Common use of PAYMENT DATE AND INTEREST Clause in Contracts

PAYMENT DATE AND INTEREST. 3.1 Payment by the Sellers in respect of any liability under this Schedule 7 must be made in cleared and immediately available funds on the following days: 3.1.1 in the case of a Liability for Taxation that involves an actual payment of or in respect of Tax, the later of seven business days before the due date for payment and seven business days after the date on which the Buyer serves notice on the Sellers requesting payment; or 3.1.2 in the case of the loss of a right to repayment of Tax or a liability under paragraph 2.1.6 seven business days following the date on which the Buyer serves notice on the Sellers requesting payment; or 3.1.3 in a case that involves the loss of a Relief (other than a right to repayment of Tax), the last date upon which the Tax is or would have been required to be paid to the relevant Taxation Authority in respect of the earlier of 3.1.3.1 the period in which the Loss of the Relief gives rise to an actual liability to pay tax; or 3.1.3.2 the period in which the Loss of the Relief occurs (assuming for this purpose that the Company had sufficient profits or was otherwise in a position to use the Relief); 3.1.4 in a case that falls within paragraph 3.1.3 of the definition of Liability for Taxation, the date upon which the Tax saved by the Company is or would have been required to be paid to the relevant Taxation Authority. 3.2 Any dispute as to the amount specified in any notice served on the Sellers under paragraph 3.1.2 to paragraph 3.1.4 shall be determined by the auditors of the Company for the time being, acting as experts and not as arbitrators (the costs of that determination being shared equally by the Sellers and the Buyer). 3.3 If any sums required to be paid by the Sellers under this Tax Covenant are not paid on the date specified in paragraph 3.1, then, except to the extent that liability of the Sellers under paragraph 2 compensates the Buyer for the late payment by virtue of it extending to interest and penalties, such sums shall bear interest (which shall accrue from day to day after as well as before any judgment for the same) at the rate of 4% per annum over the base rate from time to time of Barclays Bank PLC or (in the absence thereof) at such similar rate as the Buyer shall select from the day following the Due Date up to and including the day of actual payment of such sums, such interest to be compounded quarterly.

PAYMENT DATE AND INTEREST. 3.1 Payment by 14.1 Where the Sellers in respect Warrantors are liable to make any payment under paragraph 2 (including any payment pursuant to paragraph 2.1(f)), the due date for the making of any liability under this Schedule 7 must that payment (Due Date) shall be made in cleared and immediately available funds the later of the date falling 10 Business Days after the Buyer has served a notice on the following daysWarrantors demanding that payment and in a case: 3.1.1 in the case of a Liability for Taxation (a) that involves an actual payment of or in respect of TaxTax by the Company (including any payment pursuant to paragraph 2.1(f)), the later of seven business days before the due date for payment and seven business days after the date on which the Buyer serves notice on Tax in question would have had to have been paid to the Sellers requesting paymentrelevant Taxation Authority in order to prevent a liability to interest or a fine, surcharge or penalty from arising in respect of the Liability for Taxation in question; or 3.1.2 in the case (b) that falls within paragraph (d) of the loss definition of a right to repayment of Tax or a liability under paragraph 2.1.6 seven business days following the date on which the Buyer serves notice on the Sellers requesting payment; or 3.1.3 in a case that involves the loss of a Relief (other than a right to repayment of Tax)Liability for Taxation, the last date upon on which the Tax is or would have been required to be paid to the relevant Taxation Authority in respect of the earlier of 3.1.3.1 the period in which the Loss of the Relief gives rise to an actual liability to pay tax; or 3.1.3.2 the period in which the Loss of the Relief occurs (assuming for this purpose that the Company had sufficient profits or was otherwise in a position to use the Relief);; or 3.1.4 in a case (c) that falls within paragraph 3.1.3 (e) of the definition of Liability for Taxation, the date upon on which the repayment was due from the relevant Taxation Authority; or (d) that falls within paragraph (f) of the definition of Liability for Taxation, the date on which the Tax saved by the Company is or would have been required to be paid to the relevant Taxation Authority. 3.2 Any dispute as to the amount specified in any notice served on the Sellers under paragraph 3.1.2 to paragraph 3.1.4 shall be determined by the auditors of the Company for the time being, acting as experts and not as arbitrators (the costs of that determination being shared equally by the Sellers and the Buyer). 3.3 14.2 If any sums required to be paid by the Sellers Warrantors under this Tax Covenant are not paid on the date specified in paragraph 3.1, Due Date then, except to the extent that the Warrantors´ liability of the Sellers under paragraph 2 compensates the Buyer for the late payment by virtue of it extending to interest and penalties, such sums shall bear interest (which shall accrue from day to day after as well as before any judgment for the same) at the rate of 42% per annum over the base rate from time to time of Barclays Bank PLC plc or (in the absence thereof) at such similar rate as the Buyer shall select selects from the day following the Due Date up to and including the day of actual payment of such sums, such interest to be compounded quarterly.

