Common use of Due date for payment Clause in Contracts

Due date for payment. 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 liability of the Company to make an actual payment of Tax, the later of three Business Days prior to the last date 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 relates to the loss of a Relief which would have operated as a deduction from gross income, profits or gains, 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 which could have been avoided by the use or set off of that Relief had it not been lost and ten Business Days after the date of service 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; 5.1.3 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 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 ten Business Days after the date of 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.

Due date for payment. 5.1 6.1 Where the Seller becomes liable to make any a payment pursuant to a Tax ClaimIndemnity or a Tax Warranty Breach, the due date for the making of the payment shall bebe made within 10 Business Days from the earlier of: 5.1.1 where (a) in the payment relates to a liability case of the Company to make an actual payment of TaxActual Tax Liability, the later of three of: (i) the 10th Business Days prior to the last date 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 relates to the loss of a Relief which would have operated as a deduction from gross income, profits or gains, 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 which could have been avoided by the use or set off of that Relief had it not been lost and ten Business Days Day after the date of service of Purchaser makes a demand for payment; and (ii) the Tax Demand on the Seller by the Buyer stating that the Seller has a liability for a quantified amount pursuant to this schedule; 5.1.3 where the payment relates to the use or set off of a Relief, the later of three 10th Business Days prior to Day before the last date on which the Company would have had to have paid the Actual Tax Liability that has given rise to the Seller’s liability in order to avoid any related interest or penalty; (b) in a case falling within paragraph (a) of the definition of ‘Effective Tax Liability’ (Loss of Accounts Relief), the later of the 10th Business Day after the Purchaser makes a demand for payment and: (i) where the Accounts Relief which is lost was a right to repayment of Tax, the date 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 on which the Tax is or would have been required to be paid to the relevant Tax Authority in respect of the earlier of the period in which the loss of the Accounts Relief 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 (c) in a case falling within paragraph (b) of 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 would have become liable to make a payment of Tax but for such use or set the 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 scheduleAccounts Relief or Purchaser’s Relief; and 5.1.4 (d) in any other case, the date falling ten 10th Business Days Day after the date of service Purchaser makes a demand for payment. 6.2 All payments made by the Seller in respect of a notice of the Tax Demand on Liability shall be paid without any deduction or withholding unless a deduction or withholding is required by law. 6.3 All payments made by the Seller by the Buyer stating that the Seller has in respect of a liability for a quantified amount pursuant to this scheduleTax Liability shall be made on an After-Tax Basis.

Due date for payment. 5.1 4.1 Where the Seller becomes Sellers become liable to make any payment pursuant to a Tax Claim, the due date for the making of the payment shall bebe on the date falling ten (10) Business Days after service by the Buyer of 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: 5.1.1 4.1.1 where the payment relates to a liability of the Company to make an actual payment of Tax, the later of three fifth (5th) Business Days Day prior to the last date on which that payment of Tax can be made and ten Business Days after service to the 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 payment relates to the loss of a notice of right to receive a payment in respect of, or repayment of, Tax, the Tax Demand date on which the Seller by the Buyer stating that the Seller has a liability for a quantified amount pursuant to this schedulepayment or repayment would otherwise have become due; 5.1.2 4.1.3 where the payment relates to the loss of a Relief which would have operated as (other than a deduction from gross incomeright to a payment in respect of, profits or gainsrepayment of, Tax), the later of three fifth (5th) Business Days Day prior to the last date on which the Company is liable to make the first actual a payment of Tax is due to be paid by the Company which could would not have been avoided by the use or set off of due had that Relief had it not been lost and ten Business Days after the date of service 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;lost; and 5.1.3 4.1.4 where the payment relates to the use or set off of a Relief, the later of three fifth (5th) Business Days Day 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 ten Business Days after service set. 4.2 If any payment required to be made by the Sellers pursuant to a Tax Claim is not made by the due date the provisions of notice clause 12.5 of the Tax Demand on Agreement shall apply to such payment, provided that the Seller by amount payable under this paragraph 4.2 shall be reduced to the extent that the Sellers have made a payment to the Buyer stating that under paragraph 1.4 of part 3 in respect of, and to compensate the Seller have a liability for a quantified amount pursuant to this schedule; and 5.1.4 in any other caseBuyer for, the date falling ten Business Days after the date of service of a notice late payment of the amount due under any Tax Demand on the Seller by the Buyer stating that the Seller has a liability for a quantified amount pursuant to this scheduleClaim.

