Common use of Due date for payment Clause in Contracts

Due date for payment. 5.1 Where the Seller becomes liable to make any payment pursuant to a Tax Claim, the due date for the making of the payment shall be: 5.1.1 where the payment relates to a liability of the Company to make an actual payment of Tax, the later of three Business Days prior to the last date on which that payment of Tax can be made and ten Business Days after service of a notice of the Tax Demand on the Seller by the Buyer stating that the Seller has a liability for a quantified amount pursuant to this schedule; 5.1.2 where the payment relates to the loss of a Relief which would have operated as a deduction from gross income, profits or gains, the later of three Business Days prior to the last date on which the Company is liable to make the first actual payment of Tax which could have been avoided by the use or set off of that Relief had it not been lost and ten Business Days after the date of service of the Tax Demand on the Seller by the Buyer stating that the Seller has a liability for a quantified amount pursuant to this schedule; 5.1.3 where the payment relates to the use or set off of a Relief, the later of three Business Days prior to the last date on which the Company would have been liable to make a payment of Tax but for such use or set off and ten Business Days after service of notice of the Tax Demand on the Seller by the Buyer stating that the Seller have a liability for a quantified amount pursuant to this schedule; and 5.1.4 in any other case, the date falling ten Business Days after the date of service of a notice of the Tax Demand on the Seller by the Buyer stating that the Seller has a liability for a quantified amount pursuant to this schedule.

Due date for payment. 5.1 Where the Seller Covenantor becomes liable to make any payment pursuant to a Tax Claimclause 2 or sub-clause 6.2 of this Schedule, the due date for the making of the that payment shall be: 5.1.1 where the payment relates to a liability of the Company to make an actual payment of Tax, the later of three Business Days prior (save as mentioned in sub-clause 5.1.2 below and subject to the last date on which that payment provisions of Tax can be made and ten Business Days after service of a notice of the Tax Demand on the Seller by the Buyer stating that the Seller has a liability for a quantified amount pursuant to this schedule; 5.1.2 where the payment relates to the loss of a Relief which would have operated as a deduction from gross income, profits or gains, the later of three Business Days prior to the last date on which the Company is liable to make the first actual payment of Tax which could have been avoided by the use or set off of that Relief had it not been lost and ten Business Days after the date of service of the Tax Demand on the Seller by the Buyer stating that the Seller has a liability for a quantified amount pursuant to this schedule; 5.1.3 where the payment relates to the use or set off of a Relief, the later of three Business Days prior to the last date on which the Company would have been liable to make a payment of Tax but for such use or set off and ten Business Days after service of notice of the Tax Demand on the Seller by the Buyer stating that the Seller have a liability for a quantified amount pursuant to this schedule; and 5.1.4 in any other casesub-clause 5.2 below), the date falling ten Business Days after the date of service of a notice when the Covenantor has been notified by any member of the Tax Demand on Group or the Seller by the Buyer stating Buyer, that the Seller Covenantor has a liability for a quantified determinable amount pursuant under clause 2 or sub-clause 6.2; or 5.1.2 in respect of an ‘A’ Liability for Taxation only, the date (if later than that specified in paragraph 5.1.1 above) five Business Days prior to: (i) in the case of Tax in respect of which there is no provision for payment by instalments, the latest date on which the tax in question can be paid to the relevant tax authority in order to avoid a liability to interest or penalties accruing: (ii) in the case of Tax in respect of which there is provision for payment by instalments, each date on which an instalment of such Tax becomes payable (and so that on each such date an appropriate proportion of the amount claimed shall be paid, such proportion to be notified by the Buyer to the Covenantor at least ten Business Days prior to each such date); (iii) in the case of a payment relating to Group Relief the date on which the repayment of the Group Relief is payable to the person demanding the same. 5.2 Notwithstanding the provisions of sub-clause 5.1 above, if the date on which Tax to which this scheduleclause applies can be recovered is deferred following application to the appropriate Tax Authority and the Covenantor indemnifies the Buyer and each member of the Group concerned to their reasonable satisfaction in accordance with clause 8.2.1, the date for payment by the Covenantor shall be the earlier of the date on which the Tax becomes recoverable by the relevant Tax Authority (notwithstanding any initial deferral) and such date when the amount of Tax is finally and conclusively determined. For this purpose, an amount of Tax shall be deemed to be finally and conclusively determined when, in respect of such amount, an agreement under Section 54 of the Taxes Management Act 1970 is made, or a decision of a court or tribunal is given or any binding agreement or determination is made from which either no appeal lies or in respect of which no appeal is made within the prescribed time limit. 5.3 If any payment required to be made by the Covenantor under this Schedule is not made by the due date for the making thereof as described in sub-clauses 5.1 and 5.2 above, then the Covenantor shall pay to the Buyer interest on such payment from that due date until the date when the payment is actually made calculated on a daily basis at the rate of 2% per annum above the base rate from time to time of Barclays Bank PLC. 5.4 The Buyer may direct the Covenantor to pay to any person any sums due to the Buyer under this Schedule and such payment shall be treated for all purposes relating to UK Taxation as a payment to the Buyer and not a payment to any other person and constituting an adjustment to the Consideration.

