Common use of Payments and Interest Clause in Contracts

Payments and Interest. 16.1 Subject to clause 16.3, payments to be made to the Seller under this Agreement (other than through the issue of Loan Notes, in relation to which payment shall be as provided in the relevant Loan Note Instrument) shall be made in pounds sterling by telegraphic transfer of immediately available funds to such account as is notified in writing to the Buyer from time to time on at least three Business Days' notice. 16.2 Subject to clause 16.3, payments to be made to the Buyer under this Agreement shall be made in pounds sterling by telegraphic transfer of immediately available funds to such account as is notified in writing from time to time to the Seller at least three Business Days' notice. 16.3 Payment of any sum to a party's solicitors will discharge the obligations of the relevant party to pay the sum in question, and that party shall not be concerned to see the application of the monies so paid. 16.4 Interest shall accrue on any amount not paid on the due date for payment pursuant to this Agreement at the rate of 2% above the base rate for the time being of Barclays Bank plc. 16.5 Each payment to be made by the Seller under this Agreement shall be made free and clear of all deductions, withholdings, counterclaims or set-off of any kind except for those required by law. 16.6 In the event that: 16.6.1 any deduction or withholding is required by law to be made from any sum payable by the Seller to the Buyer under this Agreement, the Seller shall be obliged to pay such increased sum as will, after the deduction or withholding has been made, leave the Buyer with the same amount as it would have been entitled to receive in the absence of such requirement to make a deduction or withholding; and 16.6.2 any sum paid or payable to the Buyer under this Agreement (the “original sum”) is or will be chargeable to Tax, the Seller shall be obliged to pay such sum as will ensure that, after payment of the Tax, there shall be left an amount equal to the original sum and for these purposes a sum shall be regarded as chargeable to Tax in circumstances where it would have been chargeable to Tax but for some Relief available to the Buyer; 16.6.3 the Seller makes an increased payment pursuant to paragraph 16.6.1 or 16.

Payments and Interest. 16.1 Subject to clause 16.3, payments 12.1 Payments to be made to the Seller Sellers under this Agreement (other than through the issue of Loan Notes, in relation to which payment shall be as provided in the relevant Loan Note Instrument) shall be made in pounds sterling US$ by telegraphic transfer of immediately available funds to such the following account of the Sellers’ Solicitors: Bank: Barclays Bank plc, 0-0 Xxxxxxx Xxxxxx, Xxxxxx X0X 0XX Sort code: 20-36-47 Account name: XX Xxxxxx LLP US$ Client Account Account number: 00000000 Swift Code: XXXXXX00 IBAN Code: XX00 XXXX 0000 0000 000000 or as is the case may be to any US$ account of the Off-shore Solicitors notified in writing to by the Buyer from time by the Sellers' Representative no less than three Business Days before the Completion Date, or in either case to time on any other account of which the Sellers' Representatives give the Buyer at least three Business Days' noticenotice from time to time. 16.2 Subject 12.2 Payments to clause 16.3, payments be made into the Escrow Account shall be made in US$ by telegraphic transfer of immediately available funds. 12.3 Payments to be made to the Buyer under this Agreement shall be made in pounds sterling US$ by telegraphic transfer of immediately available funds to such any account as is notified in writing from time to time to of which the Seller Buyer gives the Sellers' Representatives at least three Business Days' noticenotice from time to time. 16.3 Payment 12.4 The payment of any sum to a party's solicitors the Sellers' Solicitors or the Off-shore Solicitors by or on behalf of the Buyer will discharge the obligations of the relevant party Buyer to pay the sum in question, and that party the Buyer shall not be concerned to see the application of the monies so paid, whether to determine that it has been so paid in accordance with the provisions of the Articles dealing with sale preference, or otherwise. 16.4 12.5 Interest shall accrue on any amount monies which are not paid on when due under this Agreement from the due date for payment pursuant to this Agreement (or, if there is no due date for payment, from the date payment is demanded) until the date of actual payment at the rate of 2% 2 per cent above the base rate for the time being of Barclays Bank plc. Such interest shall accrue on a daily basis, both before and after judgment, and be compounded quarterly and be payable on demand. 16.5 12.6 Each payment to be made by the Seller Sellers under this Agreement shall be made free and clear of all deductions, withholdings, counterclaims or set-off of any kind except for those required by law. 16.6 In the event that: 16.6.1 any deduction or withholding is required by law to be made from any sum payable by the Seller to the Buyer under this Agreement, the Seller shall be obliged to pay such increased sum as will, after the deduction or withholding has been made, leave the Buyer with the same amount as it would have been entitled to receive in the absence of such requirement to make a deduction or withholding; and 16.6.2 any sum paid or payable to the Buyer under this Agreement (the “original sum”) is or will be chargeable to Tax, the Seller shall be obliged to pay such sum as will ensure that, after payment of the Tax, there shall be left an amount equal to the original sum and for these purposes a sum shall be regarded as chargeable to Tax in circumstances where it would have been chargeable to Tax but for some Relief available to the Buyer; 16.6.3 the Seller makes an increased payment pursuant to paragraph 16.6.1 or 16.

