Common use of Due date for payment Clause in Contracts

Due date for payment. 6.1 The due date for the making of a payment by the Vendor under this Part 2 of this Schedule 4 will be the later of the date falling five Business Days after the Purchaser has served a notice on the Vendor demanding such payment and the date determined in accordance with paragraphs 6.2 to 6.4. 6.2 In any case involving a Liability to Taxation falling within paragraph (a) of the definition of that expression in paragraph .1.1 or any other liability of the Company to make an actual payment, the second date mentioned in paragraph 6.1 will be the date falling five clear Business Days before the last date upon which the payment is required to be made to the person entitled thereto (after taking into account any postponement of the due date for payment of any Taxation which is obtained). 6.3 In any case involving a Liability to Taxation falling within paragraph (b) of the definition of that expression in paragraph 1.1, the second date mentioned in paragraph 6.1 will be the date falling five clear Business Days before the last date upon which the payment of Taxation which has been reduced or eliminated by the use of a Purchaser’s Relief is or would have been required to be made to the relevant Taxation Authority. 6.4 In any case involving a Liability to Taxation falling within paragraph (c) of the definition of that expression in paragraph 1.1: 6.4.1 if the Purchaser’s Relief lost was a Relief other than a right to repayment of Taxation, the second date mentioned in paragraph 6.1 will be the date falling five clear Business Days before the last date upon which Taxation is or would have been required to be paid to the relevant Taxation Authority in respect of the period in which the Purchaser’s Relief is lost (irrespective of whether the Company then had sufficient profits or was otherwise in a position actually to use the Purchaser’s Relief); or 6.4.2 if the Purchaser’s Relief lost was a right to a repayment of Taxation, the second date mentioned in paragraph 6.1 will be the date upon which the repayment was due from the relevant Taxation Authority. 6.5 In any case involving a liability of the Vendor to pay an additional amount to the Purchaser under paragraph 5.2 as a result of: 6.5.1 any deduction or withholding being required by law to be made, the due date for payment will be the same as the due date for payment of the amount from which the deduction or withholding is required to be made; and 6.5.2 the Purchaser being subject to Taxation in respect of any payment, the due date for payment will be the later of the date falling five Business Days after the Purchaser has served a notice on the Vendor demanding such payment and the date falling five clear Business Days before the last date upon which the Taxation is (or, but for the availability of any Relief, would have been) required to be paid to the relevant Taxation Authority (taking into account any postponement of the due date for payment of Taxation).

Due date for payment. 6.1 The 5.1 Where the Seller becomes liable to make any payment pursuant to a Tax Claim, the due date for the making of the payment shall be: 5.1.1 where the payment relates to a payment by the Vendor under this Part 2 of this Schedule 4 will be the later of the date falling five Business Days after the Purchaser has served a notice on the Vendor demanding such payment and the date determined in accordance with paragraphs 6.2 to 6.4. 6.2 In any case involving a Liability to Taxation falling within paragraph (a) of the definition of that expression in paragraph .1.1 or any other liability of the Company to make an actual paymentpayment of Tax, the second date mentioned in paragraph 6.1 will be the date falling five clear later of three Business Days before prior to the last date upon on which that payment of Tax can be made and ten Business Days after service of a notice of the Tax Demand on the Seller by the Buyer stating that the Seller has a liability for a quantified amount pursuant to this schedule; 5.1.2 where the payment is required to be made relates to the person entitled thereto (after taking into account any postponement loss of the due date for payment of any Taxation a Relief which is obtained). 6.3 In any case involving would have operated as a Liability to Taxation falling within paragraph (b) of the definition of that expression in paragraph 1.1deduction from gross income, profits or gains, the second date mentioned in paragraph 6.1 will be the date falling five clear later of three Business Days before prior to the last date upon on which the Company is liable to make the first actual payment of Taxation Tax which has could have been reduced or eliminated avoided by the use of a Purchaser’s Relief is or would have been required to be made to the relevant Taxation Authority. 6.4 In any case involving a Liability to Taxation falling within paragraph (c) of the definition set off of that expression in paragraph 1.1: 6.4.1 if the Purchaser’s Relief had it not been lost was a Relief other than a right to repayment of Taxation, the second date mentioned in paragraph 6.1 will be the date falling five clear Business Days before the last date upon which Taxation is or would have been required to be paid to the relevant Taxation Authority in respect of the period in which the Purchaser’s Relief is lost (irrespective of whether the Company then had sufficient profits or was otherwise in a position actually to use the Purchaser’s Relief); or 6.4.2 if the Purchaser’s Relief lost was a right to a repayment of Taxation, the second date mentioned in paragraph 6.1 will be the date upon which the repayment was due from the relevant Taxation Authority. 6.5 In any case involving a liability of the Vendor to pay an additional amount to the Purchaser under paragraph 5.2 as a result of: 6.5.1 any deduction or withholding being required by law to be made, the due date for payment will be the same as the due date for payment of the amount from which the deduction or withholding is required to be made; and 6.5.2 the Purchaser being subject to Taxation in respect of any payment, the due date for payment will be the later of the date falling five and ten Business Days after the Purchaser has served a notice date of service of the Tax Demand on the Vendor demanding Seller by the Buyer stating that the Seller has a liability for a quantified amount pursuant to this schedule; 5.1.3 where the payment relates to the use or set off of a Relief, the later of three Business Days prior to the last date on which the Company would have been liable to make a payment of Tax but for such payment use or set off and ten Business Days after service of notice of the Tax Demand on the Seller by the Buyer stating that the Seller have a liability for a quantified amount pursuant to this schedule; and 5.1.4 in any other case, the date falling five clear ten Business Days before after the last date upon which the Taxation is (or, but for the availability of any Relief, would have been) required to be paid to the relevant Taxation Authority (taking into account any postponement service of a notice of the due date Tax Demand on the Seller by the Buyer stating that the Seller has a liability for payment of Taxation)a quantified amount pursuant to this schedule.