Due date for payment. 5.1 9.1 Where the Seller becomes liable to make any payment pursuant to a Tax Claimthis schedule, the due date for the making of the payment shall be: 5.1.1 9.1.1 where the payment relates to a liability on the part of the Company to make an actual payment of Tax, the later of three Business Days prior to the last date on which that payment 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 can be made and ten five 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 scheduleSeller; 5.1.2 where the payment relates to the loss of a Relief which would have operated as a deduction from gross income, profits or gains, the later of three Business Days prior to the last date on which the Company is liable to make the first actual payment of Tax which could have been avoided by the use or set off of that Relief had it not been lost and ten Business Days after the date of service 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; 5.1.3 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 last 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 ten five 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 scheduleBuyer; and 5.1.4 9.1.3 in any other case, the date falling ten five Business Days after the date of service of a the notice of the Tax Demand on the Seller by the Buyer stating that the Seller has a liability for a quantified determinable amount pursuant to this schedule. 9.2 If any payment required to be made by the Seller pursuant to this schedule is not made by the due date then interest shall be payable on the amount payable on a daily basis compounded quarterly from the due date until the date when payment is actually made at the rate of 2% above the base rate from time to time of the Company's bankers from time to time.

Due date for payment. 5.1 4.1. Where the Seller becomes 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 4.1.1. where the payment relates to a liability of the Company to make an actual payment of Tax, the later of three Business Days prior to the last date on which that payment of Tax can be made and ten five 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 scheduleSellers; 5.1.2 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 which would have operated as (other than a deduction from gross income, profits or gainsright to repayment of Tax), the later of three Business Days prior to the last date on which the Company is liable to make the first actual before a payment of Tax is due from the Company which could would not have been avoided by the use or set off of due had that Relief had it not been lost and ten five Business Days after the date service of service 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 scheduleSellers; 5.1.3 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 ten five 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 scheduleSellers; and 5.1.4 4.1.5. in any other case, the date falling ten five Business Days after the date of service of a notice of the Tax Demand on the Seller by the Buyer stating that of a written notice on the Seller has a liability for a quantified amount Sellers demanding payment. 4.2. If any payment required to be made by the Sellers pursuant to this schedulea Tax Claim is not made by the due date then interest shall be payable on the amount outstanding on a daily basis compounded quarterly from the due date until the date when payment is actually made at the 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 Buyer shall reasonably select).

Due date for payment. 5.1 Where Subject to the Seller becomes liable to make any payment pursuant to a Tax Claimprovisions of clause 11 (Escrow Arrangements), the due date for the making of a payment from the payment Escrow Account that is due under paragraphs 3.1 to 3. 5 (inclusive) shall be: 5.1.1 where the payment relates to , in any case involving a liability of the Company to make an actual payment of TaxTaxation, the later of three the date falling five Business Days prior to after the Buyer has served notice on the Managers’ Representative demanding such payment and the date falling five Business Days before the last date 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 relates to the loss of a Relief which would have operated as a deduction from gross income, profits or gains, the later of three Business Days prior to the last date on upon which the Company is obliged to make such payment 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 first Company to make an actual payment of Tax which could have been avoided by Taxation, the use or set off of that Relief had it not been lost and ten Business Days after Buyer will notify the date of service Managers’ Representative in writing of the Tax Demand on amount which the Seller by the Buyer stating that the Seller has a liability for a quantified amount pursuant Principal Shareholders are required to this schedule; 5.1.3 where the payment relates pay and, subject to the use provisions of clause 11 (Escrow Arrangements), such amount shall be paid from the Escrow Account on or set off before: 5.2.1 in the case of a Liability to Taxation involving the loss, cancellation, nullification or clawing back of a Relief, the later of three the date five Business Days prior to the last date on which the Company would have been liable to make before Taxation is payable as a payment result of Tax but for such use loss, cancellation, nullification or set off clawing back 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 ten five Business Days after the date of service such notice; 5.2.2 in the case of a notice Liability to Taxation involving the utilisation or set off of a Relief or right of repayment of Tax, the later of the 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 such notice; 5.2.3 in the case of a Liability to Taxation involving the loss of a right to repayment of Tax, the later of the date on which such repayment was due from a Tax Demand Authority and five Business Days after the date of such notice; 5.2.4 in the case of a Liability to Taxation involving a liability of the Company pursuant to an 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 provisions of clause 11 (Escrow Arrangements), the due date for the making of a payment that is due under paragraph 3.6 shall be the date falling five Business Days after the Buyer has served notice on the Seller Managers’ Representative demanding such payment accompanied by an appropriate invoice (or other reasonably satisfactory evidence of the Buyer stating that the Seller has a liability for a quantified amount pursuant to this scheduleamount).

