Common use of PAYMENTS, SET OFF AND DEFAULT INTEREST Clause in Contracts

PAYMENTS, SET OFF AND DEFAULT INTEREST. 28.1 Except as otherwise provided in this Deed, any payment to be made pursuant to this Deed by the Buyer to any Seller or Optionholder shall be made to the Bank Account of such Seller or Optionholder (as applicable) and any payment to be made pursuant to this Deed by any Seller or Optionholder to the Buyer shall be made to the Bank Account of the Buyer, in each case by way of electronic transfer in immediately available funds on or before the due date for payment. Receipt of such sum in such account on or before the due date for payment shall be a good discharge by the payer of its obligation to make such payment. 28.2 All payments made by any party under this Deed shall be made free from any set-off, counterclaim or other deduction or withholding of any nature whatsoever, except for deductions or withholdings required to be made by Law. If any such deductions or withholdings for or on account of Tax are required by Law to be made from any payments under Clause 4 by a Seller or Optionholder (other than any payments of interest) the amount of the payment shall be increased by such amount as will, after the deduction or withholding has been made, leave the recipient of the payment with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding. 28.3 If any Tax Authority brings any payment by a Seller or Optionholder into charge to Tax, then the Seller or Optionholder concerned shall pay such additional amount as will ensure that the total amount paid, less the Tax chargeable on such amount, is equal to the amount that would otherwise be payable under this Deed. 28.4 If a Seller or Optionholder makes an increased payment pursuant to clause 28.2 and the payment gives rise to a Relief for the Buyer, and a cash Tax liability for which a Group Company would otherwise have been accountable or liable to be assessed (or a cash refund of Tax is received) in respect of the accounting period in which Closing occurs or the next subsequent accounting period is or will be reduced (or extinguished) as a result of the utilisation of such Relief, the Buyer shall reimburse such Seller or Optionholder such amount as shall leave the Buyer in no worse position than it would have been in had the deduction or withholding referred to in clause 28.2 not been required. The Buyer shall promptly notify the Seller Representative of such benefit and shall make such reimbursement no later than the day falling ten Business Days after the date on which the cash Tax liability would have been payable or as the case may be the cash refund of Tax is received. 28.5 If the Buyer assigns or otherwise alienates the benefit of, its rights under this Deed or if the Buyer is or becomes liable to Tax (save as regards withholding) in any jurisdiction other than Germany, clause 28.2 shall only apply to the extent that the clause would have applied had the benefit not been so assigned or otherwise alienated and had the Buyer been so subject to Tax only in Germany.

PAYMENTS, SET OFF AND DEFAULT INTEREST. 28.1 Except as otherwise provided in this Deed, any 26.1 Any payment to be made pursuant to this Deed Agreement by the Buyer Purchaser to any Seller or Optionholder the Vendors shall be made to the Vendors’ Bank Account of such Seller or Optionholder (as applicable) and any payment to be made pursuant to this Deed Agreement by any Seller or Optionholder a Vendor to the Buyer Purchaser shall be made to the Purchaser’s Bank Account of the BuyerAccount, in each case by way of electronic transfer in immediately available funds on or before the due date for payment. Receipt of such sum in such account on or before the due date for payment shall be a good discharge by the payer payor of its obligation to make such payment. 28.2 26.2 Where any payment is made in satisfaction of a liability arising under this Agreement it shall be an adjustment to the Consideration. 26.3 All payments made by any party to this Agreement under this Deed Agreement, or any of the other Transaction Documents, shall be made free from any set-off, counterclaim or other deduction or withholding of any nature whatsoever, except for deductions or withholdings required to be made by Law. If any such deductions or withholdings for or on account of Tax are required by Law to be made from any payments under Clause 4 by a Seller or Optionholder (other than any payments of interest) such payments, the amount of the payment (save for any payment or part payment of the Consideration) shall be increased by such amount as will, after the deduction or withholding has been made, leave the recipient of the payment with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding. 28.3 If 26.4 Where the Vendors or the Purchaser default in the payment when due of any Tax Authority brings damages or other sum payable by virtue of this Agreement or any payment by a Seller other Transaction Documents the liability of the Vendors or Optionholder into charge the Purchaser (as the case may be) shall be increased to Tax, then the Seller or Optionholder concerned shall pay such additional include an amount as will ensure that the total amount paid, less the Tax chargeable equal to interest on such amount, sum from the date when payment is equal due to the amount date of actual payment (both before and after judgment) at that would otherwise annual rate which is 2% per annum above the base lending rate of HSBC Bank plc from time to time in effect during such period. Such interest shall accrue from day to day and be compounded quarterly and shall be payable under this Deed. 28.4 If a Seller without prejudice to any other remedy available to the Vendors or Optionholder makes an increased payment pursuant to clause 28.2 and the payment gives rise to a Relief for Purchaser (as the Buyer, and a cash Tax liability for which a Group Company would otherwise have been accountable or liable to be assessed (or a cash refund of Tax is receivedcase may be) in respect of the accounting period in which Closing occurs or the next subsequent accounting period is or will be reduced (or extinguished) as a result of the utilisation of such Relief, the Buyer shall reimburse such Seller or Optionholder such amount as shall leave the Buyer in no worse position than it would have been in had the deduction or withholding referred to in clause 28.2 not been required. The Buyer shall promptly notify the Seller Representative of such benefit and shall make such reimbursement no later than the day falling ten Business Days after the date on which the cash Tax liability would have been payable or as the case may be the cash refund of Tax is receiveddefault. 28.5 If the Buyer assigns or otherwise alienates the benefit of, its rights under this Deed or if the Buyer is or becomes liable to Tax (save as regards withholding) in any jurisdiction other than Germany, clause 28.2 shall only apply to the extent that the clause would have applied had the benefit not been so assigned or otherwise alienated and had the Buyer been so subject to Tax only in Germany.