Due date for payment. 5.1 Where the Seller becomes liable to make any payment pursuant to a Tax Claim, the 6.1 The due date for the making of a payment by the Vendor under this Part 2 of this Schedule 4 will be the later of the date falling five Business Days after the Purchaser has served a notice on the Vendor demanding such payment shall be:and the date determined in accordance with paragraphs 6.2 to 6.4. 5.1.1 where 6.2 In any case involving a Liability to Taxation falling within paragraph (a) of the payment relates to a definition of that expression in paragraph .1.1 or any other liability of the Company to make an actual payment, the second date mentioned in paragraph 6.1 will be the date falling five clear Business Days before the last date upon which the payment is required to be made to the person entitled thereto (after taking into account any postponement of the due date for payment of Taxany Taxation which is obtained). 6.3 In any case involving a Liability to Taxation falling within paragraph (b) of the definition of that expression in paragraph 1.1, the second date mentioned in paragraph 6.1 will be the date falling five clear Business Days before the last date upon which the payment of Taxation which has been reduced or eliminated by the use of a Purchaser’s Relief is or would have been required to be made to the relevant Taxation Authority. 6.4 In any case involving a Liability to Taxation falling within paragraph (c) of the definition of that expression in paragraph 1.1: 6.4.1 if the Purchaser’s Relief lost was a Relief other than a right to repayment of Taxation, the second date mentioned in paragraph 6.1 will be the date falling five clear Business Days before the last date upon which Taxation is or would have been required to be paid to the relevant Taxation Authority in respect of the period in which the Purchaser’s Relief is lost (irrespective of whether the Company then had sufficient profits or was otherwise in a position actually to use the Purchaser’s Relief); or 6.4.2 if the Purchaser’s Relief lost was a right to a repayment of Taxation, the second date mentioned in paragraph 6.1 will be the date upon which the repayment was due from the relevant Taxation Authority. 6.5 In any case involving a liability of the Vendor to pay an additional amount to the Purchaser under paragraph 5.2 as a result of: 6.5.1 any deduction or withholding being required by law to be made, the due date for payment will be the same as the due date for payment of the amount from which the deduction or withholding is required to be made; and 6.5.2 the Purchaser being subject to Taxation in respect of any payment, the due date for payment will be the later of three Business Days prior to the last date on which that payment of Tax can be made and ten Business Days after service of a notice of the Tax Demand on the Seller by the Buyer stating that the Seller has a liability for a quantified amount pursuant to this schedule; 5.1.2 where the payment relates to the loss of a Relief which would have operated as a deduction from gross income, profits or gains, the later of three Business Days prior to the last date on which the Company is liable to make the first actual payment of Tax which could have been avoided by the use or set off of that Relief had it not been lost and ten falling five Business Days after the date of service of the Tax Demand Purchaser has served a notice on the Seller by Vendor demanding such payment and the Buyer stating that the Seller has a liability for a quantified amount pursuant to this schedule; 5.1.3 where the payment relates to the use or set off of a Relief, the later of three date falling five clear Business Days prior to before the last date on upon which the Company Taxation is (or, but for the availability of any Relief, would have been liable been) required to make a be paid to the relevant Taxation Authority (taking into account any postponement of the due date for payment of Tax but for such use or set off and ten Business Days after service of notice of the Tax Demand on the Seller by the Buyer stating that the Seller have a liability for a quantified amount pursuant to this schedule; and 5.1.4 in any other case, the date falling ten Business Days after the date of service of a notice of the Tax Demand on the Seller by the Buyer stating that the Seller has a liability for a quantified amount pursuant to this scheduleTaxation).