PAYMENT DATE AND INTEREST. 3.1 Payment by 4.1 Where Nobbs and W▇▇▇▇▇▇▇ are liable to make any payment under paragraph 2 (including any payment pursuant to paragraph 3), the Sellers due date for the making of that payment (Due Date) shall be the earlier of the date falling ten days after the Purchaser has served a notice on Nobbs and W▇▇▇▇▇▇▇ demanding that payment and in respect of any liability under this Schedule 7 must be made in cleared and immediately available funds on the following daysa case: 3.1.1 in the case of a Liability for Taxation (a) that involves an actual payment of or in respect of TaxTax by the Company (including any payment pursuant to paragraph 3), the later of seven business days before the due date for payment and seven business days after the date on which the Buyer serves notice on Tax in question would have had to have been paid to the Sellers requesting paymentrelevant Taxation Authority in order to prevent a liability to interest or a fine, surcharge or penalty from arising in respect of the Liability for Taxation in question; or 3.1.2 in the case (b) that falls within paragraph 2.1(a) of the loss definition of a right to repayment of Tax or a liability under paragraph 2.1.6 seven business days following the date on which the Buyer serves notice on the Sellers requesting payment; or 3.1.3 in a case that involves the loss of a Relief (other than a right to repayment of Tax)Liability for Taxation, the last date upon on which the Tax is or would have been required to be paid to the relevant Taxation Authority in respect of the earlier of 3.1.3.1 the period in which the Loss of the Relief gives rise to an actual liability to pay tax; or 3.1.3.2 the period in which the Loss of the Relief occurs (assuming for this purpose that the Company had sufficient profits or was otherwise in a position to use the Relief);; or 3.1.4 in a case (c) that falls within paragraph 3.1.3 2.1(b) of the definition of Liability for Taxation, the date upon on which the repayment was due from the relevant Taxation Authority; or (d) that falls within paragraph 2.1(c) of the definition of Liability for Taxation, the date on which the Tax saved by the Company is or would have been required to be paid to the relevant Taxation Authority; or (e) that falls within paragraph 2.1(d) of the definition of Liability for Taxation not later than the fifth day before the day on which the Company is due to make the payment or repayment. 3.2 4.2 Any dispute as to the amount specified in any notice served on the Sellers Nobbs and W▇▇▇▇▇▇▇ under paragraph 3.1.2 4.1(b) to paragraph 3.1.4 4.1(e) shall be determined by the auditors of the Company for the time being, acting as experts and not as arbitrators (“Adjudicator”) (the costs fees and other expenses of that determination being shared equally such Adjudicator shall be paid by the Sellers and party whose determination of such amount most diverges from the Buyerdetermination of the Adjudicator). 3.3 4.3 If any sums required to be paid by the Sellers Nobbs and W▇▇▇▇▇▇▇ under this Tax Covenant are not paid on the date specified in paragraph 3.1, Due Date then, except to the extent that Nobbs and W▇▇▇▇▇▇▇’▇ liability of the Sellers under paragraph 2 compensates the Buyer Purchaser for the late payment by virtue of it extending to interest and penalties, such sums shall bear interest (which shall accrue from day to day after as well as before any judgment for the same) at the rate of 45.0% per annum over the base rate from time to time of Barclays Bank PLC or (in the absence thereof) at such similar rate as the Buyer shall select above LIBOR from the day following the Due Date up due date to and including the day of actual payment of such sumssum, such compounded quarterly. Such interest shall be paid on the demand of the Purchaser. 4.4 All sums payable by Nobbs and W▇▇▇▇▇▇▇ under this Tax Covenant shall be made in full without any set off or counterclaim howsoever arising. 4.5 All sums payable by Nobbs and W▇▇▇▇▇▇▇ under this Tax Covenant shall be paid free and clear of all deductions or withholdings whatsoever, save as required by law. If any deduction or withholding is required by law to be compounded quarterlymade from any sums payable by Nobbs and W▇▇▇▇▇▇▇ under this Tax Covenant, Nobbs and W▇▇▇▇▇▇▇ shall pay such additional amount as will, after such deduction or withholding has been made, leave the Purchaser with the full amount which would have been received by it had no such deduction or withholding been required to be made. 4.6 If any sum paid to the Purchaser in respect of an obligation of Nobbs and W▇▇▇▇▇▇▇ under this Tax Covenant (including in circumstances where any Purchaser’s Relief is available in respect of such charge to Tax) is required by law to be brought into charge to Tax, then Nobbs and W▇▇▇▇▇▇▇ shall pay such additional amount as shall be required to ensure that the total amount paid, less the Tax chargeable on such amount (or that would be so chargeable but for such Purchaser’s Relief), is equal to the amount that would otherwise be payable. 4.7 Paragraph 4.6 shall apply in respect of any amount deducted or withheld as contemplated by paragraph 4.5 as it applies to sums paid to the Purchaser, save to the extent that in computing the Tax chargeable the Purchaser is able to obtain a credit for the amount deducted or withheld. 4.8 All sums payable under this Tax Covenant are (unless expressly stated otherwise) exclusive of any applicable VAT.