Payments and Interest. 16.1 Subject to clause 16.3(a) The outstanding Principal Sum of the Loan, together with the accrued and unpaid interest thereon (at the rate set forth below), shall be due and payable in full on April 9, 2014 (the “Due Date”). (b) The unpaid Principal Sum of this Loan Agreement shall bear interest at the fixed rate of 11% per annum (the “Interest”). Interest shall be computed on the basis of the actual number of days elapsed and a year of 365 days. Interest shall be payable in arrears quarterly, with the first such payment being due and payable on May 15, 2009, and subsequent payments to be made being due and payable on the 15th day of February, May, August and November in each year (each, an “Interest Payment Date”). Interest which is not paid to the Seller under this Agreement Lender by the applicable Interest Payment Date (other than through the issue of Loan Notes, in relation to which payment shall be as provided in the relevant Loan Note Instrument“Late Interest”) shall be made in pounds sterling by telegraphic transfer of immediately available funds to such account as is notified in writing to the Buyer from time to time on at least three Business Days' notice. 16.2 Subject to clause 16.3, payments to be made to the Buyer under this Agreement shall be made in pounds sterling by telegraphic transfer of immediately available funds to such account as is notified in writing from time to time to the Seller at least three Business Days' notice. 16.3 Payment of any sum to a party's solicitors will discharge the obligations of the relevant party to pay the sum in question, and that party shall not be concerned to see the application of the monies so paid. 16.4 Interest shall accrue on any amount not paid on the due date for payment pursuant to this Agreement itself bear interest at the rate of 215% above per annum from the base rate for Interest Payment Date to the time being date of Barclays Bank plcpayment. 16.5 Each payment (c) For the purpose of the Interest Act (Canada) the yearly rate of interest to which each rate of interest per annum payable under this Loan Agreement is equivalent is such rate multiplied by a fraction, the numerator of which is the number of days in the relevant year of calculation and the denominator of which is 365. (d) Notwithstanding anything contained herein, in no event shall the aggregate “interest” (as defined in section 347 of the Criminal Code (Canada)) payable hereunder exceed the effective annual rate of interest on the “credit advanced” (as defined in that section) hereunder lawfully permitted by that section and, if any payment, demand or collection pursuant to this Loan Agreement in respect of “interest” (as defined in that section) is determined to be contrary to the provisions of that section, such payment or collection or demand shall be deemed to have been made by mutual mistake of the Seller under this Agreement Borrower and the Lender and the amount of such payment or collection shall be made free and clear of all deductions, withholdings, counterclaims or set-off of any kind except for those required by law. 16.6 In the event that: 16.6.1 any deduction or withholding is required by law to be made from any sum payable by the Seller refunded to the Buyer under this Agreement, the Seller shall be obliged to pay such increased sum as will, after the deduction or withholding has been made, leave the Buyer with the same amount as it would have been entitled to receive in the absence of such requirement to make a deduction or withholding; and 16.6.2 any sum paid or payable to the Buyer under this Agreement (the “original sum”) is or will be chargeable to Tax, the Seller shall be obliged to pay such sum as will ensure that, after payment of the Tax, there shall be left an amount equal to the original sum and for these purposes a sum shall be regarded as chargeable to Tax in circumstances where it would have been chargeable to Tax but for some Relief available to the Buyer; 16.6.3 the Seller makes an increased payment pursuant to paragraph 16.6.1 or 16Borrower.