Due date for payment. 5.1 Where the Seller becomes liable 6.1 Subject to make any payment pursuant to a Tax Claimparagraph 6.5, the due date for the making of a payment by the Vendor under this Part 2 of this Schedule 4 will be the later of the date falling ten Business Days after the Purchaser has served a notice on the Vendor demanding such payment shall be:and the date determined in accordance with paragraphs 6.2 to 6. 5.1.1 where 6.2 In any case involving a Liability to Taxation falling within paragraph (a) of the payment relates to a definition of that expression in paragraph 1.1 or any other liability of the Company to make an actual payment, the second date mentioned in paragraph 6.1 will be the date falling five clear Business Days before the last date upon which the payment is required to be made to the person entitled thereto (after taking into account any postponement of the due date for payment of Taxany Taxation which is obtained). 6.3 In any case involving a Liability to Taxation falling within paragraph (b) of the definition of that expression in paragraph 1.1, the second date mentioned in paragraph 6.1 will be the date falling five clear Business Days before the last date upon which the payment of Taxation which has been reduced or eliminated by the use of a Purchaser's Relief is or would have been required to be made to the relevant Taxation Authority. 6.4 In any case involving a Liability to Taxation falling within paragraph (c) of the definition of that expression in paragraph 1.1: 6.4.1 if the Purchaser's Relief lost was a Relief other than a right to repayment of Taxation, the second date mentioned in paragraph 6.1 will be the date falling five clear Business Days before the last date upon which Taxation is or would have been required to be paid to the relevant Taxation Authority in respect of the period in which the Purchaser's Relief is lost (irrespective of whether the Company then had sufficient profits or was otherwise in a position actually to use the Purchaser's Relief); or 6.4.2 if the Purchaser's Relief lost was a right to a repayment of Taxation, the second date mentioned in paragraph 6.1 will be the date upon which the repayment was due from the relevant Taxation Authority. 6.5 In any case involving a liability of the Vendor to pay an additional amount to the Purchaser under paragraph 5.2 as a result of: 6.5.1 any deduction or withholding being required by law to be made, the due date for payment will be the same as the due date for payment of the amount from which the deduction or withholding is required to be made; and 6.5.2 the Purchaser being subject to Taxation in respect of any payment, the due date for payment will be the later of three Business Days prior to the last date on which that payment of Tax can be made and ten Business Days after service of a notice of the Tax Demand on the Seller by the Buyer stating that the Seller has a liability for a quantified amount pursuant to this schedule; 5.1.2 where the payment relates to the loss of a Relief which would have operated as a deduction from gross income, profits or gains, the later of three Business Days prior to the last date on which the Company is liable to make the first actual payment of Tax which could have been avoided by the use or set off of that Relief had it not been lost and ten Business Days after the date of service of the Tax Demand on the Seller by the Buyer stating that the Seller has a liability for a quantified amount pursuant to this schedule; 5.1.3 where the payment relates to the use or set off of a Relief, the later of three Business Days prior to the last date on which the Company would have been liable to make a payment of Tax but for such use or set off and ten Business Days after service of notice of the Tax Demand on the Seller by the Buyer stating that the Seller have a liability for a quantified amount pursuant to this schedule; and 5.1.4 in any other case, the date falling ten Business Days after the Purchaser has served a notice on the Vendor demanding such payment and the date falling five clear Business Days before the last date upon which the Taxation is (or, but for the availability of service any Relief, would have been) required to be paid to the relevant Taxation Authority (taking into account any postponement of the due date for payment of Taxation). 6.6 If any payment required to be made by the Vendor under this Part 2 of this Schedule 4 is not made by the due date, ascertained in accordance with paragraphs 6.1 to 6.5, then such payment will bear interest from the due date for payment at the annual rate of 3 per cent above the base lending rate from time to time of National Westminster Bank plc, accruing on a daily basis until payment is made, whether before or after judgement, calculated on the basis of a notice of the Tax Demand on the Seller by the Buyer stating that the Seller has a liability for a quantified amount pursuant to this schedule365 day year.