PAYMENT DATE AND INTEREST. 3.1 Payment by Where the Sellers in respect are liable to make any payment under paragraph 2 (including any payment pursuant to paragraph 2.1(e)), the due date for the making of any liability under this Schedule 7 must that payment (Due Date) shall be made in cleared and immediately available funds the earlier of the date falling seven days after the Buyer has served a notice on the following daysSellers demanding that payment and in a case: 3.1.1 in the case of a Liability for Taxation (a) that involves an actual payment of or in respect of TaxTax by the Company (including any payment pursuant to paragraph 2.1(e)), the later of seven business days before the due date for payment and seven business days after the date on which the Buyer serves notice on Tax in question would have had to have been paid to the Sellers requesting paymentrelevant Taxation Authority in order to prevent a liability to interest or a fine, surcharge or penalty from arising in respect of the Liability for Taxation in question; or 3.1.2 in the case (b) that falls within paragraph 1.1(a) of the loss definition of a right to repayment of Tax or a liability under paragraph 2.1.6 seven business days following the date on which the Buyer serves notice on the Sellers requesting payment; or 3.1.3 in a case that involves the loss of a Relief (other than a right to repayment of Tax)Liability for Taxation, the last date upon on which the Tax is or would have been required to be paid to the relevant Taxation Authority in respect of the earlier of 3.1.3.1 the period in which the Loss of the Relief gives rise to an actual liability to pay tax; or 3.1.3.2 the period in which the Loss of the Relief occurs (assuming for this purpose that the Company had sufficient profits or was otherwise in a position to use the Relief);; or 3.1.4 in a case (c) that falls within paragraph 3.1.3 1.1(b) of the definition of Liability for Taxation, the date upon on which the repayment was due from the relevant Taxation Authority; or (d) that falls within paragraph 1.1(c) of the definition of Liability for Taxation, the date on which the Tax saved by the Company is or would have been required to be paid to the relevant Taxation Authority; or (e) that falls within paragraph 1.1(d) of the definition of Liability for Taxation not later than the fifth day before the day on which the Company is due to make the payment or repayment. 3.2 Any dispute as to the amount specified in any notice served on the Sellers under paragraph 3.1.2 3.1(b) to paragraph 3.1.4 3.1(e) shall be determined by the auditors of the Company for the time being, acting as experts and not as arbitrators (the costs of that determination being shared equally by the Sellers and the Buyer). 3.3 If any sums required to be paid by the Sellers under this Tax Covenant are not paid on the date specified in paragraph 3.1, Due Date then, except to the extent that the Sellers’ liability of the Sellers under paragraph 2 compensates the Buyer for the late payment by virtue of it extending to interest and penalties, such sums shall bear interest (which shall accrue from day to day after as well as before any judgment for the same) at the rate of 42% per annum over the base rate from time to time of Barclays Bank PLC plc or (in the absence thereof) at such similar rate as the Buyer shall select selects from the day following the Due Date up to and including the day of actual payment of such sums, such interest to be compounded quarterly.