Due date for payment. 6.1 The 4.1 Where the Sellers become liable to make any payment pursuant to a Tax Claim, the due date for the making of a the payment shall be on the date falling ten (10) Business Days after service by the Vendor under this Part 2 Buyer of this Schedule 4 will a written notice of a Tax Claim demanding payment of a determinable amount and together with details of the bank account to which payment should be made, or where the following provisions apply, the later of that date and: 4.1.1 where the date falling five Business Days after the Purchaser has served payment relates to a notice on the Vendor demanding such payment and the date determined in accordance with paragraphs 6.2 to 6.4. 6.2 In any case involving a Liability to Taxation falling within paragraph (a) of the definition of that expression in paragraph .1.1 or any other liability of the Company to make an actual paymentpayment of Tax, the second date mentioned in paragraph 6.1 will be the date falling five clear fifth (5th) Business Days before Day prior to the last date upon on which the that payment is required to of Tax can be made to the person entitled thereto (after taking into account any postponement Taxing Authority concerned in order to avoid incurring a liability to interest or a charge or penalty in respect of such Taxation; 4.1.2 where the due date for payment relates to the loss of any Taxation which is obtained). 6.3 In any case involving a Liability right to Taxation falling within paragraph (b) of the definition of that expression receive a payment in paragraph 1.1respect of, or repayment of, Tax, the second date mentioned in paragraph 6.1 will be the date falling five clear Business Days before the last date upon on which the payment of Taxation which has been reduced or eliminated by repayment would otherwise have become due; 4.1.3 where the use payment relates to the loss of a Purchaser’s Relief is or would have been required to be made to the relevant Taxation Authority. 6.4 In any case involving a Liability to Taxation falling within paragraph (c) of the definition of that expression in paragraph 1.1: 6.4.1 if the Purchaser’s Relief lost was a Relief other than a right to a payment in respect of, or repayment of Taxationof, Tax), the second date mentioned in paragraph 6.1 will be fifth (5th) Business Day prior to the date falling five clear on which a payment of Tax is due to be paid by the Company which would not have been due had that Relief not been lost; and 4.1.4 where the payment relates to the use or set off of a Relief, the fifth (5th) Business Days before Day prior to the last date upon on which Taxation is or the Company would have been liable to make a payment of Tax but for such use or set. 4.2 If any payment required to be paid to made by the relevant Taxation Authority in respect of the period in which the Purchaser’s Relief is lost (irrespective of whether the Company then had sufficient profits or was otherwise in a position actually to use the Purchaser’s Relief); or 6.4.2 if the Purchaser’s Relief lost was a right Sellers pursuant to a repayment of Taxation, the second date mentioned in paragraph 6.1 will be the date upon which the repayment was due from the relevant Taxation Authority. 6.5 In any case involving a liability of the Vendor to pay an additional amount to the Purchaser under paragraph 5.2 as a result of: 6.5.1 any deduction or withholding being required Tax Claim is not made by law to be made, the due date for the provisions of clause 12.5 of the Agreement shall apply to such payment, provided that the amount payable under this paragraph 4.2 shall be reduced to the extent that the Sellers have made a payment will be to the same as Buyer under paragraph 1.4 of part 3 in respect of, and to compensate the due date for Buyer for, late payment of the amount from which the deduction or withholding is required to be made; and 6.5.2 the Purchaser being subject to Taxation in respect of due under any payment, the due date for payment will be the later of the date falling five Business Days after the Purchaser has served a notice on the Vendor demanding such payment and the date falling five clear Business Days before the last date upon which the Taxation is (or, but for the availability of any Relief, would have been) required to be paid to the relevant Taxation Authority (taking into account any postponement of the due date for payment of Taxation)Tax Claim.

Due date for payment. 6.1 5.1 The due date for the making of a payment by the Vendor Sellers under this Part 2 Schedule 7 will be: 5.1.1 in the case of this Schedule 4 will be a Tax Liability that is an Actual Tax Liability the later of the date falling five Business Days after the Purchaser has served a notice on the Vendor demanding such payment and the date determined in accordance with paragraphs 6.2 to 6.4. 6.2 In any case involving a Liability to Taxation falling within paragraph (a) of the definition of that expression in paragraph .1.1 or any other liability of the Company to make an actual payment, the second date mentioned in paragraph 6.1 will be the date falling five clear ten Business Days before the last date upon which the payment is required to be made to the person entitled thereto (after taking into account any postponement of the due date for payment of any Taxation which is obtained). 6.3 In any case involving a Liability to Taxation falling within paragraph (b) of the definition of that expression in paragraph 1.1, the second date mentioned in paragraph 6.1 will be and ten Business Days after the date falling five clear the Buyer serves notice on the Sellers requesting payment; 5.1.2 in the case of a liability under paragraphs 2.9, 2.10 and 2.11 the later of ten Business Days before the last date upon which the payment of Taxation which has been reduced or eliminated by the use of a Purchaser’s Relief is or would have been required to be made to the relevant Taxation Authority. 6.4 In any case involving a Liability to Taxation falling within paragraph (c) of the definition of that expression in paragraph 1.1: 6.4.1 if the Purchaser’s Relief lost was a Relief other than a right to repayment of Taxation, the second date mentioned in paragraph 6.1 will be the date falling five clear Business Days before the last date upon which Taxation is or would have been required to be paid to the relevant Taxation Authority in respect of the period in which the Purchaser’s Relief is lost (irrespective of whether the Company then had sufficient profits or was otherwise in a position actually to use the Purchaser’s Relief); or 6.4.2 if the Purchaser’s Relief lost was a right to a repayment of Taxation, the second date mentioned in paragraph 6.1 will be the date upon which the repayment was due from the relevant Taxation Authority. 6.5 In any case involving a liability of the Vendor to pay an additional amount to the Purchaser under paragraph 5.2 as a result of: 6.5.1 any deduction or withholding being required by law to be made, the due date for payment will be to the same as person entitled to such payment and ten Business Days following the date the Buyer serves notice on the Sellers requesting payment; 5.1.3 in respect of a Tax Liability which is not an Actual Tax Liability the later of ten Business Days after the date the Buyer serves notice on the Sellers requesting payment and: 5.1.3.1 the due date for payment of the amount from which the deduction or withholding is required to be made; and 6.5.2 the Purchaser being subject to Taxation in respect of any payment, the due date for payment will be the later of the date falling five Business Days after the Purchaser has served a notice on the Vendor demanding such payment and the date falling five clear Business Days before the last date upon which the Taxation is Tax that would have been relieved (or, but for disregarding the availability of any other Relief, ) in the case of the loss of or failure to obtain an Accounts Relief that is not a right to repayment of Tax; 5.1.3.2 the date on which the Tax would otherwise have been) required been repaid in the case of the loss of or failure to be paid obtain an Accounts Relief that is a right to the relevant Taxation Authority (taking into account any postponement repayment of Tax; or 5.1.3.3 the due date for payment of Taxation)the Tax which the Target would have had to pay but for the use or set off of a Buyer’s Relief in the case of the use or set-off of a Buyer’s Relief against an Actual Tax Liability in respect of which the Sellers would otherwise have been liable. 5.2 If the Liability to Taxation is a liability to corporation tax payable by instalments in accordance with the Corporation Tax (Instalment Payments) Regulations 1998 (SI 1998/3175): 5.2.1 the notice served by the Buyer on the Seller under paragraph 5.1 shall specify the amount of the liability that is due for payment on each instalment date for the accounting period in which the Liability to Taxation arises; and 5.2.2 the due dates for payment of the tax in paragraphs 5.