Due date for payment. 5.1 Where 3.1 Payments by the Seller becomes liable to make any payment Sellers pursuant to a the Tax Claim, the due date Covenant or for the making breach of the payment Tax Warranties (including under sub-clause 7.6 of the agreement) shall bebe made in cleared funds on the later of the date which falls ten business days after the date of written notice from the Purchaser of the amount which the Sellers are required to pay and the date or date specified in subparagraph 3.2 below. 3.1 The date and dates referred to in subparagraph 3.1 are: 5.1.1 where (a) if the payment relates Tax Liability giving rise to a liability of the Company to make claim involves an actual payment of TaxTax by the Company, the later of three Business Days prior to the last date on which day that payment of Tax can be made and ten Business Days after service of a notice of the Tax Demand on the Seller by the Buyer stating that the Seller has a liability for a quantified amount pursuant to this schedule; 5.1.2 where the payment relates to the loss of a Relief which would have operated as a deduction from gross income, profits or gains, the later of three Business Days is five business days prior to the last date on which the Company is liable Tax in question would have had to make be paid to the first actual payment relevant Tax Authority in order to prevent a liability to interest or a fine, surcharge or penalty from arising in respect of the Tax Liability in question; (b) if the Tax Liability giving rise to the claim involves the Loss of a right to repayment of Tax, the date on which the repayment would otherwise have been made; (c) if the Tax Liability giving rise to the claim involves the Loss of a Relief other than a right to repayment of Tax, the last date on which the Tax which could have been avoided saved by the use or set off of that the Relief (had it not been lost and ten Business Days after available) is or would have been required to be paid to the date of service relevant Tax Authority in order to prevent a liability to interest or a fine, surcharge or penalty from arising in respect of the Tax Demand on the Seller by the Buyer stating Liability in question (assuming for these purposes that the Seller has Company had sufficient profits or was otherwise in a liability for a quantified amount pursuant position to this scheduleuse the Relief in the relevant period); 5.1.3 where (d) if the payment relates Tax Liability giving rise to the claim involves the use or set set-off in whole or in part of any Relief against what would otherwise have been a Reliefpayment of Tax by the Company, the later of three Business Days prior to the last date on which the Company Tax saved thereby would otherwise have been liable become due and payable to make the relevant Tax Authority in order to prevent a payment of Tax but for such use liability to interest or set off and ten Business Days after service of notice a fine, surcharge or penalty from arising in respect of the Tax Demand on the Seller by the Buyer stating that the Seller have a liability for a quantified amount pursuant to this schedule; andLiability in question; 5.1.4 (e) in any all other casecases, the date falling which falls ten Business Days business days after written demand from the Purchaser. 3.2 Any sum due under subparagraph 1 which is not paid by the Sellers by the due date determined under subparagraphs 3.1 or 3.2 will carry interest calculated on a daily basis (as well after as before judgement) at the rate of 2 per cent. per annum above the base lending rate (or equivalent published rate) of Barclays Bank PLC from time to time from the due date to the date of service of a notice of the Tax Demand on the Seller by the Buyer stating that the Seller has a liability for a quantified amount pursuant to this scheduleactual payment (both dates inclusive).