PAYMENT DATE AND INTEREST. 3.1 Payment by Where P▇▇▇ ▇▇▇▇▇▇▇ is liable to make any payment under paragraph 2 (including any payment pursuant to paragraph 2.1(e)), the Sellers due date for the making of that payment (Due Date) shall be the later of the date falling seven Business Days after the Buyer has served a notice on P▇▇▇ ▇▇▇▇▇▇▇ demanding that payment and in respect of any liability under this Schedule 7 must be made in cleared and immediately available funds on the following daysa case: 3.1.1 in the case of a Liability for Taxation (a) that involves an actual payment of or in respect of TaxTax by the Company, the later of seven business days before the due date for payment and seven business days after the date on which the Buyer serves notice on Tax in question would have had to have been paid to the Sellers requesting paymentrelevant Taxation Authority in order to prevent a liability to interest or a fine, surcharge or penalty from arising in respect of the Liability for Taxation in question; or 3.1.2 in the case (b) that falls within paragraph 1.1(a) of the loss definition of a right to repayment of Tax or a liability under paragraph 2.1.6 seven business days following the date on which the Buyer serves notice on the Sellers requesting payment; or 3.1.3 in a case that involves the loss of a Relief (other than a right to repayment of Tax)Liability for Taxation, the last date upon on which the Tax is or would have been required to be paid to the relevant Taxation Authority in respect of the earlier of 3.1.3.1 the period in which the Loss of the Relief gives rise to an actual liability to pay taxoccurs; or 3.1.3.2 the period in which the Loss of the Relief occurs (assuming for this purpose that the Company had sufficient profits or was otherwise in a position to use the Relief); 3.1.4 in a case c) that falls within paragraph 3.1.3 1.1(b) of the definition of Liability for Taxation, the date upon on which the repayment was due from the relevant Taxation Authority; or (d) that falls within paragraph 1.1(c) of the definition of Liability for Taxation, the date on which the Tax saved by the Company is or would have been required to be paid to the relevant Taxation Authority; or (e) that falls within paragraph 1.1(d)of the definition of Liability for Taxation (liability for indemnity, guarantee or covenant payment) of the definition of Liability for Taxation, not later than the fifth day before the day on which the Company is due to make the payment or repayment. 3.2 Any dispute as to the amount specified in any notice served on the Sellers P▇▇▇ ▇▇▇▇▇▇▇ under paragraph 3.1.2 3.1(b) to paragraph 3.1.4 3.1(e) shall be determined by the auditors accountants of the Company for the time being, acting as experts and not as arbitrators (the costs of that determination being shared equally by the Sellers P▇▇▇ ▇▇▇▇▇▇▇ and the Buyer). 3.3 If any sums required to be paid by the Sellers P▇▇▇ ▇▇▇▇▇▇▇ under this Tax Covenant are not paid on the date specified in paragraph 3.1, Due Date then, except to the extent that P▇▇▇ ▇▇▇▇▇▇▇'▇ liability of the Sellers under paragraph 2 compensates the Buyer for the late payment by virtue of it extending to interest and penalties, such sums shall bear interest (which shall accrue from day to day after as well as before any judgment for the same) at the rate of 42% per annum over the base rate from time to time of Barclays National Westminster Bank PLC plc or (in the absence thereof) at such similar rate as the Buyer shall select selects from the day following the Due Date up to and including the day of actual payment of such sums, such interest to be compounded quarterly.

PAYMENT DATE AND INTEREST. 3.1 Payment by Where the Sellers in respect are liable to make any payment under paragraph 2 (including any payment pursuant to paragraph 2.1(e)), the due date for the making of any liability under this Schedule 7 must that payment (DUE DATE) shall be made in cleared and immediately available funds the earlier of the date falling seven days after the Buyer has served a notice on the following daysSellers demanding that payment and in a case: 3.1.1 in the case of a Liability for Taxation (a) that involves an actual payment of or in respect of TaxTax by the Company (including any payment pursuant to paragraph 2.1(e)), the later of seven business days before the due date for payment and seven business days after the date on which the Buyer serves notice on Tax in question would have had to have been paid to the Sellers requesting paymentrelevant Taxation Authority in order to prevent a liability to interest or a fine, surcharge or penalty from arising in respect of the Liability for Taxation in question; or 3.1.2 in the case (b) that falls within paragraph (a) of the loss definition of a right to repayment of Tax or a liability under paragraph 2.1.6 seven business days following the date on which the Buyer serves notice on the Sellers requesting payment; or 3.1.3 in a case that involves the loss of a Relief (other than a right to repayment of Tax)Liability for Taxation, the last date upon on which the Tax is or would have been required to be paid to the relevant Taxation Authority in respect of the earlier of 3.1.3.1 the period in which the Loss of the Relief gives rise to an actual liability to pay tax; or 3.1.3.2 the period in which the Loss of the Relief occurs (assuming for this purpose that the Company had sufficient profits or was otherwise in a position to use the Relief);; or 3.1.4 in a case (c) that falls within paragraph 3.1.3 (b) of the definition of Liability for Taxation, the date upon on which the repayment was due from the relevant Taxation Authority; or (d) that falls within paragraph (c) of the definition of Liability for Taxation, the date on which the Tax saved by the Company is or would have been required to be paid to the relevant Taxation Authority; or (e) that falls within paragraph (d) of the definition of Liability for Taxation not later than the fifth day before the day on which the Company or the relevant Subsidiary is due to make the payment or repayment. 3.2 Any dispute as to the amount specified in any notice served on the Sellers under paragraph 3.1.2 3.1(b) to paragraph 3.1.4 shall be determined by the auditors of the Company for the time being, acting as experts and not as arbitrators (the costs of that determination being shared equally by the Sellers and the Buyer). 3.3 If any sums required to be paid by the Sellers under this Tax Covenant are not paid on the date specified in paragraph 3.1, then, except to the extent that liability of the Sellers under paragraph 2 compensates the Buyer for the late payment by virtue of it extending to interest and penalties, such sums shall bear interest (which shall accrue from day to day after as well as before any judgment for the same) at the rate of 4% per annum over the base rate from time to time of Barclays Bank PLC or (in the absence thereof) at such similar rate as the Buyer shall select from the day following the Due Date up to and including the day of actual payment of such sums, such interest to be compounded quarterly.