PAYMENTS, SET OFF AND DEFAULT INTEREST. 28.1 23.1 Except as otherwise provided in this DeedAgreement, any payment to be made pursuant to this Deed by the Buyer Agreement to any Seller or Optionholder a party shall be made to the such party’s Bank Account of such Seller or Optionholder (as applicable) and any payment to be made pursuant to this Deed by any Seller or Optionholder to the Buyer shall be made to the Bank Account of the Buyer, in each case by way of electronic transfer in immediately available funds on or before the due date for payment. Receipt of such sum in such account on or before the due date for payment shall be a good discharge by the payer of its obligation to make such payment. 28.2 23.2 Where any Seller, the Buyer or LMC defaults in the payment when due of any damages or other sum payable by virtue of this Agreement or any other Transaction Document the liability of such Seller, the Buyer or LMC (as the case may be) shall be increased to include an amount equal to interest on such sum from the date when payment is due to the date of actual payment (both before and after judgment) at that annual rate which is 2% per annum above the base lending rate of HSBC Bank plc from time to time in effect during such period. Such interest shall accrue from day to day and be compounded quarterly and shall be payable without prejudice to any other remedy available to any other party (as the case may be) in respect of such default. 23.3 All payments sums payable under this Agreement shall be paid free and clear of all deductions or withholdings whatsoever, save only as provided in this Agreement or as required by applicable Law, provided that any such payment made by any party under way of indemnity or reimbursement, or for breach of this Deed Agreement, shall be made free from any seton an after-offTax basis. 23.4 Notwithstanding anything to the contrary in this Agreement, counterclaim or other deduction or withholding of any nature whatsoever, except for deductions or withholdings the following payments shall not be required to be made on an after-Tax basis: (i) the payment of any Purchased Shares Consideration (including, without limitation, in the form of Consideration Shares) by Lawor on behalf of the Buyer, LMC or any of their Affiliates (as applicable); (ii) in circumstances where this Agreement has been terminated without Completion having occurred, any payment by or on behalf of the Buyer, LMC or any of their Affiliates for breach or non-performance (or a purported breach or non-performance) of this Agreement if and to the extent that such payment represents the amount forgone by the Sellers with respect to the Purchased Shares Consideration (including, without limitation, in the form of Consideration Shares); (iii) subject to Clause 16.3, the payment of the Buyer Break Fee (if any) by LMC; and (iv) subject to Clause 16.3, the payment of the Upfront Amount (if any) by LMC. 23.5 The Buyer and LMC confirm that, as at the date of this Agreement, they do not expect any amount to be required to be deducted or withheld for or on account of Tax from any payment of the Purchased Shares Consideration (including, without limitation, in the form of Consideration Shares), the Buyer Break Fee or the Upfront Amount. If The Buyer and LMC shall provide the Sellers with prompt notice of their intention to make any deduction or withholding for or on account of Tax from payment of any Purchased Shares Consideration, the Buyer Break Fee or the Upfront Amount along with an explanation of the requirement for such deduction or withholding set forth in reasonable detail, and shall reasonably cooperate with the Sellers in good faith so as to reduce or eliminate any such deduction or withholding in a manner permitted by applicable Laws. Any such deductions or withholdings for or on account of Tax are required by Law to be made from any payments under Clause 4 by a Seller this Agreement or Optionholder any Transaction Document: (other than any payments of interesta) the amount of the payment shall be increased in the minimum amount required by applicable Laws and shall be remitted to the relevant Tax Authority within any applicable deadline; and (b) shall be treated for all purposes as having been paid to the person to whom such amount as will, after the deduction or withholding has been made, leave the recipient of the payment with the same amount as it amounts otherwise would have been entitled to receive in the absence of any paid absent such requirement to make a deduction or withholding. 28.3 If any Tax Authority brings any payment by a Seller or Optionholder into charge to Tax, then the Seller or Optionholder concerned shall pay such additional amount as will ensure that the total amount paid, less the Tax chargeable on such amount, is equal to the amount that would otherwise be payable under this Deed. 28.4 If a Seller or Optionholder makes an increased payment pursuant to clause 28.2 and the payment gives rise to a Relief for the Buyer, and a cash Tax liability for which a Group Company would otherwise have been accountable or liable to be assessed (or a cash refund of Tax is received) in respect of the accounting period in which Closing occurs or the next subsequent accounting period is or will be reduced (or extinguished) as a result of the utilisation of such Relief, the Buyer shall reimburse such Seller or Optionholder such amount as shall leave the Buyer in no worse position than it would have been in had the deduction or withholding referred to in clause 28.2 not been required. The Buyer shall promptly notify the Seller Representative of such benefit and shall make such reimbursement no later than the day falling ten Business Days after the date on which the cash Tax liability would have been payable or as the case may be the cash refund of Tax is received. 28.5 If the Buyer assigns or otherwise alienates the benefit of, its rights under this Deed or if the Buyer is or becomes liable to Tax (save as regards withholding) in any jurisdiction other than Germany, clause 28.2 shall only apply to the extent that the clause would have applied had the benefit not been so assigned or otherwise alienated and had the Buyer been so subject to Tax only in Germany.

PAYMENTS, SET OFF AND DEFAULT INTEREST. 28.1 Except as otherwise provided in this Deed, any 22.1 Any payment to be made pursuant to this Deed by Agreement by: (a) the Buyer Purchaser to any Seller or Optionholder a Vendor shall be made in cash in pounds sterling to the relevant Vendor’s Bank Account of such Seller or Optionholder Account; and (as applicableb) and any payment to be made pursuant to this Deed by any Seller or Optionholder Vendor to the Buyer Purchaser shall be made in cash in pounds sterling to the Purchaser’s Bank Account of the BuyerAccount, in each case by way of electronic transfer in immediately available funds on or before the due date for payment. Receipt of such sum in such account on or before the due date for payment in accordance with this Clause 22.1 shall (to the extent of the sum so received) be a good discharge by the payer payor of its obligation to make such paymentpayment (and the payor shall not be concerned with or responsible for the application or allocation of any such sum). 28.2 22.2 Where any payment is made in satisfaction of a liability arising under this Agreement or under the Tax Deed of Covenant (including the payment out of any Charged Amount of any Due Amount to the Purchaser by the Security Bank) it shall be an adjustment to the Final Initial Consideration. 22.3 All payments made by any party to this Agreement under this Deed Agreement, or any of the other Transaction Documents, shall be made free from any set-off, counterclaim or other deduction or withholding of any nature whatsoever, except for deductions or withholdings required to be made by Law. If any such deductions deduction or withholdings for or on account of Tax are withholding is required by any applicable Law to be made from on any payments made under Clause 4 by a Seller or Optionholder this Agreement (other than any payments payment of interestinterest or any payment made pursuant to Clause 3, Clause 5, Schedule 4 or Schedule 9), the party making the payment must: (a) provide to the amount recipient of the payment shall be increased by such evidence of the relevant withholding as the recipient may reasonably require; and (b) pay to the recipient of the payment an amount as willthat will ensure that, after the deduction or withholding has been made, leave the recipient will have received a sum equal to the amount that the recipient would otherwise have received in the absence of the deduction or withholding. 