Due date for payment. 5.1 7.1 Where the Seller becomes liable to make any payment pursuant to a Tax Claim, the due date for the making of the payment shall be: 5.1.1 7.1.1 where the payment relates to a liability of the Company to make an actual payment of TaxTax or a payment on account of Tax to a Tax Authority, the day which is the later of three Business Days prior to the last date on which that payment of Tax can be made to the relevant Tax Authority (after taking into account any postponement of the due date for payment which is obtained) and ten Business Days after service of a notice of the Tax Demand Claim on the Seller by the Buyer stating that the Seller has a liability for a quantified amount pursuant to this scheduleBuyer; 5.1.2 7.1.2 where the payment relates to the loss of a Relief which would have operated as a deduction from gross income, profits or gains, the day which is the later of three Business Days prior to the last date on which the Company is liable to make the first actual payment of Tax to the relevant Tax Authority which could have been avoided by the use or set off of that Relief had it not been lost and ten Business Days after the date service of service a notice of the Tax Demand Claim on the Seller by the Buyer stating that the Seller has a liability for a quantified amount pursuant to this scheduleBuyer; 5.1.3 7.1.3 where the payment relates to the use or set off of a Relief, the day which is the later of three Business Days prior to the last date on which the Company would have been liable to make a payment of Tax to the relevant Tax Authority but for such use or set off and ten Business Days after service of a notice of the Tax Demand Claim on the Seller by the Buyer stating that the Seller have a liability for a quantified amount pursuant to this scheduleBuyer; and 5.1.4 7.1.4 where the payment relates to a liability arising under paragraph 1.2 of Part 3 of this Schedule, the same payment date as the Tax Liability to which the costs and expenses relate; and 7.1.5 in any other case, the date falling ten Business Days after the date of service of a notice of the Tax Demand Claim on the Seller by the Buyer stating that Buyer. 7.2 If any payment required to be made by the Seller has a liability for a quantified amount pursuant to this scheduleSchedule is not made by the due date then simple interest shall be payable on the amount payable from the later of (i) the due date for payment and (ii) the date on which the Buyer or the Company are entitled to deal with the Tax Demand as they think fit pursuant to paragraph 8.3 of this part 4, until the date when payment is actually made at a rate of 2% above the base rate from time to time of the Company’s bankers from time to time provided that such interest shall not accrue on any amount which represents interest for late payment of Tax.

Due date for payment. 5.1 6.1 Where the Seller becomes liable to make any a payment pursuant to a Tax ClaimIndemnity or a Tax Warranty Breach, the due date for the making of the payment shall bebe made within 10 Business Days from the earlier of: 5.1.1 where (a) in the payment relates to a liability case of the Company to make an actual payment of TaxActual Tax Liability, the later of three of: (i) the 10th Business Days prior to the last date on which that payment of Tax can be made and ten Business Days after service of a notice of the Tax Demand on the Seller by the Buyer stating that the Seller has a liability for a quantified amount pursuant to this schedule; 5.1.2 where the payment relates to the loss of a Relief which would have operated as a deduction from gross income, profits or gains, the later of three Business Days prior to the last date on which the Company is liable to make the first actual payment of Tax which could have been avoided by the use or set off of that Relief had it not been lost and ten Business Days Day after the date of service of Purchaser makes a demand for payment; and (ii) the Tax Demand on the Seller by the Buyer stating that the Seller has a liability for a quantified amount pursuant to this schedule; 5.1.3 where the payment relates to the use or set off of a Relief, the later of three 10th Business Days prior to Day before the last date on which the Company would have had to have paid the Actual Tax Liability that has given rise to the Seller’s liability in order to avoid any related interest or penalty; (b) in a case falling within paragraph (a) of the definition of ‘Effective Tax Liability’ (Loss of Accounts Relief), the later of the 10th Business Day after the Purchaser makes a demand for payment and: (i) where the Accounts Relief which is lost was a right to repayment of Tax, the date on which the Company otherwise would have received such repayment; or (ii) where the Accounts Relief which is lost was not a right to repayment of Tax, the date on which the Tax is or would have been required to be paid to the relevant Tax Authority in respect of the earlier of the period in which the loss of the Accounts Relief gives rise to an actual liability to pay Tax or the period in which the Loss of the Accounts Relief occurs; Project Speedway – SPA 68 (c) in a case falling within paragraph (b) of the definition of ‘Effective Tax Liability’ (set-off of Relief), the later of: (i) the 10th Business Day after the Purchaser makes a demand for payment; and (ii) the date on which the Company would have become liable to make a payment of Tax but for such use or set the set-off and ten Business Days after service of notice of the Tax Demand on the Seller by the Buyer stating that the Seller have a liability for a quantified amount pursuant to this scheduleAccounts Relief or Purchaser’s Relief; and 5.1.4 (d) in any other case, the date falling ten 10th Business Days Day after the date of service Purchaser makes a demand for payment. 6.2 All payments made by the Seller in respect of a notice of the Tax Demand on Liability shall be paid without any deduction or withholding unless a deduction or withholding is required by law. 6.3 All payments made by the Seller by the Buyer stating that the Seller has in respect of a liability for a quantified amount pursuant to this scheduleTax Liability shall be made on an After-Tax Basis.