Due date for payment. 6.1 The due date for Where the making of Seller becomes liable to make a payment by pursuant to a Tax Indemnity or a Tax Warranty Breach, payment shall be made within 10 Business Days from the Vendor under this Part 2 earlier of: (a) in the case of this Schedule 4 will be an Actual Tax Liability, the later of of: (i) the date falling five 10th Business Days Day after the Purchaser makes a demand for payment; and (ii) the 10th Business Day before the last date on which the Company would have had to have paid the Actual Tax Liability that has served given rise to the Seller’s liability in order to avoid any related interest or penalty; (b) in a notice on the Vendor demanding such payment and the date determined in accordance with paragraphs 6.2 to 6.4. 6.2 In any case involving a Liability to Taxation falling within paragraph (a) of the definition of that expression in paragraph .1.1 or any other liability ‘Effective Tax Liability’ (Loss of Accounts Relief), the later of the Company to make an actual payment, 10th Business Day after the second date mentioned in paragraph 6.1 will be the date falling five clear Business Days before the last date upon which the payment is required to be made to the person entitled thereto (after taking into account any postponement of the due date Purchaser makes a demand for payment of any Taxation and: (i) where the Accounts Relief which is obtained). 6.3 In any case involving a Liability to Taxation falling within paragraph (b) of the definition of that expression in paragraph 1.1, the second date mentioned in paragraph 6.1 will be the date falling five clear Business Days before the last date upon which the payment of Taxation which has been reduced or eliminated by the use of a Purchaser’s Relief is or would have been required to be made to the relevant Taxation Authority. 6.4 In any case involving a Liability to Taxation falling within paragraph (c) of the definition of that expression in paragraph 1.1: 6.4.1 if the Purchaser’s Relief lost was a Relief other than a right to repayment of TaxationTax, the second date mentioned in paragraph 6.1 will be on which the Company otherwise would have received such repayment; or (ii) where the Accounts Relief which is lost was not a right to repayment of Tax, the date falling five clear Business Days before on which the last date upon which Taxation Tax is or would have been required to be paid to the relevant Taxation Tax Authority in respect of the earlier of the period in which the Purchaser’s loss of the Accounts Relief is lost gives rise to an actual liability to pay Tax or the period in which the Loss of the Accounts Relief occurs; Project Speedway – SPA 68 (irrespective c) in a case falling within paragraph (b) of whether the definition of ‘Effective Tax Liability’ (set-off of Relief), the later of: (i) the 10th Business Day after the Purchaser makes a demand for payment; and (ii) the date on which the Company then had sufficient profits would have become liable to make a payment of Tax but for the set-off of the Accounts Relief or was otherwise in a position actually to use the Purchaser’s Relief); orand 6.4.2 if the Purchaser’s Relief lost was a right to a repayment of Taxation(d) in any other case, the second date mentioned in paragraph 6.1 will be 10th Business Day after the date upon which the repayment was due from the relevant Taxation AuthorityPurchaser makes a demand for payment. 6.5 In any case involving 6.2 All payments made by the Seller in respect of a liability of the Vendor to pay an additional amount to the Purchaser under paragraph 5.2 as a result of: 6.5.1 Tax Liability shall be paid without any deduction or withholding being required by law to be made, the due date for payment will be the same as the due date for payment of the amount from which the unless a deduction or withholding is required to be made; andby law. 6.5.2 6.3 All payments made by the Purchaser being subject to Taxation Seller in respect of any payment, the due date for payment will a Tax Liability shall be the later of the date falling five Business Days after the Purchaser has served a notice made on the Vendor demanding such payment and the date falling five clear Business Days before the last date upon which the Taxation is (or, but for the availability of any Relief, would have been) required to be paid to the relevant Taxation Authority (taking into account any postponement of the due date for payment of Taxation)an After-Tax Basis.

Due date for payment. 6.1 The 5.1 Where the Sellers become liable to make any payment pursuant to a Tax Claim, the due date for the making of the payment shall be: 5.1.1 where the payment relates to a payment by the Vendor under this Part 2 of this Schedule 4 will be the later of the date falling five Business Days after the Purchaser has served a notice on the Vendor demanding such payment and the date determined in accordance with paragraphs 6.2 to 6.4. 6.2 In any case involving a Liability to Taxation falling within paragraph (a) of the definition of that expression in paragraph .1.1 or any other liability of the Company to make an actual paymentpayment of Tax, the second date mentioned in paragraph 6.1 will be the date falling five clear later of three Business Days before prior to the last date upon on which that payment of Tax can be made and 10 Business Days after service of a notice of the Tax Demand on the Sellers by the Buyer stating that the Sellers have a liability for a quantified amount pursuant to this schedule; 5.1.2 where the payment is required to be made relates to the person entitled thereto (after taking into account any postponement loss of the due date for payment of any Taxation a Relief which is obtained). 6.3 In any case involving would have operated as a Liability to Taxation falling within paragraph (b) of the definition of that expression in paragraph 1.1deduction from gross income, profits or gains, the second date mentioned in paragraph 6.1 will be the date falling five clear later of three Business Days before prior to the last date upon on which the Company is liable to make the first actual payment of Taxation Tax which has could have been reduced or eliminated avoided by the use of a Purchaser’s Relief is or would have been required to be made to the relevant Taxation Authority. 6.4 In any case involving a Liability to Taxation falling within paragraph (c) of the definition set off of that expression in paragraph 1.1: 6.4.1 if the Purchaser’s Relief had it not been lost was a Relief other than a right to repayment of Taxation, the second date mentioned in paragraph 6.1 will be the date falling five clear Business Days before the last date upon which Taxation is or would have been required to be paid to the relevant Taxation Authority in respect of the period in which the Purchaser’s Relief is lost (irrespective of whether the Company then had sufficient profits or was otherwise in a position actually to use the Purchaser’s Relief); or 6.4.2 if the Purchaser’s Relief lost was a right to a repayment of Taxation, the second date mentioned in paragraph 6.1 will be the date upon which the repayment was due from the relevant Taxation Authority. 6.5 In any case involving a liability of the Vendor to pay an additional amount to the Purchaser under paragraph 5.2 as a result of: 6.5.1 any deduction or withholding being required by law to be made, the due date for payment will be the same as the due date for payment of the amount from which the deduction or withholding is required to be made; and 6.5.2 the Purchaser being subject to Taxation in respect of any payment, the due date for payment will be the later of the date falling five and 10 Business Days after the Purchaser has served a notice date of service of the Tax Demand on the Vendor demanding Sellers by the Buyer stating that the Sellers have a liability for a quantified amount pursuant to this schedule; 5.1.3 where the payment relates to the use or set off of a Relief or a Buyer’s Relief, the later of three Business Days prior to the last date on which the Company would have been liable to make a payment of Tax but for such payment use or set off and 10 Business Days after service of notice of the Tax Demand on the Sellers by the Buyer stating that the Sellers have a liability for a quantified amount pursuant to this schedule; and 5.1.4 in any other case, the date falling five clear 10 Business Days before after the last date upon which the Taxation is (or, but for the availability of any Relief, would have been) required to be paid to the relevant Taxation Authority (taking into account any postponement service of a notice of the due date Tax Demand on the Sellers by the Buyer stating that the Sellers have a liability for payment of Taxation)a quantified amount pursuant to this schedule.