22.4 If a Tax Authority charges to Tax any sum paid (the “original payment”) to a party under this Agreement (other than any payment of interest or any payment made pursuant to Clause 3, Clause 5, Schedule 4 or Schedule 9), the party making the payment will be obliged to pay to the recipient of the payment with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding. 28.3 If any Tax Authority brings any payment by a Seller or Optionholder into charge to Tax, then the Seller or Optionholder concerned shall pay such an additional amount (the “additional payment”) as will ensure that that, after the total amount paid, less payment of the Tax so charged on the original payment and any Tax chargeable on such amountthe additional payment, is there will remain a net sum equal to the amount of the original payment, the additional payment to be paid three Business Days after the recipient has served notice that Tax on the original payment has become due and payable, or, in the case of a relief being available, would otherwise have become due and payable but for the availability of such relief. 22.5 Where a Vendor or the Purchaser defaults in the payment when due of any sum payable pursuant to this Agreement or any other Transaction Documents the liability of such Vendor or the Purchaser (as the case may be) shall be increased to include an amount equal to interest on such sum from the date when payment is due to the date of actual payment (both before and after judgment) at that annual rate which is 2% per annum above the base lending rate of HSBC Bank plc from time to time in effect during such period. Such interest shall accrue from day to day and be compounded quarterly and shall be payable under this Deed. 28.4 If a Seller without prejudice to any other remedy available to the Vendors or Optionholder makes an increased payment pursuant to clause 28.2 and the payment gives rise to a Relief for Purchaser (as the Buyer, and a cash Tax liability for which a Group Company would otherwise have been accountable or liable to be assessed (or a cash refund of Tax is receivedcase may be) in respect of the accounting period in which Closing occurs or the next subsequent accounting period is or will be reduced (or extinguished) as a result of the utilisation of such Relief, the Buyer shall reimburse such Seller or Optionholder such amount as shall leave the Buyer in no worse position than it would have been in had the deduction or withholding referred to in clause 28.2 not been required. The Buyer shall promptly notify the Seller Representative of such benefit and shall make such reimbursement no later than the day falling ten Business Days after the date on which the cash Tax liability would have been payable or as the case may be the cash refund of Tax is receiveddefault. 28.5 If the Buyer assigns or otherwise alienates the benefit of, its rights under this Deed or if the Buyer is or becomes liable to Tax (save as regards withholding) in any jurisdiction other than Germany, clause 28.2 shall only apply to the extent that the clause would have applied had the benefit not been so assigned or otherwise alienated and had the Buyer been so subject to Tax only in Germany.

PAYMENTS, SET OFF AND DEFAULT INTEREST. 28.1 40.1 Except as otherwise provided in this Deed, any payment to be made pursuant to this Deed by the Buyer or the Buyer Guarantor to any the Seller or Optionholder shall the Seller Guarantor must be made to the Seller’s Bank Account of such Seller or Optionholder (as applicable) Account, and any payment to be made pursuant to this Deed by any the Seller or Optionholder the Seller Guarantor to the Buyer shall or the Buyer Guarantor must be made to the Buyer’s Bank Account of the BuyerAccount, in each case by way of electronic transfer in immediately available funds on or before the due date for payment. Receipt of such sum in such account on or before the due date for payment shall be a good will discharge by the payer of its obligation to make such payment. 28.2 All 40.2 Subject to Clauses 40.3 and 8, all payments made by any party under this Deed shall Deed, or any other Transaction Document, must be made free from any set-off, counterclaim or other deduction or withholding of any nature whatsoevernature, except for deductions or withholdings required to be made by Law. If any such deductions or withholdings for or on account of Tax are required by Law to be made from any such payments under Clause 4 by a Seller for or Optionholder on account of Tax (other than any payments of interest) interest or an amount permitted to be withheld by the Buyer under Clause 8), the amount of the payment shall must be increased by such amount as will, after the deduction or withholding has been made, leave the recipient of the payment with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding. 28.3 40.3 If, following the payment of an additional amount under Clause 40.2, the recipient of the increased payment subsequently obtains any Relief on account of such deduction or withholding, the recipient shall pay to the payer of the increased payment such amount (not exceeding the amount of the Relief) that the recipient shall determine (acting reasonably) will leave it in no better or worse position than it would have been in had no withholding or deduction been required to be made. 40.4 If any Tax Authority brings sum payable under this Deed (other than any payment by of interest or the Consideration) is subject to Tax in the hands of the recipient (or would be subject to Tax but for the availability of a Seller or Optionholder into charge to TaxRelief), then the Seller or Optionholder concerned payor shall pay such additional amount as will ensure that the total net amount paidreceived by the recipient (after giving credit for any Relief which has been obtained by the recipient, less as applicable, in respect of the Tax chargeable on losses, costs and expenses or other items giving rise to such amount, is equal to payment) will be the amount that the recipient would otherwise have received if the payment had not been subject to Tax. 40.5 Where the Seller or the Buyer default in the payment when due of any damages or other sum payable by virtue of this Deed or any other Transaction Document, the Seller’s liability or the Buyer’s liability (as the case may be) will be increased to include an amount equal to interest on such sum from the date when payment is due to the date of actual payment (both before and after judgment) at that annual rate which is 2 % per annum above SOFR in effect during such period. Such interest will accrue from day to day and be compounded quarterly and will be payable under this Deed. 28.4 If a Seller or Optionholder makes an increased payment pursuant without prejudice to clause 28.2 and any other remedy available to any other party (as the payment gives rise to a Relief for the Buyer, and a cash Tax liability for which a Group Company would otherwise have been accountable or liable to be assessed (or a cash refund of Tax is receivedcase may be) in respect of the accounting period in which Closing occurs or the next subsequent accounting period is or will be reduced (or extinguished) as a result of the utilisation of such Relief, the Buyer shall reimburse such Seller or Optionholder such amount as shall leave the Buyer in no worse position than it would have been in had the deduction or withholding referred to in clause 28.2 not been required. The Buyer shall promptly notify the Seller Representative of such benefit and shall make such reimbursement no later than the day falling ten Business Days after the date on which the cash Tax liability would have been payable or as the case may be the cash refund of Tax is receiveddefault. 28.5 If the Buyer assigns or otherwise alienates the benefit of, its rights under this Deed or if the Buyer is or becomes liable to Tax (save as regards withholding) in any jurisdiction other than Germany, clause 28.2 shall only apply to the extent that the clause would have applied had the benefit not been so assigned or otherwise alienated and had the Buyer been so subject to Tax only in Germany.