Due date for payment. 5.1 8.1 Where the Seller becomes liable to make any payment pursuant to a Tax Claim, paragraph 2 above the due date for the making of the that payment shall be: 5.1.1 where the payment relates to a liability of the Company to make an actual payment of Tax, the later of three Business Days prior 8.1.1 (save as mentioned in paragraph 8.1.2 below and subject to the last date on which that payment provisions of Tax can be made and ten Business Days after service of a notice of the Tax Demand on the Seller by the Buyer stating that the Seller has a liability for a quantified amount pursuant to this schedule; 5.1.2 where the payment relates to the loss of a Relief which would have operated as a deduction from gross income, profits or gains, the later of three Business Days prior to the last date on which the Company is liable to make the first actual payment of Tax which could have been avoided by the use or set off of that Relief had it not been lost and ten Business Days after the date of service of the Tax Demand on the Seller by the Buyer stating that the Seller has a liability for a quantified amount pursuant to this schedule; 5.1.3 where the payment relates to the use or set off of a Relief, the later of three Business Days prior to the last date on which the Company would have been liable to make a payment of Tax but for such use or set off and ten Business Days after service of notice of the Tax Demand on the Seller by the Buyer stating that the Seller have a liability for a quantified amount pursuant to this schedule; and 5.1.4 in any other caseparagraph 8.2 below), the date falling ten Business Days after the date of service of a notice of the Tax Demand on when the Seller has been notified by the Buyer stating relevant Group Company or the Purchaser that the Seller has a liability for a quantified determinable amount under paragraph 2; 8.1.2 in respect of an 'A' Liability for Taxation only, the date (if later than that specified in paragraph 8.1.1 above) ten Business Days prior to: (A) in the case of Tax in respect of which there is no provision for payment by instalments, the latest date on which the Tax in question can be paid to the relevant Tax Authority in order to avoid a liability to interest or penalties accruing; or (B) in the case of Tax in respect of which there is provision for payment by instalments, each date on which an instalment of such Tax becomes payable (and so that on each such date an appropriate proportion of the amount claimed shall be paid, such proportion to be notified by the Purchaser to the Seller at least five Business Days prior to each such date); and 8.1.3 in the case of a 'B' Liability for Taxation or a 'C' Liability for Taxation only the equivalent date (if later than that specified in paragraph 8.1.1 above) to the date in paragraph 8.1.2 above for the Tax which is payable by the relevant Group Company which would not have been payable had there been no utilisation of the Purchaser's Tax Relief in the case of a 'B' Liability for Taxation, or no loss or failure to obtain the Purchaser's Tax Relief in the case of a 'C' Liability for Taxation. 8.2 Notwithstanding the provisions of paragraph 8.1 above, if the date on which Tax to which this clause applies can be recovered is deferred following application to the appropriate Tax Authority and the Seller indemnifies the Purchaser and the relevant Group Company to their reasonable satisfaction, the date for payment by the Seller (if later than that specified in paragraph 8.1.1 above) shall be the earlier of the ten Business Days before the date on which the Tax becomes recoverable by the relevant Tax Authority (notwithstanding any initial deferral) and such date when the relevant Tax liability is finally and conclusively determined. For this purpose, a Tax liability shall be deemed to be finally and conclusively determined when, in respect of such liability, a decision of a court or tribunal is given or other determination is made from which either no appeal lies or in respect of which no appeal is made within the prescribed time limit or a binding agreement is entered into with the relevant Tax Authority which agrees the amount of Tax which is payable in respect of that liability (if any) and prevents the relevant Tax Authority from seeking to collect any further amounts in respect of that liability. 8.3 Where the Purchaser becomes liable to make any payment pursuant to this scheduleparagraph 5, the due date for payment shall be as follows: 8.3.1 in respect of a liability to make a payment under paragraph 5, the date falling five Business Days before the last date upon which the Seller would have to pay the Taxation that has given rise to the liability of the Purchaser under paragraph 5 in order to avoid incurring a liability to pay interest or a surcharge or penalty; and 8.3.2 the date falling ten Business Days after the date when the Purchaser or the relevant Group Company has received any sum as is referred to in paragraph 7.1.

