleared funds the amount in question on 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 fifth (5th) Business Day after service by the Purchaser of a written demand is made for such amount to be paid and the fifth (5th) Business Day after same or the date on which the Actual Tax or the amount in respect of Tax Liability would have been repaid but for that non-availability. 4.3 Where a Tax Schedule Claim is in respect of the 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 fallen due and payable (without any interest, penalty, fine or surcharge arising in respect of it) but for such utilisation setting off. 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 judgment for the same) at the 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 shall select from the due date up to and including the day of actual payment of such sum (or set-off on the fifth (5th) next Business Day after demand is made for such amount to be paid. 4.4 Where a Tax Schedule Claim is in respect of a loss of an Accounts Relief (other than a right to 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 the second (2nd) Business Day before if the date on which the 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 not have had to pay but for the loss of 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 actual payment under this Schedule, the date for the payment of which is not determined pursuant to the foregoing provisions of this Paragraph 4.5 of this Schedule 8, the Seller a Business Day). Such interest shall pay to the Buyer in cleared funds the amount in question be paid on the fifth (5th) Business Day after demand is made for such amount to be paiddemand.

DATE FOR PAYMENT. 4.1 6.1 Where a Tax Schedule Claim involves the Buyer or a Group Company having a liability Covenantors are liable to make a payment pursuant to any Tax Authoritythis Deed, the Seller due date for making such payment which shall pay to the Buyer be made in cleared funds shall be :- 6.1.1 in a case which involves the amount claimed on or making of an actual payment of Taxation by the Company, the date that is three business days immediately before the later of the fifth (5th) Business Day after demand is made for such payment and the second (2nd) Business Day before the last date on which the amount in question is due and payable Company would have had to pay to the relevant Tax Authority without any interest, penalty, fine the Taxation that has given rise to the Covenantors' liability under this Deed in order to avoid incurring a liability to interest or surcharge arising a charge or penalty in respect of it.that liability to Taxation; or 4.2 Where a Tax Schedule Claim is 6.1.2 in respect of the non-availability of a right liability to repayment of or in respect of Tax, the 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 Taxation falling within Clause 1.7.1 within five business days after the date on which the Tax Covenantors are notified by the Purchaser or the amount in respect of Tax would Company that the Covenantors have been repaid but a liability for that non-availability.a determinable amount; 4.3 Where a Tax Schedule Claim is in respect of the 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 is 6.1.3 in respect of a loss of an Accounts Relief (other than a right liability to repayment of or in respect of Tax), Taxation falling within Clause 1.7.2 the Seller shall pay to the Buyer in cleared funds the amount claimed on or date that is one business day before the later of the second (2nd) Business Day before the last date on upon which the 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 not have had to pay make an actual payment of Taxation but for the loss utilisation or set off of the Accounts Relief 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. 6.2 If any sum due and payable by the Covenantors under this Deed is not paid 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 due date for payment as ascertained in accordance with the payment of which is not determined pursuant to the foregoing provisions of this Paragraph 4.5 of this Schedule 8Deed, the Seller Covenantors shall in addition to that sum, pay to the Buyer in cleared funds interest on the amount in question for the time being unpaid from the due date for payment of the sum to and including the day of actual payment of the sum (or the next business day if the day of actual payment is not a business day). The interest shall accrue from day to day (before as well as after judgment) 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 on the fifth (5th) Business Day after demand is made for such amount to be paidusual quarter days.

DATE FOR PAYMENT. 4.1 6.1 Where a Tax Schedule Claim involves the Buyer Purchaser or a any Group Company having being under a liability to make a payment to any Tax Authority, the Seller Vendors shall pay to the Buyer Purchaser in cleared funds the amount claimed on or before the later of the fifth (5th) Business Day after demand is made for such payment and the second (2nd) fifth 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. 4.2 6.2 Where a Tax Schedule Claim is made under the Tax Covenant in respect of the non-availability of a right to repayment of or in respect of Tax, the Seller Vendors shall pay to the Buyer Purchaser 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 question would have been repaid but for that non-availability. 4.3 6.3 Where a Tax Schedule Claim is made under the Tax Covenant in respect of the utilisation or set-off of a Relief, the Seller Vendors shall pay to the Buyer Purchaser 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) arisen but for such utilisation or set-off on and the fifth (5th) Business Day after demand is made for such amount to be paid. 4.4 6.4 Where a the Vendors are liable to make any payment under any Tax Schedule Claim is in respect of a loss of an Accounts Relief (other than a right to repayment of or in respect of Tax)Claim, the Seller 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 Buyer in cleared funds Purchaser the amount claimed on or before the later of the second (2nd) Business Day before the date on which the 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 not have had to pay but for the loss of the Accounts Relief question 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 not determined pursuant to the foregoing provisions of this Paragraph 4.5 of this Schedule 8, the Seller shall pay to the Buyer in cleared funds the amount in question on the fifth (5th) Business Day after demand is made for such amount to be paid.