PAYMENTS, SET OFF AND DEFAULT INTEREST. 28.1 30.1 Except as otherwise provided in this DeedAgreement, any payment to be made pursuant to this Deed by the Buyer to any Seller or Optionholder Agreement shall be made to the Bank Account of such Seller or Optionholder (as applicable) and any payment to be made pursuant to this Deed by any Seller or Optionholder to the Buyer shall be made to the Bank Account of the Buyer, in each case by way of electronic transfer in immediately available funds on or before the due date for payment. Receipt of such sum in such account on or before the due date for payment shall be a good discharge by the payer of its obligation to make such payment. The relevant account for a given payment is: (a) if that payment is to Ardutch, the Ardutch Bank Account; (b) if that payment is to Whirlpool, to the Whirlpool Bank Account; and (c) if that payment is to the Buyer, to such account as the Buyer shall, not less than 10 Business Days before the date that payment is due, have specified by notice in writing for the purpose of that payment to the entity making the payment and such entity having consented to that account (such consent not to be unreasonably withheld or delayed). 28.2 30.2 All payments made by any party under this Deed Agreement shall be made free from any set-off, counterclaim or other deduction or withholding of any nature whatsoever, except for deductions or withholdings required to be made by Law. If any such deductions or withholdings for or on account of Tax are required by Law to be made from any such payments under Clause 4 by a Seller for or Optionholder on account of Tax (other than any payments of interestinterest or any payment made pursuant to Clause 2, Clause 21, paragraph 6.3 of the Whirlpool Tax Covenant or paragraph 6.1 of the Ardutch Tax Covenant) the amount of the payment shall be increased by such amount as will, after the deduction or withholding has been made, leave the recipient of the payment with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding. 28.3 If 30.3 If, following the payment of an additional amount under Clause 30.2 the recipient of the increased payment subsequently obtains any Tax Authority brings any payment by a Seller Relief on account of such deduction or Optionholder into charge to Taxwithholding, then the Seller or Optionholder concerned recipient shall pay to the payer of the increased payment such additional amount as will ensure (not exceeding the amount of the Relief) that the total amount paid, less the Tax chargeable on such amount, is equal to the amount that would otherwise be payable under this Deed. 28.4 If a Seller or Optionholder makes an increased payment pursuant to clause 28.2 and the payment gives rise to a Relief for the Buyer, and a cash Tax liability for which a Group Company would otherwise have been accountable or liable to be assessed recipient shall determine (or a cash refund of Tax is receivedacting reasonably) in respect of the accounting period in which Closing occurs or the next subsequent accounting period is or will be reduced (or extinguished) as a result of the utilisation of such Relief, the Buyer shall reimburse such Seller or Optionholder such amount as shall leave the Buyer it in no better or worse position than it would have been in had no withholding or deduction been required to be made. 30.4 If any Compensation Amount is subject to Tax in the deduction hands of the recipient (or withholding referred would be subject to Tax but for the availability of a Relief, other than a Relief arising from the matter giving rise to the Compensation Amount), the payor shall pay to the recipient such additional amount as shall ensure that, after taking into account any Relief which has been obtained in clause 28.2 not been required. The Buyer shall promptly notify respect of the Seller Representative matter giving rise to the payment of such benefit and shall make such reimbursement no later than the day falling ten Business Days after Compensation Amount, the date on which recipient is left in the cash same after-Tax liability position as it would have been in absent the Tax arising in the hands of the recipient (or absent the Tax that would have arisen in the hands of the recipient but for the availability of a Relief). 30.5 The parties agree to use reasonable endeavours to cause the payment of any Compensation Amount to be structured in a Tax efficient manner so as to avoid or minimise the need for any additional amount to be paid pursuant to Clause 30.4, including without limitation, where the recipient of the Compensation Amount is the Buyer, in the form of a subscription for deferred shares in the Buyer which does not alter the economic interests, voting rights or other rights of any shareholder. 30.6 Where any person defaults in the payment when due of any damages or other sum payable by virtue of this Agreement or any other Transaction Document the liability of such person shall be increased to include an amount equal to interest on such sum from the date when payment is due to the date of actual payment (both before and after judgment) at that annual rate which is 2% per annum above the base lending rate of HSBC Bank plc from time to time in effect during such period. Such interest shall accrue from day to day and be compounded quarterly and shall be payable without prejudice to any other remedy available to any other party (as the case may be the cash refund of Tax is received. 28.5 If the Buyer assigns or otherwise alienates the benefit of, its rights under this Deed or if the Buyer is or becomes liable to Tax (save as regards withholdingbe) in any jurisdiction other than Germany, clause 28.2 shall only apply to the extent that the clause would have applied had the benefit not been so assigned or otherwise alienated and had the Buyer been so subject to Tax only in Germanyrespect of such default.

PAYMENTS, SET OFF AND DEFAULT INTEREST. 28.1 Except as otherwise provided in this Deed, any (a) Any payment to be made pursuant to this Deed Agreement by the Buyer Purchaser to any Seller or Optionholder the Sellers shall be made to the Bank Account bank account of such Seller or Optionholder (as applicable) the Sellers’ Lawyer and any payment to be made pursuant to this Deed Agreement by any Seller or Optionholder the Sellers to the Buyer Purchaser shall be made to the Bank Account of the BuyerPurchaser’s Account, in each case by way of electronic transfer in immediately available funds on or before the due date for payment. Receipt of such sum in such account on or before the due date for payment shall be a good discharge by the payer payor of its obligation to make such payment. 28.2 All (b) Subject to Clause 22(c) below and other than for payments of interest or the payments required by Clause 3.2, all payments made by any party to this Agreement under this Deed Agreement, or any of the other Transaction Documents, shall be made free from any set-off, counterclaim or other deduction or withholding of any nature whatsoever, except for deductions or withholdings required to be made by Lawlaw. If any such deductions or withholdings for or on account of Tax are required by Law law to be made from any payments under Clause 4 by a Seller or Optionholder (other than any payments of interest) such payments, the amount of the payment shall be increased by such amount as will, after the deduction or withholding has been made, leave the recipient of the payment with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding. This Clause 22(b) shall not apply in respect of a deduction or withholding required in respect of the Purchase Price in respect of which the Purchaser has made a claim pursuant to the Deed of Tax Covenant. 28.3 If (c) Where any Tax Authority brings of the Sellers or the Purchaser default in the payment when due of any payment damages or other sum payable by a Seller virtue of this Agreement or Optionholder into charge any other Transaction Documents the liability of any of the Sellers or the Purchaser (as the case may be) shall be increased to Tax, then the Seller or Optionholder concerned shall pay such additional include an amount as will ensure that the total amount paid, less the Tax chargeable equal to interest on such amount, sum from the date when payment is equal due to the amount date of actual payment (both before and after judgment) at that would otherwise annual rate which is 2% per annum above the base lending rate of HSBC Bank plc from time to time in effect during such period. Such interest shall accrue from day to day and be compounded quarterly and shall be payable under this Deed. 28.4 If a Seller without prejudice to any other remedy available to any of the Sellers or Optionholder makes an increased payment pursuant to clause 28.2 and the payment gives rise to a Relief for Purchaser (as the Buyer, and a cash Tax liability for which a Group Company would otherwise have been accountable or liable to be assessed (or a cash refund of Tax is receivedcase may be) in respect of the accounting period in which Closing occurs or the next subsequent accounting period is or will be reduced (or extinguished) as a result of the utilisation of such Relief, the Buyer shall reimburse such Seller or Optionholder such amount as shall leave the Buyer in no worse position than it would have been in had the deduction or withholding referred to in clause 28.2 not been required. The Buyer shall promptly notify the Seller Representative of such benefit and shall make such reimbursement no later than the day falling ten Business Days after the date on which the cash Tax liability would have been payable or as the case may be the cash refund of Tax is receiveddefault. 28.5 If the Buyer assigns or otherwise alienates the benefit of, its rights under this Deed or if the Buyer is or becomes liable to Tax (save as regards withholding) in any jurisdiction other than Germany, clause 28.2 shall only apply to the extent that the clause would have applied had the benefit not been so assigned or otherwise alienated and had the Buyer been so subject to Tax only in Germany.