PAYMENT DATE AND INTEREST. 3.1 Payment by Where any of the Sellers in respect of are liable to make any liability payment under this Schedule 7 must paragraph 2 (including any payment pursuant to paragraph 2.1(e)), the payment shall be made in cleared funds and immediately available funds the due date for the making of that payment (“Due Date”) shall be the later of the date falling five (5) Business Days after the Purchaser has served a notice on the following daysrelevant Seller demanding that payment and in a case: 3.1.1 in the case of a Liability for Taxation (a) that involves an actual payment of or in respect of Tax, the later of seven business days Tax three (3) Business Days before the due date for payment and seven business days after the date on which the Buyer serves notice on Tax in question would have had to have been paid to the Sellers requesting paymentrelevant Taxation Authority in order to prevent a liability to interest or a fine, surcharge or penalty from arising in respect of the Liability for Taxation in question; or 3.1.2 in the case (b) that falls within paragraph (a) of the loss definition of a right to repayment of Tax or a liability under paragraph 2.1.6 seven business days following the date on which the Buyer serves notice on the Sellers requesting payment; or 3.1.3 in a case that involves the loss of a Relief (other than a right to repayment of Tax)Liability for Taxation, the last date upon which the Tax is or would have been required to be paid to the relevant Taxation Authority in respect of the earlier of 3.1.3.1 the period in which the Loss of the Relief gives rise to an actual liability to pay tax; or 3.1.3.2 the period in which the Loss of the Relief occurs (assuming for this purpose that the relevant Target Company had sufficient profits or was otherwise in a position to use the Relief);; or 3.1.4 in a case (c) that falls within paragraph 3.1.3 (b) of the definition of Liability for Taxation, the date upon which the repayment was due from the relevant Taxation Authority; or (d) that falls within paragraph (c) of the definition of Liability for Taxation, the date upon which the Tax saved by the relevant Target Company is or would have been required to be paid to the relevant Taxation Authority; or (e) that falls within paragraph (d) of the definition of Liability for Taxation not later than the third Business Day before the day on which the relevant Target Company is due to make the payment; or (f) that falls within paragraph 2.1(e), three (3) Business Days before the costs and expenses are due to be paid. 3.2 Any dispute as to the amount specified in any notice served on the Sellers relevant Seller under paragraph 3.1.2 3.1(b) to paragraph 3.1.4 3.1(d) shall be determined by the auditors of the relevant Target Company for the time being, acting as experts and not as arbitrators (the costs of that determination being shared equally by the Sellers relevant Seller and the BuyerPurchaser). 3.3 If any sums required to be paid by any of the Sellers under this Tax Covenant are not paid on the date specified in paragraph 3.1Due Date, then, except to the extent that the relevant Seller’s liability of the Sellers under paragraph 2 compensates the Buyer Purchaser for the late payment by virtue of it extending to interest and penalties, such sums shall bear interest (which shall accrue from day to day after as well as before any judgment for the same) at the rate of 4% per annum over the base rate from time to time of Barclays Bank PLC or (in the absence thereof) at such similar rate as the Buyer shall select Default Interest from the day following the Due Date up to and including the day of actual payment of such sums, such interest to be compounded quarterly.