Due date for payment. 5.1 Where 11.1 Subject to clause 11.3, where a Tax Assessment in respect of which the Seller becomes liable to make any payment pursuant Buyer is entitled to a Tax Claim, payment under this Deed requires the due date for the making of the payment shall be: 5.1.1 where the payment relates to Buyer or a liability of the Broadcast Group Company to make an actual a payment in respect of Taxa Liability to Taxation, the Sellers shall pay to the Buyer the amount claimed in respect of that Tax Assessment under this Deed on or before the date which is the later of three Business Days prior to the last date on which that payment of Tax can be made and ten five Business Days after service of a notice of the Tax Demand on the Seller formal written demand is made by the Buyer stating that and the Seller has a liability for a quantified amount pursuant to this schedule; 5.1.2 where the payment relates to the loss of a Relief which would have operated as a deduction from gross income, profits or gains, the later of three fifth Business Days Day prior to the last date on which the Company is liable Taxation in question may be paid to make the first actual Taxation Authority demanding the same without incurring interest or penalties for late payment. 11.2 Subject to clause 11.3, in the case of a claim under clause 2.6 (utilisation of a Buyer’s Relief), the due date for payment under this Deed shall be the later of Tax which could have been avoided by the use or set off of that Relief had it not been lost and ten date five Business Days after the date of service of the Tax Demand on the Seller formal written demand is made by the Buyer stating that and the Seller has a liability for a quantified amount pursuant to this schedule; 5.1.3 where the payment relates to the use or set off of a Relief, the later of three fifth Business Days Day prior to the last date on which the Company Taxation which would not have been liable to make a payment of Tax payable but for such use or set off and ten Business Days after service of notice the utilisation of the Tax Demand on Buyer’s Relief may be paid to the Seller by Taxation Authority demanding the Buyer stating same without incurring interest or penalties for late payment. If the Taxation which would not have been payable but for the utilisation of the Buyer’s Relief is less than the amount claimed under clause 2.6, the Sellers’ obligations under this clause 11.2 shall apply only to the extent of that Taxation. 11.3 If either of the Sellers requests in accordance with clause 10.1 that the Seller have a liability for a quantified amount pursuant to this schedule; and 5.1.4 in any other caserelevant Tax Assessment should be appealed or resisted, the date falling ten for payment by the Sellers shall be, if later than the relevant dates in clause 11.1 or 11.2 (as the case may be), five Business Days after the date when the amount of service Taxation which is payable, or, in the case of a claim under clause 2.6, which would have been payable but for the utilisation of the Buyer’s Relief, is finally determined. For this purpose, an amount of Taxation shall be deemed to be finally determined when, in respect of such amount, an agreement under section 54 of the Taxes Management ▇▇▇ ▇▇▇▇ or any legislative provision corresponding to that section for the purposes of the relevant tax is made or a decision of a court or tribunal is given from which either no appeal lies or in respect of which no appeal is made within the prescribed time limit or the time for any assessment pursuant to paragraph 46(1), schedule 18 Finance ▇▇▇ ▇▇▇▇ has passed, no notice of assessment having been served or assessment begun. 11.4 In the Tax Demand case of a claim under clause 2.3 (Group Relief Payment), the due date for payment under this Deed shall be on the Seller by same Business Day as the Group Relief Payment is made to the relevant member of the Sellers’ Group in accordance with clause 14 of this Deed or clause 5.16 of the Agreement. 11.5 A good faith estimate of the capital allowances pool available to NatTrans as at Completion will be agreed between the Buyer stating and the Sellers no later than 18 months after Completion, failing which the procedure in Clause 3.9 of the Agreement will apply (mutatis mutandis) to determine the estimate. 11.6 In the event that the Seller has estimate (if necessary as determined under the said Clause 3.9) is less than the Minimum Buyer’s Allowance, a liability for Compensation Payment will be made to the Buyer no later than 18 months after Completion in reduction of the purchase price. If subsequently the available allowances as finally determined exceed the estimate, the Compensation Payment will forthwith be returned to the Sellers in an amount referable to that excess and to the extent that the available allowances are less then the estimate, a quantified further Compensation Payment will forthwith be made in reduction of the purchase price in an amount pursuant referable to that shortfall. 11.7 Interest at an annual rate of 3 % above LIBOR shall be payable on any amount payable under this scheduleDeed which is not paid on the due date hereunder.