PAYMENTS, SET OFF AND DEFAULT INTEREST. 28.1 Except as otherwise provided in this Deed, any 23.1 Any payment to be made pursuant to this Deed Agreement by the Buyer Purchaser to any Seller or Optionholder the Vendor shall be made to the Vendor’s Bank Account of such Seller or Optionholder (as applicable) and any payment to be made pursuant to this Deed Agreement by any Seller or Optionholder the Vendor to the Buyer Purchaser shall be made to the Purchaser’s Bank Account of the BuyerAccount, in each case by way of electronic transfer in immediately available funds on or before the due date for payment. Receipt of such sum in such account on or before the due date for payment shall be a good discharge by the payer payor of its obligation to make such payment. 28.2 23.2 Where any payment is made in satisfaction of a liability arising under this Agreement (other than pursuant to Clause 3) the amount of the payment shall be, to the extent lawful, treated as an adjustment to the Final Consideration. 23.3 All payments made by any party to this Agreement under this Deed Agreement, or any of the other Transaction Documents, shall be made free from any set-off, counterclaim or other deduction or withholding of any nature whatsoever, except for deductions or withholdings required to be made by Law. If any such deductions or withholdings for or on account of Tax are required by Law to be made from any such payments under Clause 4 by a Seller or Optionholder (other than any excluding payments of interest) interest or the payment of the Initial Consideration or any payment due under Clauses 3.4, 3.5, 7.7, 7.9 or 11 or under the Escrow Agreement), the amount of the payment shall be increased by such amount as will, after the deduction or withholding has been made, leave the recipient of the payment with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding. 28.3 23.4 To the extent that any party becomes aware of any requirement to deduct or withhold any amount of or in respect of Tax from the payment of the Initial Consideration or any payment due under Clauses 3.4, 3.5 or 11, such party shall notify the other party as soon as reasonably practicable. If any Tax Authority brings deduction or withholding is required by Law, the parties shall cooperate in good faith and shall use reasonable endeavours to mitigate or counteract any such deduction or withholding. 23.5 Where the Vendor or the Purchaser default in the payment when due of any damages or other sum payable by a Seller virtue of this Agreement or Optionholder into charge any other Transaction Documents the liability of the Vendor or the Purchaser (as the case may be) shall be increased to Tax, then the Seller or Optionholder concerned shall pay such additional include an amount as will ensure that the total amount paid, less the Tax chargeable equal to interest on such amount, sum from the date when payment is equal due to the amount date of actual payment (both before and after judgment) at that would otherwise annual rate which is 2% per annum above the base lending EU-DOCS\16547119.1 rate of HSBC Bank plc from time to time in effect during such period. Such interest shall accrue from day to day and be compounded quarterly and shall be payable under this Deed. 28.4 If a Seller without prejudice to any other remedy available to the Vendor or Optionholder makes an increased payment pursuant to clause 28.2 and the payment gives rise to a Relief for Purchaser (as the Buyer, and a cash Tax liability for which a Group Company would otherwise have been accountable or liable to be assessed (or a cash refund of Tax is receivedcase may be) in respect of the accounting period in which Closing occurs or the next subsequent accounting period is or will be reduced (or extinguished) as a result of the utilisation of such Relief, the Buyer shall reimburse such Seller or Optionholder such amount as shall leave the Buyer in no worse position than it would have been in had the deduction or withholding referred to in clause 28.2 not been required. The Buyer shall promptly notify the Seller Representative of such benefit and shall make such reimbursement no later than the day falling ten Business Days after the date on which the cash Tax liability would have been payable or as the case may be the cash refund of Tax is receiveddefault. 28.5 If the Buyer assigns or otherwise alienates the benefit of, its rights under this Deed or if the Buyer is or becomes liable to Tax (save as regards withholding) in any jurisdiction other than Germany, clause 28.2 shall only apply to the extent that the clause would have applied had the benefit not been so assigned or otherwise alienated and had the Buyer been so subject to Tax only in Germany.