Payments and Interest. 16.1 Subject to clause 16.3, payments 19.1 Payments to be made in cash to the Seller Sellers (or any of them) under this Agreement (other than through the issue of Loan Notes, in relation to which payment shall be as provided in the relevant Loan Note Instrument) shall be made in pounds sterling Euros by telegraphic electronic transfer of immediately available funds to such any single account as is notified in writing to of which the Sellers’ Representatives (acting jointly) give the Buyer at least three prior Business Days' written notice from time to time on at least three Business Days(the "Sellers' noticeAccount"). 16.2 Subject to clause 16.3, payments 19.2 Payments to be made in cash to the Buyer under this Agreement shall be made in pounds sterling Euros by telegraphic electronic transfer of immediately available funds to such the Buyer's Solicitors or to any other single account as is notified in writing of which the Buyer gives the Sellers’ Representatives at least three prior Business Days' written notice from time to time to the Seller at least three Business Days' noticetime. 16.3 19.3 Payment of any sum to a partythe Buyer's solicitors Solicitors or otherwise in accordance with clause 19.1 or clause 19.2 will discharge the obligations of the relevant paying party to pay the sum in question, question and that the paying party shall not be concerned to see the application of the monies so paid. 16.4 Interest shall accrue on any amount not paid on the due date for payment pursuant to this Agreement at the rate of 2% above the base rate for the time being of Barclays Bank plc. 16.5 Each payment 19.4 All payments to be made by the Seller under this Agreement shall be made free and clear of all deductions, withholdings, counterclaims or set-off of any kind except for those required by law. 16.6 In 19.5 If the event thatBuyer, the Parent, the New Parent Holdco or the Company has from time to time any obligation to account for any Tax arising in respect of or connection with any other Party in relation to any payment to be made to such other Party pursuant this Agreement (including pursuant to any Consideration Shares), or in relation to any other matter pursuant to this Agreement involving such Party (including any issue of Consideration Shares to any Seller or any shares in the New Parent Holdco which are issued to any Seller in exchange for the transfer to the New Parent Holdco of any Consideration Shares), the Buyer, the Parent, the New Parent Holdco or the Company shall be entitled, if and to the extent that the Buyer, the Parent, the New Parent Holdco or the Company has not otherwise recovered, or been made whole in respect of, such amount pursuant to this Agreement, to deduct or withhold an amount equal to such Tax from any payment to the receiving Party, provided that any such amount so deducted or withheld shall be treated as being received by the relevant receiving Party. 19.6 If: 16.6.1 (a) any deduction or withholding is required by law to be made from any sum payable by the Seller Sellers (or any of them) to the Parent, the Buyer or to the New Parent Holdco under this Agreement, the Sellers (or the relevant Seller as the case may be) shall be obliged to pay such increased sum as will, after the deduction or withholding has been made, leave the Parent, the Buyer or the New Parent Holdco with the same amount as it would have been entitled to receive in the absence of such requirement to make a deduction or withholding; and 16.6.2 (b) any sum paid or payable to the Parent, to the Buyer or to the New Parent Holdco under this Agreement (the “"original sum”") is or will be chargeable to Tax, the Sellers (or the relevant Seller as the case may be) shall be obliged to pay on demand such additional sum to the Parent, the Buyer or to the New Parent Holdco as will ensure that, after payment of the Tax, there shall be the Parent, the Buyer or the New Parent Holdco is left with an amount equal to the original sum sum, and for these purposes a sum shall be regarded as chargeable to Tax in circumstances where it would have been chargeable to Tax but for some Relief available to the Buyer; 16.6.3 Parent, the Buyer or the New Parent Holdco, save that if any Seller makes an increased payment pursuant to paragraph 16.6.1 clause 19.6(a) in respect of which the Parent, the Buyer or 16the New Parent Holdco receives or is granted any credit against, relief for, or repayment of, any Tax payable by the Parent, the Buyer or the New Parent Holdco, which credit, relief, or repayment the Parent, the Buyer or the New Parent Holdco would not otherwise have received or been granted, the Parent shall reimburse such Seller such amount as shall leave the Parent, the Buyer or the New Parent Holdco in no worse position than it would have been in had there been no such deduction or withholding.