PAYMENT DATE AND INTEREST. 3.1 Payment by the Sellers Seller in respect of any liability under this Schedule 7 must be made in cleared and immediately available funds on the following days: 3.1.1 (a) in the case of a Liability for Taxation that involves an actual payment of or in respect of Tax, the later of seven business days fourteen Business Days before the due date for payment and seven business days 14 Business Days after the date on which the Buyer serves notice on the Sellers Seller requesting payment; or 3.1.2 (b) in the case of the loss of a right to repayment of Tax or a liability under paragraph 2.1.6 2.1(f)(iv), seven business days Business Days following the date on which the Buyer serves notice on the Sellers Seller requesting payment; or 3.1.3 (c) in a case that involves the loss of a Relief (other than a right to repayment of Tax), the last date upon which the Tax is or would have been required to be paid to the relevant Taxation Authority in respect of the earlier of: 3.1.3.1 (i) the period in which the Loss of the Relief gives rise to an actual liability to pay tax; or 3.1.3.2 (ii) the period in which the Loss of the Relief occurs (assuming for this purpose that the Company had sufficient profits or was otherwise in a position to use the Relief); 3.1.4 (d) in a case that falls within paragraph 3.1.3 (c) of the definition of Liability for Taxation, the date upon which the Tax saved by the Company is or would have been required to be paid to the relevant Taxation AuthorityAuthority but for the use of the Buyer’s Relief. 3.2 If the Liability for Taxation is a liability to corporation tax payable by instalments in accordance with the Corporation Tax (Instalment Payments) Regulations 1998 (SI 1998/3175): (a) the notice served by the Buyer on the Seller under paragraph 3.1 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 (b) the due dates for payment of the tax in paragraph 3.1(a) to paragraph 3.1(d) shall be the due dates for payment of each of the instalments. 3.3 Any dispute as to the amount specified in any notice served on the Sellers Seller under paragraph 3.1.2 3.1(b) to paragraph 3.1.4 3.1(d) shall be determined by the auditors tax advisers of the Company for the time being, acting as experts and not as arbitrators (the costs of that determination being shared shares equally by the Sellers Seller and the Buyer). 3.3 3.4 If any sums required to be paid by the Sellers Seller under this Tax Covenant are not paid on the date specified in paragraph 3.1, then, except to the extent that the Seller’s liability of the Sellers under paragraph 2 compensates the Buyer for the late payment by virtue of it extending to interest and penalties, such sums shall bear interest (which shall accrue from day to day after as well as before any judgment for the same) at the rate of 43% per annum over the base rate from time to time of Barclays HSBC Bank PLC plc or (in the absence thereof) at such similar rate as the Buyer shall select from the day following the Due Date up to and including the day of actual payment of such sums, such interest to be compounded quarterly.

PAYMENT DATE AND INTEREST. 3.1 Payment by 4.1 Where the Sellers in respect Seller is liable to make any payment under paragraph 3 (including any payment pursuant to paragraph 3(f)), the due date for the making of any liability under this Schedule 7 must that payment (Due Date) shall be made in cleared and immediately available funds the later of the date falling seven days after the Buyer has served a written notice on the following daysSeller demanding that payment and in a case: 3.1.1 in the case of a Liability for Taxation (a) that involves an actual payment of or in respect of TaxTax (including any payment pursuant to paragraph 3(f)) by the Company, the later of seven business date which is 5 days before the due date for payment and seven business days after the prior to that date on which the Buyer serves notice on Tax in question would have had to have been paid to the Sellers requesting paymentrelevant Taxation Authority in order to prevent a liability to interest or a fine, surcharge or penalty from arising in respect of the Liability for Taxation in question; or 3.1.2 in the case (b) that falls within paragraph 2.1(a) of the loss definition of a right Liability to repayment of Tax or a liability under paragraph 2.1.6 seven business days following the date on which the Buyer serves notice on the Sellers requesting payment; or 3.1.3 in a case that involves the loss of a Relief (other than a right to repayment of Tax)Taxation, the last date upon which the Tax is or would have been required to be paid to the relevant Taxation Authority in respect of the earlier of 3.1.3.1 the period in which the Loss Company is deprived of the Relief gives rise to an actual liability to pay taxbenefit of using the Relief; or 3.1.3.2 the period in which the Loss of the Relief occurs (assuming for this purpose that the Company had sufficient profits or was otherwise in a position to use the Relief); 3.1.4 in a case c) that falls within paragraph 3.1.3 2.1(b) of the definition of Liability for to Taxation, the date upon which the repayment was due from the relevant Taxation Authority; or (d) that falls within paragraph 2.1(c) of the definition of Liability to Taxation, the date upon which the Tax saved by the Company is or would have been required to be paid to the relevant Taxation Authority; or (e) that falls within paragraph 2.1(e) of the definition of Liability for Taxation (loss of payment rights relating to the surrender of group relief), not later than the day on which the right to a payment or other consideration is lost. 3.2 Any dispute as to the amount specified in any notice served on the Sellers under paragraph 3.1.2 to paragraph 3.1.4 shall be determined by the auditors of the Company for the time being, acting as experts and not as arbitrators (the costs of that determination being shared equally by the Sellers and the Buyer). 3.3 4.2 If any sums required to be paid by the Sellers Seller under this Tax Covenant are not paid on the date specified in paragraph 3.1Due Date, then, except to the extent that the Seller’s liability of the Sellers under paragraph 2 3 compensates the Buyer for the late payment by virtue of it extending to interest and penalties, such sums shall bear interest (which shall accrue from day to day after as well as before any judgment judgement for the same) at the rate of 42% per annum over the base rate from time to time of Barclays Bank PLC plc or (in the absence thereof) at such similar rate as the Buyer shall select from the day following the Due Date up to and including the day of actual payment of such sums, such interest to be compounded quarterly.