DATE FOR PAYMENT. 4.1 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 Tax Schedule Claim involves represents Taxation to be borne by the Buyer or a Group Company having a liability to make a payment to any Tax Authoritybut which has not yet become due, the AES Seller shall pay to take the Buyer in cleared funds the amount claimed on or before the later of the fifth (5th) Business Day after demand is made for such payment and the 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.that Claim (or so much thereof as represents that Taxation) 5 Business Days before that Taxation becomes due; 4.2 Where 9.1.2 insofar as a Tax Schedule Claim is in respect consists of the non-availability loss of a right to repayment of or Taxation, the AES Seller shall make the payment in respect of Taxthat 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 pay to make the Buyer in cleared funds the amount in question on the later of the fifth (5th) payment 5 Business Day after demand is made for such amount to be paid and the fifth (5th) Business Day Days after the date on which the Tax or a notice containing a written demand for 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 utilisation or set-off of a Relief, the Seller shall pay payment required to be made is delivered to the Buyer in cleared funds the amount in question AES Seller; and for this purpose references to a date on the later of the fifth (5th) Business Day after which Taxation becomes due include a reference to the date on which the Tax in question it would have been become due and payable (without any interest, penalty, fine were it not for the availability of some Relief 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 is in respect of a loss of an Accounts Relief (other than a right to repayment of or in respect of Tax), the Seller shall pay to the Buyer in cleared funds the amount claimed Taxation. Any payment which becomes due on or before the later of the second (2nd) Business Day before the date on which the 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 not have had to pay but for the loss of 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 a day which is not determined pursuant a Business Day shall be paid on the next following Business Day. No payment shall be treated as made until cleared funds in respect thereof are available to the foregoing provisions of this Paragraph 4.5 of this Schedule 8, the Seller shall pay to the Buyer in cleared funds the amount in question on the fifth (5th) Business Day after demand is made for such amount AES Buyer. 9.2 If any payment required to be paidmade by the AES Seller under this deed is not made by the due date for payment thereof, then that payment shall carry interest from the due date of payment until actual payment at the rate of 2 percent above the Base Rate from time to time of Barclays Bank plc.

DATE FOR PAYMENT. 4.1 5.1 Where a Tax Schedule Claim or any sum to which paragraph 2.2 of part 3 of this schedule applies involves the Buyer Purchaser or a Group the Company having being under a liability to make a payment to any Tax Authority, the Seller Warrantors shall pay to the Buyer Purchaser in cleared funds the relevant amount claimed on or before the later of the fifth (5th) Business Day after demand is made for such payment the amount in question and the second (2nd) fifth Business Day before the date on which the amount in question is due and finally payable to the relevant Tax Authority without any interest, penalty, fine or surcharge arising in respect of it. 4.2 5.2 Where a Tax Schedule 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 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 respect the case of a Tax Claim involving the non-availability loss of an Accounts Relief which is a right to repayment of or in respect of Tax, the Seller shall pay to later of 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; 5.2.3 in cleared funds the amount in question on case of a Tax Claim involving the set-off of a Post Completion Relief or an Accounts Relief, the later of five Business Days following the fifth (5th) Business Day after service by the Purchaser of a written demand is made for such amount to be paid and the fifth (5th) Business Day after same or the date on which the Actual Tax or the amount in respect of Tax Liability would have been repaid but for that non-availability. 4.3 Where a Tax Schedule Claim is in respect of the 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 fallen due and payable (without any interest, penalty, fine or surcharge arising in respect of it) but for such utilisation 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 ("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 set-off on the fifth (5th) next Business Day after demand is made for such amount to be paid. 4.4 Where a Tax Schedule Claim is in respect of a loss of an Accounts Relief (other than a right to 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 the second (2nd) Business Day before if the date on which the 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 not have had to pay but for the loss of 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 actual payment under this Schedule, the date for the payment of which is not determined pursuant to the foregoing provisions of this Paragraph 4.5 of this Schedule 8, the Seller a Business Day) compounded quarterly. Such interest shall pay to the Buyer in cleared funds the amount in question be paid on the fifth (5th) Business Day after demand is made for such amount to be paiddemand.

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

DATE FOR PAYMENT. 4.1 5.1 Where a Tax Claim or any sum to which paragraph 2.2 of Part 3 of this Schedule Claim applies involves the Buyer or a Group the Company having being under a liability to make a payment to any Tax Authority, the Seller Warrantors 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 such payment the amount in question and the second (2nd) fifth Business Day before the date on which the amount in question is due and finally payable to the relevant Tax Authority without any interest, penalty, fine or surcharge arising in respect of it. 4.2 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 respect the case of a Tax Claim involving the non-availability loss of an Accounts Relief which is a right to repayment of or in respect of Tax, the Seller shall pay to 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 cleared funds the amount in question on 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 fifth (5th) Business Day after service by the Buyer of a written demand is made for such amount to be paid and the fifth (5th) Business Day after same or the date on which the Actual Tax or the amount in respect of Tax Liability would have been repaid but for that non-availability. 4.3 Where a Tax Schedule Claim is in respect of the 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 fallen due and payable (without any interest, penalty, fine or surcharge arising in respect of it) but for such utilisation 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 set-off on the fifth (5th) next Business Day after demand is made for such amount to be paid. 4.4 Where a Tax Schedule Claim is in respect of a loss of an Accounts Relief (other than a right to 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 the second (2nd) Business Day before if the date on which the 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 not have had to pay but for the loss of 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 actual payment under this Schedule, the date for the payment of which is not determined pursuant to the foregoing provisions of this Paragraph 4.5 of this Schedule 8, the Seller a Business Day) which shall pay to the Buyer in cleared funds the amount in question be compounded quarterly. Such interest shall be paid on the fifth (5th) Business Day after demand is made for such amount to be paiddemand.