Common use of PAYMENT DATE AND INTEREST Clause in Contracts

PAYMENT DATE AND INTEREST. 3.1 Payment by the Warrantor in respect of any liability under this Schedule 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 Warrantor requesting payment; 3.1.2 in the case of the loss of a right to repayment of Tax or a liability under paragraph 2.1.7 seven Business Days following the date on which the Buyer serves notice on the Warrantor requesting payment; 3.1.3 in a case that involves the loss of a Relief (other than a right to repayment of Tax), the last date 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 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 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): 3.2.1 the notice served by the Buyer on the Warrantor 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 3.2.2 the due dates for payment of the Tax in paragraph 3.1.1 to paragraph 3.1.4 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 Warrantor 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 Warrantor and the Buyer). 3.4 If any sums required to be paid by the Warrantor under this Tax Covenant are not paid on the date specified in paragraph 3.1, then, except to the extent that the Warrantor’s liability 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 2% per annum over the base rate from time to time of the National Westminster 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.