PAYMENT DATE AND INTEREST. 3.1 Payment by Where the Sellers in respect are liable to make any payment under paragraph 2 (including any payment pursuant to paragraph 2.1(f), the due date for the making of any liability under this Schedule 7 must that payment (Due Date) shall be made in cleared and immediately available funds the earlier of the date falling seven days after the Buyer has served a notice on the following daysSellers demanding that payment and in a case: 3.1.1 in the case of a Liability for Taxation (a) that involves an actual payment of Tax by the Company or in respect any of Taxthe Subsidiaries (including any payment pursuant to paragraph 2.1 (f), the later of seven business days before the due date for payment and seven business days after the date on which the Buyer serves notice on Tax in question would have had to have been paid to the Sellers requesting paymentrelevant Taxation Authority in order to prevent a liability to interest or a fine, surcharge or penalty from arising in respect of the Liability for Taxation in question; or 3.1.2 in the case (b) that falls within paragraph 1.1(a) of the loss definition of a right to repayment of Tax or a liability under paragraph 2.1.6 seven business days following the date on which the Buyer serves notice on the Sellers requesting payment; or 3.1.3 in a case that involves the loss of a Relief (other than a right to repayment of Tax)Liability for Taxation, the last date upon on which the Tax is or would have been required to be paid to the relevant Taxation Authority in respect of the earlier of 3.1.3.1 the period in which the Loss of the Relief gives rise to an actual liability to pay tax; or 3.1.3.2 the period in which the Loss of the Relief occurs (assuming for this purpose that the Company or the relevant Subsidiary had sufficient profits or was otherwise in a position to use the Relief);; or 3.1.4 in a case (c) that falls within paragraph 3.1.3 1.1(b) of the definition of Liability for Taxation, the date upon on which the repayment was due from the relevant Taxation Authority; or (d) that falls within paragraph 1.1(c) of the definition of Liability for Taxation, the date on which the Tax saved by the Company or the relevant Subsidiary is or would have been required to be paid to the relevant Taxation Authority; or (e) that falls within paragraph 1.1(d) of the definition of Liability for Taxation not later than the fifth day before the day on which the Company or the relevant Subsidiary is due to make the payment or repayment. 3.2 Any dispute as to the amount specified in any notice served on the Sellers under paragraph 3.1.2 3.1(b) to paragraph 3.1.4 3.1(e) shall be determined by the auditors of the Company or the relevant Subsidiary for the time being, acting as experts and not as arbitrators (the costs of that determination being shared equally by the Sellers and the Buyer). 3.3 If any sums required to be paid by the Sellers under this Tax Covenant are not paid on the date specified in paragraph 3.1, Due Date then, except to the extent that the Sellers’ liability of the Sellers under paragraph 2 compensates the Buyer for the late payment by virtue of it extending to interest and penalties, such sums shall bear interest (which shall accrue from day to day after as well as before any judgment for the same) at the rate of 42% per annum over the base rate from time to time of Barclays Royal Bank PLC of Scotland plc or (in the absence thereof) at such similar rate as the Buyer shall select selects from the day following the Due Date up to and including the day of actual payment of such sums, such interest to be compounded quarterly.