Due date for payment. 6.1 The due date for the making of a payment 3.1 Payments by the Vendor Sellers pursuant to the Tax Covenant or for breach of the Tax Warranties (including under this Part 2 sub-clause 7.6 of this Schedule 4 will the agreement) shall be made in cleared funds on the later of the date falling five Business Days which falls ten business days after the date of written notice from the Purchaser has served a notice on of the Vendor demanding such payment amount which the Sellers are required to pay and the date determined or date specified in accordance with paragraphs 6.2 to 6.4subparagraph 3.2 below. 6.2 In any case involving a Liability 3.1 The date and dates referred to Taxation falling within paragraph in subparagraph 3.1 are: (a) of if the definition of that expression in paragraph .1.1 or any other liability of Tax Liability giving rise to the Company to make claim involves an actual paymentpayment of Tax by the Company, the second date mentioned in paragraph 6.1 will be the date falling day that is five clear Business Days before business days prior to the last date upon on which the payment is required Tax in question would have had to be made paid to the person entitled thereto (after taking into account any postponement relevant Tax Authority in order to prevent a liability to interest or a fine, surcharge or penalty from arising in respect of the due date for payment of any Taxation which is obtained).Tax Liability in question; 6.3 In any case involving a Liability to Taxation falling within paragraph (b) if the Tax Liability giving rise to the claim involves the Loss of the definition a right to repayment of that expression in paragraph 1.1Tax, the second date mentioned in paragraph 6.1 will be the date falling five clear Business Days before the last date upon on which the payment of Taxation which has been reduced or eliminated by the use of a Purchaser’s Relief is or repayment would otherwise have been required to be made to the relevant Taxation Authority.made; 6.4 In any case involving a Liability to Taxation falling within paragraph (c) of the definition of that expression in paragraph 1.1: 6.4.1 if the Purchaser’s Relief lost was Tax Liability giving rise to the claim involves the Loss of a Relief other than a right to repayment of TaxationTax, the second date mentioned in paragraph 6.1 will be the date falling five clear Business Days before the last date upon on which Taxation the Tax which could have been saved by the use or set off of the Relief (had it been available) is or would have been required to be paid to the relevant Taxation Tax Authority in order to prevent a liability to interest or a fine, surcharge or penalty from arising in respect of the period Tax Liability in which the Purchaser’s Relief is lost question (irrespective of whether assuming for these purposes that the Company then had sufficient profits or was otherwise in a position actually to use the Purchaser’s ReliefRelief in the relevant period); or; 6.4.2 (d) if the Purchaser’s Tax Liability giving rise to the claim involves the use or set-off in whole or in part of any Relief lost was against what would otherwise have been a right to a repayment payment of TaxationTax by the Company, the second last date mentioned on which the Tax saved thereby would otherwise have become due and payable to the relevant Tax Authority in paragraph 6.1 will be order to prevent a liability to interest or a fine, surcharge or penalty from arising in respect of the Tax Liability in question; (e) in all other cases, the date upon which the repayment was due falls ten business days after written demand from the relevant Taxation AuthorityPurchaser. 6.5 In any case involving a liability of 3.2 Any sum due under subparagraph 1 which is not paid by the Vendor to pay an additional amount to the Purchaser under paragraph 5.2 as a result of: 6.5.1 any deduction or withholding being required Sellers by law to be made, the due date for payment determined under subparagraphs 3.1 or 3.2 will be carry interest calculated on a daily basis (as well after as before judgement) at the same as rate of 2 per cent. per annum above the base lending rate (or equivalent published rate) of Barclays Bank PLC from time to time from the due date for payment of the amount from which the deduction or withholding is required to be made; and 6.5.2 the Purchaser being subject to Taxation in respect of any payment, the due date for payment will be the later of the date falling five Business Days after the Purchaser has served a notice on the Vendor demanding such of actual payment and the date falling five clear Business Days before the last date upon which the Taxation is (or, but for the availability of any Relief, would have been) required to be paid to the relevant Taxation Authority (taking into account any postponement of the due date for payment of Taxationboth dates inclusive).

Due date for payment. 6.1 The 7.1 Where the Seller becomes liable to make any payment pursuant to a Tax Claim, the due date for the making of the payment shall be: 7.1.1 where the payment relates to a payment by the Vendor under this Part 2 of this Schedule 4 will be the later of the date falling five Business Days after the Purchaser has served a notice on the Vendor demanding such payment and the date determined in accordance with paragraphs 6.2 to 6.4. 6.2 In any case involving a Liability to Taxation falling within paragraph (a) of the definition of that expression in paragraph .1.1 or any other liability of the Company to make an actual paymentpayment of Tax or a payment on account of Tax to a Tax Authority, the second date mentioned in paragraph 6.1 will be day which is the date falling five clear later of three Business Days before prior to the last date upon on which the that payment is required to of Tax can be made to the person entitled thereto relevant Tax Authority (after taking into account any postponement of the due date for payment of any Taxation which is obtained).) and ten Business Days after service of a notice of the Tax Claim on the Seller by the Buyer; 6.3 In any case involving 7.1.2 where the payment relates to the loss of a Relief which would have operated as a deduction from gross income, profits or gains, the day which is the later of three Business Days prior to the last date on which the Company is liable to make the first actual payment of Tax to the relevant Tax Authority which could have been avoided by the use or set off of that Relief had it not been lost and ten Business Days after service of a notice of the Tax Claim on the Seller by the Buyer; 7.1.3 where the payment relates to the use or set off of a Relief, the day which is the later of three Business Days prior to the last date on which the Company would have been liable to make a payment of Tax to the relevant Tax Authority but for such use or set off and ten Business Days after service of a notice of the Tax Claim on the Seller by the Buyer; and 7.1.4 where the payment relates to a liability arising under paragraph 1.2 of Part 3 of this Schedule, the same payment date as the Tax Liability to Taxation falling within paragraph (b) of which the definition of that expression costs and expenses relate; and 7.1.5 in paragraph 1.1any other case, the second date mentioned in paragraph 6.1 will be the date falling five clear ten Business Days before after service of a notice of the last date upon which Tax Claim on the payment of Taxation which has been reduced or eliminated Seller by the use of a Purchaser’s Relief is or would have been Buyer. 7.2 If any payment required to be made by the Seller pursuant to this Schedule is not made by the relevant Taxation Authority. 6.4 In any case involving a Liability to Taxation falling within paragraph (c) of due date then simple interest shall be payable on the definition of that expression in paragraph 1.1: 6.4.1 if the Purchaser’s Relief lost was a Relief other than a right to repayment of Taxation, the second date mentioned in paragraph 6.1 will be the date falling five clear Business Days before the last date upon which Taxation is or would have been required to be paid to the relevant Taxation Authority in respect of the period in which the Purchaser’s Relief is lost (irrespective of whether the Company then had sufficient profits or was otherwise in a position actually to use the Purchaser’s Relief); or 6.4.2 if the Purchaser’s Relief lost was a right to a repayment of Taxation, the second date mentioned in paragraph 6.1 will be the date upon which the repayment was due amount payable from the relevant Taxation Authority. 6.5 In any case involving a liability later of the Vendor to pay an additional amount to the Purchaser under paragraph 5.2 as a result of: 6.5.1 any deduction or withholding being required by law to be made, (i) the due date for payment will be and (ii) the same date on which the Buyer or the Company are entitled to deal with the Tax Demand as they think fit pursuant to paragraph 8.3 of this part 4, until the due date when payment is actually made at a rate of 2% above the base rate from time to time of the Company’s bankers from time to time provided that such interest shall not accrue on any amount which represents interest for late payment of the amount from which the deduction or withholding is required to be made; and 6.5.2 the Purchaser being subject to Taxation in respect of any payment, the due date for payment will be the later of the date falling five Business Days after the Purchaser has served a notice on the Vendor demanding such payment and the date falling five clear Business Days before the last date upon which the Taxation is (or, but for the availability of any Relief, would have been) required to be paid to the relevant Taxation Authority (taking into account any postponement of the due date for payment of Taxation)Tax.