Due date for payment. 5.1 Where the Seller becomes 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 liability of the Company to make an actual payment of Tax, the later of three Business Days prior to the last date on which that payment of Tax can be made and ten 10 Business Days after service of a notice of the Tax Demand on the Seller Sellers by the Buyer stating that the Seller has Sellers have a liability for a quantified amount pursuant to this schedule; 5.1.2 where the payment relates to the loss of a Relief which would have operated as a deduction from gross income, profits or gains, the later of three Business Days prior to the last date on which the Company is liable to make the first actual payment of Tax which could have been avoided by the use or set off of that Relief had it not been lost and ten 10 Business Days after the date of service of the Tax Demand on the Seller Sellers by the Buyer stating that the Seller has 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 use or set off and ten 10 Business Days after service of notice of the Tax Demand on the Seller Sellers by the Buyer stating that the Seller Sellers have a liability for a quantified amount pursuant to this schedule; and 5.1.4 in any other case, the date falling ten 10 Business Days after the date of service of a notice of the Tax Demand on the Seller Sellers by the Buyer stating that the Seller has Sellers have a liability for a quantified amount pursuant to this schedule.

Due date for payment. 5.1 30.1 Where the Seller becomes liable to make any payment pursuant to a the Tax ClaimCovenant or the Tax Warranties, the due date for the making of the payment shall be: 5.1.1 30.1.1 where the payment relates to a liability on the part of the Company to make an actual payment of Tax, the later of three Business Days prior to the last date on which that payment 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 can be made and ten five 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 scheduleSeller; 5.1.2 where the payment relates to the loss of a Relief which would have operated as a deduction from gross income, profits or gains, the later of three Business Days prior to the last date on which the Company is liable to make the first actual payment of Tax which could have been avoided by the use or set off of that Relief had it not been lost and ten Business Days after the date of service 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; 5.1.3 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 last 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 ten five Business Days after service of notice of the Tax Demand on the Seller by the Buyer stating that 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 have a liability for a quantified amount pursuant to this schedulein relation thereto; and 5.1.4 30.1.4 in any other case, the date falling ten five Business Days after the date of service of a the notice of the Tax Demand on the Seller by the Buyer stating that the Seller has have a liability for a quantified determinable amount pursuant to this schedule. -------------------------------------------------------------------------------- 60 30.2 If any payment required to be made pursuant to this schedule is not made by the due date then interest shall be payable on the amount payable on a daily basis compounded quarterly from the due date until the date when payment is actually made at the 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 recipient shall select).