Payments and Interest. 16.1 Subject 30.1 Unless otherwise stated in any other provision of this Agreement any payment of any amount to clause 16.3, payments be made pursuant to this Agreement by the Buyer to any of the Sellers shall be made to the Sellers’ Nominated Account. 30.2 The Sellers’ Solicitors are hereby authorised by the Sellers to receive payment of any amount referred to in clause 30.1. 30.3 Payment of any amount referred to in clause 30.1 to the Sellers’ Nominated Account including for the avoidance of doubt: (a) the Cash Consideration; (b) the repayment of the Shareholder Loans; and (c) the repayment of the Cxxxxx Family Loans, shall constitute a good and complete discharge to the Buyer in respect of its obligation to pay such amounts and the Buyer shall not be concerned with the distribution of the monies so paid or be answerable for the loss or misapplication of such sum. 30.4 Any payment made to the Sellers’ Nominated Account in respect of an amount payable to any of the Sellers (or any of their connected persons) shall be received by the recipient in the Sellers’ Nominated Account as nominee for and on behalf of each relevant Seller (or such connected persons) and the recipient shall account for the same to each such Seller (or such connected persons) (or as such Seller may direct) and until it does so shall hold such amount on trust for such persons. 30.5 If any party defaults in the payment when due of any sum payable under this Agreement (other than through whether payable under its terms or by agreement or by a court order or otherwise) the issue liability of Loan Notes, in relation to which payment that party shall be increased to include interest on such sum from and including the date when such payment was due up to and including the date of actual payment (as provided in well after as before judgment) at the relevant Loan Note Instrument) shall be made in pounds sterling by telegraphic transfer annual rate which is the aggregate of immediately available funds to such account as is notified in writing to 3% per annum and the Buyer base rate from time to time on at least three Business Days' noticeof Barclays Bank plc. Such interest shall accrue from day-to-day and shall be compounded annually. 16.2 Subject 30.6 For the avoidance of doubt Buyer’s obligation is to issue such number of Consideration Shares as calculated in accordance with clause 16.3, payments to be made 3.3 and Schedule 10 to the Seller’s in their Respective Proportions. To the extent that the Respective Proportions are incorrect, the Buyer under this Agreement shall be made in pounds sterling by telegraphic transfer of immediately available funds to such account as is notified in writing from time to time to the Seller at least three Business Days' notice. 16.3 Payment of any sum to a party's solicitors will discharge the obligations of the relevant party to pay the sum in question, and that party shall not be concerned to see the application of the monies so paidwith or answerable for any such innacuracy. 16.4 Interest shall accrue on any amount not paid on the due date for payment pursuant to this Agreement at the rate of 2% above the base rate for the time being of Barclays Bank plc. 16.5 Each payment to be made by the Seller under this Agreement shall be made free and clear of all deductions, withholdings, counterclaims or set-off of any kind except for those required by law. 16.6 In the event that: 16.6.1 any deduction or withholding is required by law to be made from any sum payable by the Seller to the Buyer under this Agreement, the Seller shall be obliged to pay such increased sum as will, after the deduction or withholding has been made, leave the Buyer with the same amount as it would have been entitled to receive in the absence of such requirement to make a deduction or withholding; and 16.6.2 any sum paid or payable to the Buyer under this Agreement (the “original sum”) is or will be chargeable to Tax, the Seller shall be obliged to pay such sum as will ensure that, after payment of the Tax, there shall be left an amount equal to the original sum and for these purposes a sum shall be regarded as chargeable to Tax in circumstances where it would have been chargeable to Tax but for some Relief available to the Buyer; 16.6.3 the Seller makes an increased payment pursuant to paragraph 16.6.1 or 16.