Due date for payment. 6.1 The 30.1 Where the Seller becomes liable to make any payment pursuant to the Tax Covenant or the Tax Warranties, the due date for the making of the payment shall be: 30.1.1 where the payment relates to a liability on the part of the Company to make an actual payment by the Vendor under this Part 2 of this Schedule 4 will be Tax, the later of three Business Days prior to the date on which that amount must be paid to the Tax Authority concerned in order to avoid incurring a liability (contingent or otherwise) to interest or a charge or penalty in respect of such Tax and five Business Days after service of notice of the Tax Demand on the Seller; 30.1.2 where the payment relates to the use or set off of a Relief, the later of three Business Days prior to the date on which the Company would have been liable to make a payment of Tax to the Tax Authority concerned but for such use or set off in order to avoid incurring a liability (contingent or otherwise) to interest or a charge or penalty in respect of such Tax and five Business Days after service of notice of the Tax Demand on the Seller by the Buyer; 30.1.3 where the payment relates to the loss of a Relief, the later of three Business Days prior to the date upon which such Relief would have been utilised but for such loss and the date five Business Days after service of a written demand on the Seller in relation thereto; and 30.1.4 in any other case, the date falling five Business Days after the Purchaser has served a date of service of the notice of the Tax Demand on the Vendor demanding such Seller by the Buyer that the Seller have a liability for a determinable amount pursuant to this schedule. -------------------------------------------------------------------------------- 60 30.2 If any payment and the date determined in accordance with paragraphs 6.2 to 6.4. 6.2 In any case involving a Liability to Taxation falling within paragraph (a) of the definition of that expression in paragraph .1.1 or any other liability of the Company to make an actual payment, the second date mentioned in paragraph 6.1 will be the date falling five clear Business Days before the last date upon which the payment is required to be made pursuant to the person entitled thereto (after taking into account any postponement of this schedule is not made by the due date for payment of any Taxation which is obtained). 6.3 In any case involving then interest shall be payable on the amount payable on a Liability to Taxation falling within paragraph (b) of the definition of that expression in paragraph 1.1, the second date mentioned in paragraph 6.1 will be the date falling five clear Business Days before the last date upon which the payment of Taxation which has been reduced or eliminated by the use of a Purchaser’s Relief is or would have been required to be made to the relevant Taxation Authority. 6.4 In any case involving a Liability to Taxation falling within paragraph (c) of the definition of that expression in paragraph 1.1: 6.4.1 if the Purchaser’s Relief lost was a Relief other than a right to repayment of Taxation, the second date mentioned in paragraph 6.1 will be the date falling five clear Business Days before the last date upon which Taxation is or would have been required to be paid to the relevant Taxation Authority in respect of the period in which the Purchaser’s Relief is lost (irrespective of whether the Company then had sufficient profits or was otherwise in a position actually to use the Purchaser’s Relief); or 6.4.2 if the Purchaser’s Relief lost was a right to a repayment of Taxation, the second date mentioned in paragraph 6.1 will be the date upon which the repayment was due daily basis compounded quarterly from the relevant Taxation Authority. 6.5 In any case involving a liability of the Vendor to pay an additional amount to the Purchaser under paragraph 5.2 as a result of: 6.5.1 any deduction or withholding being required by law to be made, the due date for until the date when payment will be is actually made at the same rate of 3% above the base rate from time to time of the Company's bankers from time to time (or in the absence of such rate at such similar rate of a UK bank as the due date for payment of the amount from which the deduction or withholding is required to be made; and 6.5.2 the Purchaser being subject to Taxation in respect of any payment, the due date for payment will be the later of the date falling five Business Days after the Purchaser has served a notice on the Vendor demanding such payment and the date falling five clear Business Days before the last date upon which the Taxation is (or, but for the availability of any Relief, would have been) required to be paid to the relevant Taxation Authority (taking into account any postponement of the due date for payment of Taxationrecipient shall select).

Due date for payment. 6.1 The due date for 11.1 Where a Liability to Taxation to which this Deed applies involves the making of Purchaser or the relevant Group Company being placed under a liability to make a payment by the Vendor or increased payment of Taxation (including, without limitation, any case where a payment under this Part 2 Deed itself results in further Taxation becoming due), the Sellers shall pay to the Purchaser (or the relevant Group Company) in cleared funds the amount claimed in respect of that Liability to Taxation under this Schedule 4 will be Deed or any further amount which the Sellers are liable to pay by virtue of clause 6 on or before the date which is the later of the date falling five (5) Business Days after demand is made by the Purchaser has served a notice on the Vendor demanding such payment and the second Business Day prior to the date determined on which the Taxation in accordance with paragraphs 6.2 question is payable to 6.4the Tax Authority demanding the same. 6.2 In any case involving 11.2 Where a Liability Claim for Taxation to Taxation falling within paragraph (a) which this Deed applies involves the reduction, nullification or cancellation of the definition of that expression in paragraph .1.1 or any other liability of the Company to make an actual payment, the second date mentioned in paragraph 6.1 will be the date falling five clear Business Days before the last date upon which the payment is required to be made to the person entitled thereto (after taking into account any postponement of the due date for payment of any Taxation which is obtained). 6.3 In any case involving a Liability to Taxation falling within paragraph (b) of the definition of that expression in paragraph 1.1, the second date mentioned in paragraph 6.1 will be the date falling five clear Business Days before the last date upon which the payment of Taxation which has been reduced or eliminated by the use of a Purchaser’s Relief is or would have been required to be made to the relevant Taxation Authority. 6.4 In any case involving a Liability to Taxation falling within paragraph (c) of the definition of that expression in paragraph 1.1: 6.4.1 if the Purchaser’s Relief lost was a Relief other than a right to repayment of Taxation, the second date mentioned in paragraph 6.1 will be the date falling five clear Business Days before the last date upon which Taxation is or would have been required to be paid to the relevant Taxation Authority in respect of the period in which the Purchaser’s Relief is lost (irrespective of whether the Company then had sufficient profits or was otherwise in a position actually to use the Purchaser’s Relief); or 6.4.2 if the Purchaser’s Relief lost was a right to a repayment of Taxation, the second date mentioned in paragraph 6.1 will be the date upon which the repayment was due from the relevant Taxation Authority. 6.5 In any case involving a liability of the Vendor to Sellers shall pay an additional amount to the Purchaser under paragraph 5.2 as a result of: 6.5.1 any deduction (or withholding being required by law to be made, the due date for payment will be the same as the due date for payment of relevant Group Company) the amount from which the deduction or withholding is required to be made; and 6.5.2 the Purchaser being subject to Taxation claimed under this Deed in respect of any payment, that Claim for Taxation on or before the due date for payment will be which is the later of the date falling five (5) Business Days after demand is made by the Purchaser and, in the case of a reduced repayment, the date such reduced repayment is received, or in the case of a nullified or canceled repayment the date when such repayment would have been due were it not for its nullification or cancellation (which latter date for the purposes of this Deed shall, where no due date for repayment is specified by any applicable legislation, be deemed to be the date fifteen (15) Business Days after the Purchaser date on which the relevant claim for repayment has served a notice on the Vendor demanding been made or, if no such payment and claim was required, the date falling five clear fifteen Business Days before after the last date upon on which all the relevant facts giving rise to the repayment were provided or available to the Tax Authority concerned). 11.3 Where a Claim for Taxation is (orto which this Deed applies involves the loss, but for the availability deduction or set off of any Relief, the Sellers shall pay to the Purchaser (or the relevant Group Company) the amount claimed under this Deed in respect of that Claim for Taxation on or before the date whichever is the later of the date five (5) Business Days after demand is made by the Purchaser or the Group Company concerned, as the case may be, and: (a) in a case where such Relief is deducted from or in computing or is set off against Profits or Taxation, the date when the Taxation saved as a result would otherwise have been payable to the Taxation Authority demanding the same; and (b) in a case where a Group Company loses (in whole or in part) such Relief, the date when the Taxation (for which the Group Company would be liable as a result of such loss) would be payable to the Tax Authority demanding the same on the assumption that such Taxation would be payable in respect of the earliest period for which the relevant Relief would have been) required to been available. For this purpose, any actual Claim for Taxation which results from the loss of the Relief shall be paid disregarded. 11.4 Where an amount is claimed under this Deed by virtue of the provisions of sub-clause 3.4, the Sellers shall pay to the Purchaser the amount claimed under the said sub-clause on or before the date whichever is the later of five (5) Business Days after demand is made by the Purchaser and the fifth Business Day prior to the date on which an amount is repaid to the person demanding the same in the circumstances described in sub-clause 3.4. 11.5 Where an amount is claimed under sub-clause 3.6 the Sellers shall pay to the Purchaser or the relevant Taxation Authority Group Company the amount claimed on or before the date which is five (taking into account any postponement of 5) Business Days after demand is made for the due same. 11.6 Any sums not paid by the Sellers on the date specified in sub-clauses 11.1 to 11.5 for payment of Taxation).the same (the "Due Date") shall bear interest (which shall accrue from day to day after as well as before any judgment for the same) from the Due Date at the rate per annum of the base rate of National Westminster Bank plc applicable from time to time (or in, the absence of such rate at such similar rate as the Purchaser shall select) plus four percent to and including the day of actual payment of such sums, such interest to be compounded quarterly. Such interest shall be paid on the demand of the Purchaser or the relevant Group Company concerned. 117