Due date for payment. 5.1 Where The Principal Sellers shall pay to the Seller becomes liable to make Buyer any payment pursuant required to a Tax Claim, the due date for the making of the payment shall be:be made by them in cleared funds:- 5.1.1 where the payment relates to in a liability of the Company to make case that involves an actual payment of TaxTax by the Company, the later of three seven Business Days prior to the last date 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 relates to the loss of a Relief which would have operated as a deduction from gross income, profits or gains, 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 which could have been avoided by the use or set off of that Relief had it not been lost and ten Business Days after the date of service 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; 5.1.3 where the payment relates to the use or set off of a Relief, the later of three Business Days prior to 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 liable 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 make a payment 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 Tax any Relief the seventh Business Day prior to the date on which the Tax, which would have been saved but for such use denial, loss reduction, modification, cancellation or set off set-off, becomes due and ten Business Days after service payable; 5.1.4 in the case of notice a liability under clause 2.1.4 the date which would have been the due date in clause 5.1.1 but for the availability of the Tax Demand on the Seller by the Buyer stating that the Seller have a liability for a quantified amount pursuant to this scheduleRelief; and 5.1.4 5.1.5 in any other casecase that involves an actual payment by the 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 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 is not made by the 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 ten 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 date of service of a notice Company or the Buyer notifies the Principal Sellers in writing that it has incurred or suffered such costs or expenses. 5.4 Notice of the Tax Demand amount of the payment required to be made by the Principal Sellers under clause 5.3 and the due date for payment shall be given in writing by the Company or the Buyer and shall (save for manifest error) be conclusive and binding on the Seller by the Buyer stating that the Seller has a liability for a quantified amount pursuant to this schedulePrincipal Sellers.

Due date for payment. 5.1 11.1 Where a Liability to Taxation to which this Deed applies involves the Seller becomes Purchaser or the relevant Group Company being placed under a liability to make a payment or increased payment of Taxation (including, without limitation, any case where a payment under this 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 Deed or any further amount which the Sellers are liable to make any payment pursuant to a Tax Claim, pay by virtue of clause 6 on or before the due date for the making of the payment shall be: 5.1.1 where the payment relates to a liability of the Company to make an actual payment of Tax, which is the later of three the date five (5) Business Days after demand is made by the Purchaser and the second Business Day prior to the last date 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 relates to the loss of a Relief which would have operated as a deduction from gross income, profits or gains, the later of three Business Days prior to the last date on which the Company Taxation in question is liable payable to make the first actual payment Tax Authority demanding the same. 11.2 Where a Claim for Taxation to which this Deed applies involves the reduction, nullification or cancellation of Tax a right to a repayment of Taxation, 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 which could is the later of the date 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 avoided by the use or set off of that Relief had due were it not been lost and ten 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 date of service 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; 5.1.3 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 relevant claim for repayment has been liable to make a payment of Tax but for made or, if no such 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 caseclaim was required, the date falling ten fifteen Business Days after the date 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 to which this Deed applies involves the loss, deduction or set off of service any Relief, the Sellers shall pay to the Purchaser (or the relevant Group Company) the amount claimed under this Deed in respect of a notice 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 Demand Authority demanding the same on the Seller assumption that such Taxation would be payable in respect of the earliest period for which the relevant Relief would have been available. For this purpose, any actual Claim for Taxation which results from the loss of the Relief shall be 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 Buyer stating that Purchaser and the Seller has a liability 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 Group Company the amount claimed on or before the date which is five (5) Business Days after demand is made for a quantified amount pursuant the same. 11.6 Any sums not paid by the Sellers on the date specified in sub-clauses 11.1 to this schedule.11.5 for payment of 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. 5.1 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: 5.1.1 3.1.1 where the payment relates to a liability of the Company to make an actual payment of Tax or a payment in respect of, or on account of, Tax, the day which is the later of three Business Days prior to the last date on which that payment of Tax can be made to the relevant Tax Authority (after taking into account any postponement of the due date for payment which is obtained) and ten five Business Days after service of a notice of the Tax Demand Claim on the Seller by the Buyer stating that the Seller has a liability for a quantified amount pursuant to this scheduleBuyer; 5.1.2 3.1.2 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 five Business Days after the date service of service a notice of the Tax Demand Claim on the Seller by the Buyer stating that the Seller has a liability for a quantified amount pursuant to this scheduleBuyer; 5.1.3 3.1.3 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 five Business Days after service of a notice of the Tax Demand Claim on the Seller by the Buyer stating that the Seller have a liability for a quantified amount pursuant to this scheduleBuyer; and 5.1.4 3.1.4 in any other case, the date falling ten five Business Days after the date of service of a notice of the Tax Demand Claim on the Seller by the Buyer stating that the Seller has a liability for a quantified amount pursuant to this scheduleBuyer.