PAYMENT DATE AND INTEREST. 3.1 Payment by Where the Sellers in respect of Seller is liable to make any liability payment under this Schedule 7 must schedule, the due date for the making of that payment (the “Due Date”) shall be made in cleared and immediately available funds the later of the date falling five Business Days after the Buyer has served a written notice on the following daysSeller demanding that payment and: 3.1.1 in the any case of a Liability for Taxation that involves an actual payment of or in respect Tax (including any payment pursuant to paragraph 1.4 of Taxpart 3 of this schedule), the later date falling two Business Days before the last date on which the Tax in question must be paid to the relevant Taxation Authority or person entitled to the payment (after taking into account any postponement of seven business days before the due date for payment and seven business days after the date on which the Buyer serves notice on the Sellers requesting paymentis obtained) in order to avoid incurring a liability to interest or a charge fine or penalty; or 3.1.2 in the case of the loss of a right to repayment of Tax or a liability under paragraph 2.1.6 seven business days following the date on which the Buyer serves notice on the Sellers requesting payment; or 3.1.3 in a any case that involves the loss a Liability for Taxation falling within paragraph 1.4.2 of a Relief (other than a right to repayment part 1 of Tax), this schedule the last date upon which the Tax Taxation is or would have been required to be paid to the relevant Taxation Authority in respect of the earlier of 3.1.3.1 the period in which the Loss of the Relief gives rise to an actual liability to pay tax; or 3.1.3.2 the period in which the Loss of the Relief occurs (assuming for this purpose or, if the Relief that the Company had sufficient profits or was otherwise in is lost is a position right to use the Relief); 3.1.4 in a case that falls within paragraph 3.1.3 repayment of the definition of Liability for TaxationTax, the date upon which the repayment of Tax would have actually been received; or 3.1.3 in any case that involves a Liability for Taxation falling within paragraph 1.4.3 of part 1 of this schedule the date upon which the Taxation saved by the Company is or would have been required to be paid to the relevant Taxation Authority; or 3.1.4 in any case that involves a Liability for Taxation falling within paragraph 1.4.4 of part 1 of this schedule not later than the fifth day before the day on which the Company is due to make the payment or repayment. 3.2 Any dispute as to the amount specified in any notice served on the Sellers under paragraph 3.1.2 to paragraph 3.1.4 shall be determined by the auditors of the Company for the time being, acting as experts and not as arbitrators (the costs of that determination being shared equally by the Sellers and the Buyer). 3.3 If any sums required to be paid by the Sellers Seller under this Tax Covenant schedule are not paid on the date specified in paragraph 3.1Due Date, then, except to the extent that the Seller’s liability under part 2 of the Sellers under paragraph 2 this schedule compensates the Buyer for the late payment by virtue of it extending to interest and penalties, such sums shall bear interest (which shall accrue from day to day after as well as before any judgment for the same) at the rate of 4% 2 per cent per annum over the base rate from time to time of Barclays Bank PLC Plc or (in the absence thereof) at such similar rate as the Buyer shall select from the day following the Due Date up to and including the day of actual payment of such sums, sums such interest to be compounded quarterly.

PAYMENT DATE AND INTEREST. 3.1 Payment by Where the Sellers in respect are liable to make any payment under paragraph 2 (including any payment pursuant to paragraph 2.1(e)), the due date for the making of any liability under this Schedule 7 must that payment (Due Date) shall be made in cleared and immediately available funds the earlier of the date falling seven days after the Buyer has served a notice on the following daysSellers demanding that payment and in a case: 3.1.1 in the case of a Liability for Taxation (a) that involves an actual payment of or in respect of TaxTax by the Company (including any payment pursuant to paragraph 2.1(e)), the later of seven business days before the due date for payment and seven business days after the date on which the Buyer serves notice on Tax in question would have had to have been paid to the Sellers requesting paymentrelevant Taxation Authority in order to prevent a liability to interest or a fine, surcharge or penalty from arising in respect of the Liability for Taxation in question; or 3.1.2 in the case (b) that falls within paragraph 1.1(a) of the loss definition of a right to repayment of Tax or a liability under paragraph 2.1.6 seven business days following the date on which the Buyer serves notice on the Sellers requesting payment; or 3.1.3 in a case that involves the loss of a Relief (other than a right to repayment of Tax)Liability for Taxation, the last date upon on which the Tax is or would have been required to be paid to the relevant Taxation Authority in respect of the earlier of 3.1.3.1 the period in which the Loss of the Relief gives rise to an actual liability to pay tax; or 3.1.3.2 the period in which the Loss of the Relief occurs (assuming for this purpose that the Company had sufficient profits or was otherwise in a position to use the Relief);; or 3.1.4 in a case (c) that falls within paragraph 3.1.3 1.1(b) of the definition of Liability for Taxation, the date upon on which the repayment was due from the relevant Taxation Authority; or (d) that falls within paragraph 1. 1(c) of the definition of Liability for Taxation, the date on which the Tax saved by the Company is or would have been required to be paid to the relevant Taxation Authority; or (e) that falls within paragraph 1.1(d) of the definition of Liability for Taxation not later than the fifth day before the day on which the Company is due to make the payment or repayment. 3.2 Any dispute as to the amount specified in any notice served on the Sellers under paragraph 3.1.2 3.1(b) to paragraph 3.1.4 3.1(e) shall be determined by the auditors of the Company for the time being, acting as experts and not as arbitrators (the costs of that determination being shared equally by the Sellers and the Buyer). 3.3 If any sums required to be paid by the Sellers under this Tax Covenant are not paid on the date specified in paragraph 3.1, Due Date then, except to the extent that the Sellers, liability of the Sellers under paragraph 2 compensates the Buyer for the late payment by virtue of it extending to interest and penalties, such sums shall bear interest (which shall accrue from day to day after as well as before any judgment for the same) at the rate of 42% per annum over the base rate from time to time of Barclays Bank PLC plc or (in the absence thereof) at such similar rate as the Buyer shall select selects from the day following the Due Date up to and including the day of actual payment of such sums, such interest to be compounded quarterly.