Due date for payment. 6.1 The 9.1 Where the Seller becomes liable to make any payment pursuant to this schedule, the due date for the making of the payment shall be: 9.1.1 where the payment relates to a liability on the part of the Company to make an actual payment by the Vendor under this Part 2 of this Schedule 4 will be Tax, the later of three Business Days prior to the date on which that amount must be paid to the Tax Authority concerned in order to avoid incurring a liability (contingent or otherwise) to interest or penalty in respect of such Tax and five Business Days after service of notice of the Tax Demand on the Seller; 9.1.2 where the payment relates to the use or set off of a Relief, the later of three Business Days prior to the date on which the Company would have been liable to make a payment of Tax to the Tax Authority concerned but for such use or set off in order to avoid incurring a liability (contingent or otherwise) to interest or penalty in respect of such Tax and five Business Days after service of notice of the Tax Demand on the Seller by the Buyer; and 9.1.3 in any other case, the date falling five Business Days after the Purchaser has served a date of service of the notice of the Tax Demand on the Vendor demanding such payment and Seller by the date determined in accordance with paragraphs 6.2 Buyer that the Seller has a liability for a determinable amount pursuant to 6.4this schedule. 6.2 In 9.2 If any case involving a Liability to Taxation falling within paragraph (a) of the definition of that expression in paragraph .1.1 or any other liability of the Company to make an actual payment, the second date mentioned in paragraph 6.1 will be the date falling five clear Business Days before the last date upon which the payment is required to be made by the Seller pursuant to the person entitled thereto (after taking into account any postponement of this schedule is not made by the due date for payment of any Taxation which is obtained). 6.3 In any case involving then interest shall be payable on the amount payable on a Liability to Taxation falling within paragraph (b) of the definition of that expression in paragraph 1.1, the second date mentioned in paragraph 6.1 will be the date falling five clear Business Days before the last date upon which the payment of Taxation which has been reduced or eliminated by the use of a Purchaser’s Relief is or would have been required to be made to the relevant Taxation Authority. 6.4 In any case involving a Liability to Taxation falling within paragraph (c) of the definition of that expression in paragraph 1.1: 6.4.1 if the Purchaser’s Relief lost was a Relief other than a right to repayment of Taxation, the second date mentioned in paragraph 6.1 will be the date falling five clear Business Days before the last date upon which Taxation is or would have been required to be paid to the relevant Taxation Authority in respect of the period in which the Purchaser’s Relief is lost (irrespective of whether the Company then had sufficient profits or was otherwise in a position actually to use the Purchaser’s Relief); or 6.4.2 if the Purchaser’s Relief lost was a right to a repayment of Taxation, the second date mentioned in paragraph 6.1 will be the date upon which the repayment was due daily basis compounded quarterly from the relevant Taxation Authority. 6.5 In any case involving a liability of the Vendor to pay an additional amount to the Purchaser under paragraph 5.2 as a result of: 6.5.1 any deduction or withholding being required by law to be made, the due date for until the date when payment will be is actually made at the same as rate of 2% above the due date for payment base rate from time to time of the amount Company's bankers from which the deduction or withholding is required time to be made; and 6.5.2 the Purchaser being subject to Taxation in respect of any payment, the due date for payment will be the later of the date falling five Business Days after the Purchaser has served a notice on the Vendor demanding such payment and the date falling five clear Business Days before the last date upon which the Taxation is (or, but for the availability of any Relief, would have been) required to be paid to the relevant Taxation Authority (taking into account any postponement of the due date for payment of Taxation)time.