Due date for payment. 5.1 Where 3.1 Payments by the Seller becomes liable to make any payment Sellers pursuant to a the Tax Claim, the due date Covenant or for the making breach of the payment Tax Warranties (including under sub-clause 7.6 of the agreement) shall bebe made in cleared funds on the later of the date which falls ten business days after the date of written notice from the Purchaser of the amount which the Sellers are required to pay and the date or date specified in subparagraph 3.2 below. 3.1 The date and dates referred to in subparagraph 3.1 are: 5.1.1 where (a) if the payment relates Tax Liability giving rise to a liability of the Company to make claim involves an actual payment of TaxTax by the Company, the later of three Business Days prior to the last date on which day 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 relates to the loss of a Relief which would have operated as a deduction from gross income, profits or gains, the later of three Business Days is five business days prior to the last date on which the Company is liable Tax in question would have had to make be paid to the first actual payment relevant Tax Authority in order to prevent a liability to interest or a fine, surcharge or penalty from arising in respect of the Tax Liability in question; (b) if the Tax Liability giving rise to the claim involves the Loss of a right to repayment of Tax, the date on which the repayment would otherwise have been made; (c) if the Tax Liability giving rise to the claim involves the Loss of a Relief other than a right to repayment of Tax, the last date on which the Tax which could have been avoided saved by the use or set off of that the Relief (had it not been lost and ten Business Days after available) is or would have been required to be paid to the date of service relevant Tax Authority in order to prevent a liability to interest or a fine, surcharge or penalty from arising in respect of the Tax Demand on the Seller by the Buyer stating Liability in question (assuming for these purposes that the Seller has Company had sufficient profits or was otherwise in a liability for a quantified amount pursuant position to this scheduleuse the Relief in the relevant period); 5.1.3 where (d) if the payment relates Tax Liability giving rise to the claim involves the use or set set-off in whole or in part of any Relief against what would otherwise have been a Reliefpayment of Tax by the Company, the later of three Business Days prior to the last date on which the Company Tax saved thereby would otherwise have been liable become due and payable to make the relevant Tax Authority in order to prevent a payment of Tax but for such use liability to interest or set off and ten Business Days after service of notice a fine, surcharge or penalty from arising in respect 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; andLiability in question; 5.1.4 (e) in any all other casecases, the date falling which falls ten Business Days business days after written demand from the Purchaser. 3.2 Any sum due under subparagraph 1 which is not paid by the Sellers by the due date determined under subparagraphs 3.1 or 3.2 will carry interest calculated on a daily basis (as well after as before judgement) at the 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 to the date of 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 scheduleactual payment (both dates inclusive).

Due date for payment. 5.1 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: 5.1.1 7.1.1 where the payment relates to a liability of the Company to make an actual payment of TaxTax or a payment on account of Tax to a Tax Authority, the day which is the later of three Business Days prior to the last date on which that payment of Tax can be made to the relevant Tax Authority (after taking into account any postponement of the due date for payment which is obtained) and ten Business Days after service of a notice of the Tax Demand Claim on the Seller by the Buyer stating that the Seller has a liability for a quantified amount pursuant to this scheduleBuyer; 5.1.2 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 the date service of service a notice of the Tax Demand Claim on the Seller by the Buyer stating that the Seller has a liability for a quantified amount pursuant to this scheduleBuyer; 5.1.3 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 Demand Claim on the Seller by the Buyer stating that the Seller have a liability for a quantified amount pursuant to this scheduleBuyer; and 5.1.4 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 which the costs and expenses relate; and 7.1.5 in any other case, the date falling ten Business Days after the date of service of a notice of the Tax Demand Claim on the Seller by the Buyer stating that Buyer. 7.2 If any payment required to be made by the Seller has a liability for a quantified amount pursuant to this scheduleSchedule is not made by the due date then simple interest shall be payable on the amount payable from the later of (i) the due date for payment and (ii) the 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 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 Tax.