PAYMENTS, SET OFF AND DEFAULT INTEREST. 28.1 Except as otherwise provided in this Deed, any 24.1 Any payment to be made pursuant to this Deed Agreement by the Buyer Purchaser to any Seller or Optionholder the Vendors shall be made to the Vendor Representative’s Bank Account of such Seller or Optionholder (as applicable) and any payment to be made pursuant to this Deed Agreement by any Seller or Optionholder the Vendors to the Buyer Purchaser shall be made to the Purchaser’s Bank Account of the BuyerAccount, in each case by way of electronic transfer in immediately available funds on or before the due date for payment. Receipt of such sum in such account on or before the due date for payment shall be a good discharge by the payer payor of its obligation to make such payment. 28.2 24.2 Where any payment is made in satisfaction of a liability arising under this Agreement it shall be an adjustment to the Final Consideration to the extent of the payment. 24.3 All payments made by any party the Purchaser under this Deed Agreement, or any of the other Transaction Documents, shall be made free from any set-off, counterclaim or other deduction or withholding of any nature whatsoever, except for deductions or withholdings required to be made by Law. If any such deductions or withholdings for or on account of Tax are required by Law to be made from any payments under Clause 4 by a Seller or Optionholder (other than any payments of interest) such payments, the amount of the payment shall be increased by such amount as will, after the deduction or withholding has been made, leave the recipient of the payment with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding. 28.3 If 24.4 Where the Vendors or the Purchaser default in the payment when due of any Tax Authority brings damages or other sum payable by virtue of this Agreement or any payment by a Seller other Transaction Documents the liability of the Vendors or Optionholder into charge the Purchaser (as the case may be) shall be increased to Tax, then the Seller or Optionholder concerned shall pay such additional include an amount as will ensure that the total amount paid, less the Tax chargeable equal to interest on such amount, sum from the date when payment is equal due to the amount date of actual payment (both before and after judgment) at that would otherwise annual rate which is 5% per annum above the base lending rate of HSBC from time to time in effect during such period. Such interest shall accrue from day to day and be compounded quarterly and shall be payable under this Deed. 28.4 If a Seller without prejudice to any other remedy available to the Vendors or Optionholder makes an increased payment pursuant to clause 28.2 and the payment gives rise to a Relief for Purchaser (as the Buyer, and a cash Tax liability for which a Group Company would otherwise have been accountable or liable to be assessed (or a cash refund of Tax is receivedcase may be) in respect of the accounting period in which Closing occurs or the next subsequent accounting period is or will be reduced (or extinguished) as a result of the utilisation of such Relief, the Buyer shall reimburse such Seller or Optionholder such amount as shall leave the Buyer in no worse position than it would have been in had the deduction or withholding referred to in clause 28.2 not been required. The Buyer shall promptly notify the Seller Representative of such benefit and shall make such reimbursement no later than the day falling ten Business Days after the date on which the cash Tax liability would have been payable or as the case may be the cash refund of Tax is receiveddefault. 28.5 If the Buyer assigns or otherwise alienates the benefit of, its rights under this Deed or if the Buyer is or becomes liable to Tax (save as regards withholding) in any jurisdiction other than Germany, clause 28.2 shall only apply to the extent that the clause would have applied had the benefit not been so assigned or otherwise alienated and had the Buyer been so subject to Tax only in Germany.

PAYMENTS, SET OFF AND DEFAULT INTEREST. 28.1 Except as otherwise provided 20.1 The deduction of any sum owed to the Purchaser by or on behalf of any of the Vendors or the deduction of any sum with respect to any Warrantor Liability from the first available Milestone Consideration due will discharge the obligations of the Vendors or the Warrantors’ Liability to pay the sum in this Deed, any question to the extent of the amount so deducted. 20.2 Any cash payment to be made pursuant to this Deed Agreement by the Buyer Purchaser to any Seller or Optionholder the Vendors shall be made to the Vendors’ Bank Account of such Seller or Optionholder (as applicable) and any payment to be made by a Vendor to the Purchaser pursuant to this Deed by any Seller or Optionholder to the Buyer Agreement and not otherwise set off shall be made to the Purchaser’s Bank Account of the BuyerAccount, in each case by way of electronic transfer in immediately available funds on or before the due date for payment. Receipt of such sum in such account on or before the due date for payment shall be a good discharge by the payer payor of its obligation to make such payment. The Purchaser shall not be concerned with, or have any liability whatsoever with respect to, such apportionment of payments made to the Vendors’ Bank Account among the Vendors or for any failure by the Vendors’ Representative to make such apportionment. 28.2 All 20.3 Where any payment or set off is made in satisfaction of a liability arising pursuant to a warranty, representation, indemnity or covenant under this Agreement it shall be an adjustment to the Total Consideration. 20.4 Unless otherwise stated in this Agreement, all payments made by any party to this Agreement under this Deed Agreement, or any of the other Transaction Documents, shall be made free from any set-off, counterclaim or other deduction or withholding of any nature whatsoever, except for deductions or withholdings required to be made by Law. If any such deductions or withholdings for for, or on account of of, Tax are required by Law to be made from any payments made by any party to this Agreement under Clause 4 by a Seller or Optionholder this Agreement (other than any payments payment made pursuant to Clause 3 (Consideration), Schedule 7 (Milestone Consideration) or paragraph 1.1(b) or paragraph 2 of interest) Schedule 3 (Completion Obligations)), the amount of the payment shall be increased by such amount as will, after the deduction or withholding has been made, leave the recipient of the payment with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding. For the avoidance of doubt, the Purchaser may deduct and withhold from any payments or issuance made pursuant to Clause 3 (Consideration) or Schedule 7 (Milestone Consideration) such amounts as the Purchaser is required by Law to deduct and withhold. 28.3 20.5 If any sum payable by any Vendor (or where a right of set-off applies in respect of such payment, any sum deemed to be paid) pursuant to any indemnity under this Agreement or pursuant to paragraph 2 (Covenant to pay) of Schedule 8 (Tax Authority brings any Covenant) is subject to Tax in the hands of the recipient (or would be subject to Tax but for the availability of a Tax relief), the party making such payment by a Seller or Optionholder into charge to Tax, then the Seller or Optionholder concerned shall pay be liable for such additional amount as will shall ensure that the total net amount paidreceived by the recipient of the payment shall be the amount that the recipient would have received if the payment had not been subject to Tax, less provided that such amounts shall be satisfied solely out of and deducted from any Milestone Consideration due to the Vendors. 20.6 The Purchaser shall deduct from any amount due to be made to the Vendors pursuant to Clause 3.6, Clause 3.7 or Schedule 7 (Milestone Consideration) (other than the First Milestone Cash Consideration (if any)) an amount in satisfaction of: (a) any Warrantor Liability; (b) any amount payable under section 20.5 above; (c) the Shortfall; or (d) any liability arising pursuant to paragraph 8.2 of Schedule 7 (Milestone Consideration) or paragraph 9 of Schedule 8 (Tax chargeable Covenant). 20.7 In the event that on a date on which an amount is due to the Vendors pursuant to Clause 3.6, Clause 3.7 or Schedule 7 (Milestone Consideration), there is a Claim, Indemnity Claim or a Tax Covenant Claim that is not a Settled Claim or a Settled Tax Covenant Claim (as applicable) (the “Relevant Claim”), the Purchaser may withhold from such amount, is amount due to the Vendors an amount equal to the Purchaser’s reasonable best estimate of the amount of the Claim or the Tax Covenant Claim (as applicable) (such amount being the “Holdback Amount”). When the Relevant Claim is finally settled or otherwise determined (the “Settled Relevant Claim”), where: (a) the amount of the Settled Relevant Claim is less than the Holdback Amount, the Purchaser shall pay (in the same form of consideration payable for the Milestone Consideration that would otherwise be payable under this Deed.the Holdback Amount was held back from) the difference between the amount of the Settled Relevant Claim and the Holdback Amount, in the proportions notified to the Purchaser by the Vendors’ Representative; or 28.4 If (b) the Holdback Amount is less than the amount of the Settled Relevant Claim, then the Purchaser shall set off such difference, being a Seller or Optionholder makes an increased payment Warrantor Liability, from the next available amount due to the Vendors pursuant to clause 28.2 and the payment gives rise to a Relief for the Buyer, and a cash Tax liability for which a Group Company would otherwise have been accountable Clause 3.7 or liable to be assessed Schedule 7 (or a cash refund of Tax is received) in respect of the accounting period in which Closing occurs or the next subsequent accounting period is or will be reduced (or extinguished) as a result of the utilisation of such Relief, the Buyer shall reimburse such Seller or Optionholder such amount as shall leave the Buyer in no worse position than it would have been in had the deduction or withholding referred to in clause 28.2 not been required. The Buyer shall promptly notify the Seller Representative of such benefit and shall make such reimbursement no later than the day falling ten Business Days after the date on which the cash Tax liability would have been payable or as the case may be the cash refund of Tax is receivedMilestone Consideration). 28.5 If the Buyer assigns or otherwise alienates the benefit of, its rights under this Deed or if the Buyer is or becomes liable to Tax (save as regards withholding) in any jurisdiction other than Germany, clause 28.2 shall only apply to the extent that the clause would have applied had the benefit not been so assigned or otherwise alienated and had the Buyer been so subject to Tax only in Germany.