Due date for payment. 6.1 The 5.1 Subject to the provisions of clause 11 (Escrow Arrangements), the due date for the making of a payment by from the Vendor Escrow Account that is due under this Part 2 paragraphs 3.1 to 3. 5 (inclusive) shall be, in any case involving a liability of this Schedule 4 will be the Company to make an actual payment of Taxation, the later of the date falling five Business Days after the Purchaser Buyer has served a notice on the Vendor Managers’ Representative demanding such payment and the date determined in accordance with paragraphs 6.2 to 6.4. 6.2 In any case involving a Liability to Taxation falling within paragraph (a) of the definition of that expression in paragraph .1.1 or any other liability of the Company to make an actual payment, the second date mentioned in paragraph 6.1 will be the date falling five clear Business Days before the last date upon which the Company is obliged to make such payment is in order to avoid incurring any fine, penalty or interest in respect of unpaid Taxation. 5.2 If the Principal Shareholders are or become liable to make a payment under paragraphs 3.1 to 3.5 (inclusive) in respect of any other case not involving a liability of the Company to make an actual payment of Taxation, the Buyer will notify the Managers’ Representative in writing of the amount which the Principal Shareholders are required to be made pay and, subject to the person entitled thereto provisions of clause 11 (after taking into account any postponement Escrow Arrangements), such amount shall be paid from the Escrow Account on or before: 5.2.1 in the case of the due date for payment of any Taxation which is obtained). 6.3 In any case involving a Liability to Taxation falling within paragraph (b) involving the loss, cancellation, nullification or clawing back of a Relief, the later of the definition of that expression in paragraph 1.1, the second date mentioned in paragraph 6.1 will be the date falling five clear Business Days before Taxation is payable as a result of such loss, cancellation, nullification or clawing back and five Business Days after the last date upon which of such notice; 5.2.2 in the payment case of Taxation which has been reduced or eliminated by the use of a Purchaser’s Relief is or would have been required to be made to the relevant Taxation Authority. 6.4 In any case involving a Liability to Taxation falling within paragraph (c) involving the utilisation or set off of a Relief or right of repayment of Tax, the later of the definition date five Business Days before any Taxation would have been payable were it not for such set-off and five Business Days after the date of that expression such notice; 5.2.3 in paragraph 1.1: 6.4.1 if the Purchaser’s Relief lost was case of a Relief other than Liability to Taxation involving the loss of a right to repayment of TaxationTax, the second date mentioned in paragraph 6.1 will be later of the date falling five clear Business Days before the last date upon on which Taxation is or would have been required to be paid to the relevant Taxation Authority in respect of the period in which the Purchaser’s Relief is lost (irrespective of whether the Company then had sufficient profits or was otherwise in a position actually to use the Purchaser’s Relief); or 6.4.2 if the Purchaser’s Relief lost was a right to a repayment of Taxation, the second date mentioned in paragraph 6.1 will be the date upon which the such repayment was due from a Tax Authority and five Business Days after the relevant date of such notice; 5.2.4 in the case of a Liability to Taxation Authority. 6.5 In any case involving a liability of the Vendor Company pursuant to pay an additional amount indemnity, guarantee or covenant, the date falling five Business Days before the date on which the relevant Company is due to discharge the liability under the relevant indemnity, guarantee or covenant. 5.3 Subject to the Purchaser under paragraph 5.2 as a result of: 6.5.1 any deduction or withholding being required by law to be madeprovisions of clause 11 (Escrow Arrangements), the due date for the making of a payment will that is due under paragraph 3.6 shall be the same as the due date for payment of the amount from which the deduction or withholding is required to be made; and 6.5.2 the Purchaser being subject to Taxation in respect of any payment, the due date for payment will be the later of the date falling five Business Days after the Purchaser Buyer has served a notice on the Vendor Managers’ Representative demanding such payment and the date falling five clear Business Days before the last date upon which the Taxation is accompanied by an appropriate invoice (or, but for the availability of any Relief, would have been) required to be paid to the relevant Taxation Authority (taking into account any postponement or other reasonably satisfactory evidence of the due date for payment of Taxationamount).

Due date for payment. 6.1 The 4.1. Where the Sellers become liable to make any payment pursuant to a Tax Claim, the due date for the making of the payment shall be: 4.1.1. where the payment relates to a liability of the Company to make an actual payment by the Vendor under this Part 2 of this Schedule 4 will be Tax, the later of three Business Days prior to the last date on which that payment of Tax can be made and five Business Days after service of a notice of the Tax Demand on the Sellers; 4.1.2. where the payment relates to the loss of a right to repayment of Tax, the later of the date on which the repayment would otherwise have become due and five Business Days after service of notice of the Tax Demand on the Sellers; 4.1.3. where the payment relates to the loss of a Relief (other than a right to repayment of Tax), the later of three Business Days before a payment of Tax is due from the Company which would not have been due had that Relief not been lost and five Business Days after service of notice of the Tax Demand on the Sellers; 4.1.4. where the payment relates to the use or set off of a Relief, the later of three Business Days prior to the last date on which the Company would have been liable to make a payment of Tax but for such use or set off and five Business Days after service of notice of the Tax Demand on the Sellers; and 4.1.5. in any other case, the date falling five Business Days after the Purchaser has served date of service by the Buyer of a written notice on the Vendor Sellers demanding such payment and the date determined in accordance with paragraphs 6.2 to 6.4payment. 6.2 In 4.2. If any case involving a Liability to Taxation falling within paragraph (a) of the definition of that expression in paragraph .1.1 or any other liability of the Company to make an actual payment, the second date mentioned in paragraph 6.1 will be the date falling five clear Business Days before the last date upon which the payment is required to be made by the Sellers pursuant to the person entitled thereto (after taking into account any postponement of a Tax Claim is not made by the due date for payment of any Taxation which is obtained). 6.3 In any case involving then interest shall be payable on the amount outstanding on a Liability to Taxation falling within paragraph (b) of the definition of that expression in paragraph 1.1, the second date mentioned in paragraph 6.1 will be the date falling five clear Business Days before the last date upon which the payment of Taxation which has been reduced or eliminated by the use of a Purchaser’s Relief is or would have been required to be made to the relevant Taxation Authority. 6.4 In any case involving a Liability to Taxation falling within paragraph (c) of the definition of that expression in paragraph 1.1: 6.4.1 if the Purchaser’s Relief lost was a Relief other than a right to repayment of Taxation, the second date mentioned in paragraph 6.1 will be the date falling five clear Business Days before the last date upon which Taxation is or would have been required to be paid to the relevant Taxation Authority in respect of the period in which the Purchaser’s Relief is lost (irrespective of whether the Company then had sufficient profits or was otherwise in a position actually to use the Purchaser’s Relief); or 6.4.2 if the Purchaser’s Relief lost was a right to a repayment of Taxation, the second date mentioned in paragraph 6.1 will be the date upon which the repayment was due daily basis compounded quarterly from the relevant Taxation Authority. 6.5 In any case involving a liability of the Vendor to pay an additional amount to the Purchaser under paragraph 5.2 as a result of: 6.5.1 any deduction or withholding being required by law to be made, the due date for until the date when payment will be is actually made at the same rate of 3 per cent. above the base rate from time to time of the Company's principal bankers from time to time (or in the absence of such rate at such similar rate as the due date for payment of the amount from which the deduction or withholding is required to be made; and 6.5.2 the Purchaser being subject to Taxation in respect of any payment, the due date for payment will be the later of the date falling five Business Days after the Purchaser has served a notice on the Vendor demanding such payment and the date falling five clear Business Days before the last date upon which the Taxation is (or, but for the availability of any Relief, would have been) required to be paid to the relevant Taxation Authority (taking into account any postponement of the due date for payment of TaxationBuyer shall reasonably select).

Due date for payment. 6.1 5.1 The Principal Sellers shall pay to the Buyer any payment required to be made by them in cleared funds:- 5.1.1 in a case that involves an actual payment of Tax by the Company, seven Business Days immediately before the last date on which the Company would have had to pay to the relevant Tax Authority the Tax that has given rise to the Covenantor's liability under this Schedule in order to avoid incurring a liability to interest or a charge or penalty in respect of that Liability to Tax; or 5.1.2 to the extent the claim under this Schedule involves the denial or loss or set-off in whole or in part of any right to repayment of Tax, the date which is or would have been the "material date" for the purposes of Sections 825 and 826 of the Taxes Act or, in the case where those sections do not apply to the repayment in question, the date on which such Tax would otherwise have been repaid; 5.1.3 to the extent the claim under this Schedule involves the denial, loss, reduction, cancellation, modification or set-off in whole or in part of any Relief the seventh Business Day prior to the date on which the Tax, which would have been saved but for such denial, loss reduction, modification, cancellation or set-off, becomes due and payable; 5.1.4 in the case of a liability under clause 2.1.4 the date which would have been the due date in clause 5.1.1 but for the making availability of a the Relief; and 5.1.5 in any other case that involves an actual payment by the Vendor Company, seven Business Days immediately before the last date on which the Company would have had to pay to the relevant person the amount that has given rise to the Covenantor's liability under this Part 2 Schedule in order to avoid incurring a liability to interest in respect of that liability. 5.2 If any payment required to be made by the Principal Sellers under this Schedule 4 will be is not made by the later due date then, except to the extent that the Principal Sellers' liability under clause 2 compensates the Company for the late payment by virtue of its extending to interest and penalties, that payment shall carry interest from that due date until the date falling five when the payment is actually made at the rate of 2 per cent above the base rate from time to time of Barclays Bank PLC. 5.3 The Principal Sellers shall pay to the Company or the Buyer as the case may be any amount required to be paid by them pursuant to clause 2.1 within seven Business Days after the Purchaser Company or the Buyer notifies the Principal Sellers in writing that it has served a notice on the Vendor demanding incurred or suffered such payment and the date determined in accordance with paragraphs 6.2 to 6.4costs or expenses. 6.2 In any case involving a Liability to Taxation falling within paragraph (a) 5.4 Notice of the definition of that expression in paragraph .1.1 or any other liability amount of the Company to make an actual payment, the second date mentioned in paragraph 6.1 will be the date falling five clear Business Days before the last date upon which the payment is required to be made to by the person entitled thereto (after taking into account any postponement of Principal Sellers under clause 5.3 and the due date for payment of any Taxation which is obtained). 6.3 In any case involving a Liability to Taxation falling within paragraph (b) of the definition of that expression shall be given in paragraph 1.1, the second date mentioned in paragraph 6.1 will be the date falling five clear Business Days before the last date upon which the payment of Taxation which has been reduced or eliminated writing by the use of a Purchaser’s Relief is Company or would have been required to the Buyer and shall (save for manifest error) be made to the relevant Taxation Authority. 6.4 In any case involving a Liability to Taxation falling within paragraph (c) of the definition of that expression in paragraph 1.1: 6.4.1 if the Purchaser’s Relief lost was a Relief other than a right to repayment of Taxation, the second date mentioned in paragraph 6.1 will be the date falling five clear Business Days before the last date upon which Taxation is or would have been required to be paid to the relevant Taxation Authority in respect of the period in which the Purchaser’s Relief is lost (irrespective of whether the Company then had sufficient profits or was otherwise in a position actually to use the Purchaser’s Relief); or 6.4.2 if the Purchaser’s Relief lost was a right to a repayment of Taxation, the second date mentioned in paragraph 6.1 will be the date upon which the repayment was due from the relevant Taxation Authority. 6.5 In any case involving a liability of the Vendor to pay an additional amount to the Purchaser under paragraph 5.2 as a result of: 6.5.1 any deduction or withholding being required by law to be made, the due date for payment will be the same as the due date for payment of the amount from which the deduction or withholding is required to be made; and 6.5.2 the Purchaser being subject to Taxation in respect of any payment, the due date for payment will be the later of the date falling five Business Days after the Purchaser has served a notice conclusive and binding on the Vendor demanding such payment and the date falling five clear Business Days before the last date upon which the Taxation is (or, but for the availability of any Relief, would have been) required to be paid to the relevant Taxation Authority (taking into account any postponement of the due date for payment of Taxation)Principal Sellers.

Due date for payment. 6.1 The 3.1 Where the Seller becomes liable to make any payment pursuant to a Tax Claim, the due date for the making of the payment shall be: 3.1.1 where the payment relates to a payment by the Vendor under this Part 2 of this Schedule 4 will be the later of the date falling five Business Days after the Purchaser has served a notice on the Vendor demanding such payment and the date determined in accordance with paragraphs 6.2 to 6.4. 6.2 In any case involving a Liability to Taxation falling within paragraph (a) of the definition of that expression in paragraph .1.1 or any other liability of the Company to make an actual paymentpayment of Tax or a payment in respect of, or on account of, Tax, the second date mentioned in paragraph 6.1 will be day which is the date falling five clear later of three Business Days before prior to the last date upon on which the that payment is required to of Tax can be made to the person entitled thereto relevant Tax Authority (after taking into account any postponement of the due date for payment of any Taxation which is obtained). 6.3 In any case involving ) and five Business Days after service of a Liability to Taxation falling within paragraph (b) notice of the definition Tax Claim on the Seller by the Buyer; 3.1.2 where the payment relates to the loss of that expression in paragraph 1.1a Relief which would have operated as a deduction from gross income, profits or gains, the second date mentioned in paragraph 6.1 will be day which is the date falling five clear later of three Business Days before prior to the last date upon on which the Company is liable to make the first actual payment of Taxation Tax to the relevant Tax Authority which has could have been reduced or eliminated avoided by the use or set off of that Relief had it not been lost and five Business Days after service of a Purchaser’s Relief notice of the Tax Claim on the Seller by the Buyer; 3.1.3 where the payment relates to the use or set off of a Relief, the day which is or the later of three Business Days prior to the last date on which the Company would have been required liable to be made make a payment of Tax to the relevant Taxation Authority. 6.4 In any case involving Tax Authority but for such use or set off and five Business Days after service of a Liability to Taxation falling within paragraph (c) notice of the definition of that expression in paragraph 1.1: 6.4.1 if Tax Claim on the Purchaser’s Relief lost was a Relief other than a right to repayment of Taxation, Seller by the second date mentioned in paragraph 6.1 will be the date falling five clear Business Days before the last date upon which Taxation is or would have been required to be paid to the relevant Taxation Authority in respect of the period in which the Purchaser’s Relief is lost (irrespective of whether the Company then had sufficient profits or was otherwise in a position actually to use the Purchaser’s Relief); or 6.4.2 if the Purchaser’s Relief lost was a right to a repayment of Taxation, the second date mentioned in paragraph 6.1 will be the date upon which the repayment was due from the relevant Taxation Authority. 6.5 In any case involving a liability of the Vendor to pay an additional amount to the Purchaser under paragraph 5.2 as a result of: 6.5.1 any deduction or withholding being required by law to be made, the due date for payment will be the same as the due date for payment of the amount from which the deduction or withholding is required to be madeBuyer; and 6.5.2 the Purchaser being subject to Taxation 3.1.4 in respect of any paymentother case, the due date for payment will be the later of the date falling five Business Days after the Purchaser has served service of a notice of the Tax Claim on the Vendor demanding such payment and Seller by the date falling five clear Business Days before the last date upon which the Taxation is (or, but for the availability of any Relief, would have been) required to be paid to the relevant Taxation Authority (taking into account any postponement of the due date for payment of Taxation)Buyer.