PAYMENTS, SET OFF AND DEFAULT INTEREST. 28.1 Except as otherwise provided in this Deed, any 19.1 Any payment to be made pursuant to this Deed Agreement by the Buyer to any a Seller or Optionholder shall be made to the Sellers' Bank Account of such Seller or Optionholder (as applicable) and any payment to be made pursuant to this Deed Agreement by the Sellers, or any Seller or Optionholder of them, to the Buyer shall be made to the Buyer's Bank Account of the BuyerAccount, in each case by way of electronic transfer in immediately available funds on or before the due date for payment. Receipt of such sum in such account on or before the due date for payment shall be a good discharge by the payer payor of its obligation to make such paymentpayment and the parties shall not be obliged to see to the application and/or apportionment of the payment as between those on whose behalf the payment is received. 28.2 19.2 Where any payment is made by a Seller in satisfaction of a liability arising under or for breach of this Agreement it shall, to the extent possible, be treated as a reduction of the consideration paid to such Seller in respect of the Interest or the GP Interests (as applicable). 19.3 All payments made by any party under this Deed Agreement, or any of the other Transaction Documents, shall be made free from any set-off, counterclaim or other deduction or withholding of any nature whatsoever, except for deductions or withholdings required to be made by Law. If any such deductions or withholdings for or on account of Tax are required by Law to be made from any such payments under (except, in the case of payments made by the Buyer, the Initial Consideration, Final Consideration, Partner Loans Amount or any amount in accordance with Clause 4 by a Seller or Optionholder (other than any payments of interest) 6 and/or Clause 9), the amount of the payment shall be increased by such amount as will, after the deduction or withholding has been made, leave the recipient of the payment with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding. 28.3 19.4 If the recipient of a payment made pursuant to an indemnity, compensation or reimbursement provision under this Agreement or any Tax Authority brings any of the Transaction Documents, incurs a Taxation liability (or would have incurred a Taxation liability but for the use of a Relief) which results from, or is calculated by reference to, that payment (other than Taxation on a capital gain), the amount of the payment shall be increased by a Seller or Optionholder into charge to Tax, then the Seller or Optionholder concerned shall pay such additional amount as will ensure that, after payment of the Taxation liability (and after giving credit for the net present value of any Relief that is or will be available to the total amount paidrecipient in respect of the matter giving rise to the payment), less the Tax chargeable on such amount, recipient is left with a net sum equal to the sum it would have received had no such Taxation liability arisen. 19.5 Where any Seller or the Buyer default in the payment when due of any damages or other sum payable by virtue of this Agreement or any other Transaction Documents the liability of such Seller or the Buyer (as the case may be) shall be increased to include an amount equal to interest on such sum from the date when payment is due to the date of actual payment (both before and after judgment) at that would otherwise annual rate which is 2% per annum above the base lending rate of HSBC Bank plc from time to time in effect during such period. Such interest shall accrue from day to day and be compounded quarterly and shall be payable under this Deed. 28.4 If a Seller without prejudice to any other remedy available to the Sellers or Optionholder makes an increased payment pursuant to clause 28.2 and the payment gives rise to a Relief for Buyer (as the Buyer, and a cash Tax liability for which a Group Company would otherwise have been accountable or liable to be assessed (or a cash refund of Tax is receivedcase may be) in respect of the accounting period in which Closing occurs or the next subsequent accounting period is or will be reduced (or extinguished) as a result of the utilisation of such Relief, the Buyer shall reimburse such Seller or Optionholder such amount as shall leave the Buyer in no worse position than it would have been in had the deduction or withholding referred to in clause 28.2 not been required. The Buyer shall promptly notify the Seller Representative of such benefit and shall make such reimbursement no later than the day falling ten Business Days after the date on which the cash Tax liability would have been payable or as the case may be the cash refund of Tax is receiveddefault. 28.5 If the Buyer assigns or otherwise alienates the benefit of, its rights under this Deed or if the Buyer is or becomes liable to Tax (save as regards withholding) in any jurisdiction other than Germany, clause 28.2 shall only apply to the extent that the clause would have applied had the benefit not been so assigned or otherwise alienated and had the Buyer been so subject to Tax only in Germany.

PAYMENTS, SET OFF AND DEFAULT INTEREST. 28.1 25.1 Except as otherwise provided in this DeedAgreement, any payment to be made pursuant to this Deed Agreement by the Buyer to any Seller or Optionholder shall be made to the Bank Account of such Seller or Optionholder (as applicable) and any payment to be made pursuant to this Deed Agreement by any Seller or Optionholder to the Buyer shall be made to the Bank Account of the Buyer, in each case by way of electronic transfer in immediately available funds on or before the due date for payment. Receipt of such sum in such account on or before the due date for payment shall be a good discharge by the payer of its obligation to make such payment. 28.2 All 25.2 Subject to Clause 25.4, all payments made by any party under this Deed Agreement, or any other Transaction Document, shall be made free from any set-off, counterclaim or other deduction or withholding of any nature whatsoever, except for deductions or withholdings required to be made by Law. If any such deductions or withholdings for or on account of Tax are required by Law to be made from any payments payable by any Seller(s) under Clause 4 by a Seller this Agreement in respect of any Tax Covenant Claim, any indemnity or Optionholder for breach of this Agreement (other than any payments payment of interest) the amount of the payment shall be increased by the Seller(s) by such amount as will, after the deduction or withholding has been made, leave the recipient Buyer or relevant member of the payment Buyer Group with the same net after-tax amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding. 28.3 25.3 If any sum payable under this Agreement by any Seller(s) under this Agreement in respect of any Tax Authority brings Covenant Claim (other than any payment of interest) is subject to Tax in the hands of the Buyer or relevant member of the Buyer Group (as applicable) (or would be subject to Tax but for the availability of a Relief) (other than by a Seller deduction or Optionholder into charge to Taxwithholding), then the Seller or Optionholder concerned Seller(s) shall pay such additional amount as will shall ensure that the total net after-tax amount paid, less received by the Tax chargeable on such amount, is equal to Buyer or relevant member of the Buyer Group (as applicable) shall be the amount that the payee would otherwise have received if the payment had not been subject to Tax. 25.4 To the extent that the Buyer shall have transferred (by whatever means, including by way of a declaration of trust or anything that amounts in substance to a transfer) the benefit in whole or in part of this Agreement or shall have changed its tax residence or the permanent establishment to which the rights under this Agreement are allocated then the liability of the Seller(s) under Clauses 25.2 and 25.3 shall be limited to that (if any) which it would have been had no such transfer or change taken place. 25.5 Where any Seller or the Buyer default in the payment when due of any damages or other sum payable by virtue of this Agreement or any other Transaction Document the liability of such Seller or the Buyer (as the case may be) shall be increased to include an amount equal to interest on such sum from the date when payment is due to the date of actual payment (both before and after judgment) at that annual rate which is 2.5% per annum above the base lending rate of HSBC Bank plc from time to time in effect during such period. Such interest shall accrue from day to day and be compounded quarterly and shall be payable under this Deed. 28.4 If a Seller or Optionholder makes an increased payment pursuant without prejudice to clause 28.2 and any other remedy available to any other party (as the payment gives rise to a Relief for the Buyer, and a cash Tax liability for which a Group Company would otherwise have been accountable or liable to be assessed (or a cash refund of Tax is receivedcase may be) in respect of the accounting period in which Closing occurs or the next subsequent accounting period is or will be reduced (or extinguished) as a result of the utilisation of such Relief, the Buyer shall reimburse such Seller or Optionholder such amount as shall leave the Buyer in no worse position than it would have been in had the deduction or withholding referred to in clause 28.2 not been required. The Buyer shall promptly notify the Seller Representative of such benefit and shall make such reimbursement no later than the day falling ten Business Days after the date on which the cash Tax liability would have been payable or as the case may be the cash refund of Tax is receiveddefault. 28.5 If the Buyer assigns or otherwise alienates the benefit of, its rights under this Deed or if the Buyer is or becomes liable to Tax (save as regards withholding) in any jurisdiction other than Germany, clause 28.2 shall only apply to the extent that the clause would have applied had the benefit not been so assigned or otherwise alienated and had the Buyer been so subject to Tax only in Germany.

PAYMENTS, SET OFF AND DEFAULT INTEREST. 28.1 Except as otherwise provided in (a) Any payment to be made pursuant to this DeedAgreement by the Purchaser to Prism shall be made to the Prism Account, any payment to be made pursuant to this Deed Agreement by the Buyer Purchaser to any Seller or Optionholder Bond shall be made to the Bank Account of such Seller or Optionholder (as applicable) Bond Account, and any payment to be made pursuant to this Deed Agreement by any a Minority Seller or Optionholder to the Buyer Purchaser shall be made to the Bank Account of the BuyerPurchaser’s Account, in each case by way of electronic transfer in immediately available funds on or before the due date for payment. Receipt of such sum in such account on or before the due date for payment shall be a good discharge by the payer payor of its obligation to make such payment. 28.2 All (b) Subject to Clause 18(c) below and other than for payments of interest or payments required under Clause 3.4(b), all payments made by any party to this Agreement under this Deed Agreement, shall be made free from any set-off, counterclaim or other deduction or withholding of any nature whatsoever, except for deductions or withholdings required to be made by Lawlaw. If any such deductions or withholdings for or on account of Tax are required by Law law to be made from any such payments under Clause 4 by a Seller or Optionholder (other than any payments of interest) required under Clause 3.4(b)), the amount of the payment shall be increased by such amount as will, after the deduction or withholding has been made, leave the recipient of the payment with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding. 28.3 If (c) Where either of the Minority Sellers or the Purchaser default in the payment when due or any Tax Authority brings any payment damages or other sum payable by a Seller or Optionholder into charge to Tax, then virtue of this Agreement the liability of the Seller or Optionholder concerned the Purchaser (as the case may be) shall pay such additional be increased to include an amount as will ensure that the total amount paid, less the Tax chargeable equal to interest on such amount, sum from the date when payment is equal due to the amount date of actual payment (both before and after judgment) at that would otherwise annual rate which is 2% per annum above the base lending rate of HSBC Bank plc from time to time in effect during such period. Such interest shall accrue from day to day and be compounded quarterly and shall be payable under this Deed. 28.4 If a Seller without prejudice to any other remedy available to any of the Minority Sellers or Optionholder makes an increased payment pursuant to clause 28.2 and the payment gives rise to a Relief for Purchaser (as the Buyer, and a cash Tax liability for which a Group Company would otherwise have been accountable or liable to be assessed (or a cash refund of Tax is receivedcase may be) in respect of the accounting period in which Closing occurs or the next subsequent accounting period is or will be reduced (or extinguished) as a result of the utilisation of such Relief, the Buyer shall reimburse such Seller or Optionholder such amount as shall leave the Buyer in no worse position than it would have been in had the deduction or withholding referred to in clause 28.2 not been required. The Buyer shall promptly notify the Seller Representative of such benefit and shall make such reimbursement no later than the day falling ten Business Days after the date on which the cash Tax liability would have been payable or as the case may be the cash refund of Tax is receiveddefault. 28.5 If the Buyer assigns or otherwise alienates the benefit of, its rights under this Deed or if the Buyer is or becomes liable to Tax (save as regards withholding) in any jurisdiction other than Germany, clause 28.2 shall only apply to the extent that the clause would have applied had the benefit not been so assigned or otherwise alienated and had the Buyer been so subject to Tax only in Germany.