Due date for payment. 5.1 Where The Principal Sellers shall pay to the Seller becomes liable to make Buyer any payment pursuant required to a Tax Claim, the due date for the making of the payment shall be:be made by them in cleared funds:- 5.1.1 where the payment relates to in a liability of the Company to make case that involves an actual payment of TaxTax by the Company, the later of three seven Business Days prior to the last date on which that payment of Tax can be made and ten Business Days after service of a notice of the Tax Demand on the Seller by the Buyer stating that the Seller has a liability for a quantified amount pursuant to this schedule; 5.1.2 where the payment relates to the loss of a Relief which would have operated as a deduction from gross income, profits or gains, the later of three Business Days prior to the last date on which the Company is liable to make the first actual payment of Tax which could have been avoided by the use or set off of that Relief had it not been lost and ten Business Days after the date of service of the Tax Demand on the Seller by the Buyer stating that the Seller has a liability for a quantified amount pursuant to this schedule; 5.1.3 where the payment relates to the use or set off of a Relief, the later of three Business Days prior to immediately before the last date on which the Company would have had to pay to the relevant Tax Authority the Tax that has given rise to the Covenantor's liability under this Schedule in order to avoid incurring a liability to interest or a charge or penalty in respect of that Liability to Tax; or 5.1.2 to the extent the claim under this Schedule involves the denial or loss or set-off in whole or in part of any right to repayment of Tax, the date which is or would have been liable the "material date" for the purposes of Sections 825 and 826 of the Taxes Act or, in the case where those sections do not apply to make a payment the repayment in question, the date on which such Tax would otherwise have been repaid; 5.1.3 to the extent the claim under this Schedule involves the denial, loss, reduction, cancellation, modification or set-off in whole or in part of Tax any Relief the seventh Business Day prior to the date on which the Tax, which would have been saved but for such use denial, loss reduction, modification, cancellation or set off set-off, becomes due and ten Business Days after service payable; 5.1.4 in the case of notice a liability under clause 2.1.4 the date which would have been the due date in clause 5.1.1 but for the availability of the Tax Demand on the Seller by the Buyer stating that the Seller have a liability for a quantified amount pursuant to this scheduleRelief; and 5.1.4 5.1.5 in any other casecase that involves an actual payment by the Company, seven Business Days immediately before the last date on which the Company would have had to pay to the relevant person the amount that has given rise to the Covenantor's liability under this Schedule in order to avoid incurring a liability to interest in respect of that liability. 5.2 If any payment required to be made by the Principal Sellers under this Schedule is not made by the due date then, except to the extent that the Principal Sellers' liability under clause 2 compensates the Company for the late payment by virtue of its extending to interest and penalties, that payment shall carry interest from that due date until the date falling ten when the payment is actually made at the rate of 2 per cent above the base rate from time to time of Barclays Bank PLC. 5.3 The Principal Sellers shall pay to the Company or the Buyer as the case may be any amount required to be paid by them pursuant to clause 2.1 within seven Business Days after the date of service of a notice Company or the Buyer notifies the Principal Sellers in writing that it has incurred or suffered such costs or expenses. 5.4 Notice of the Tax Demand amount of the payment required to be made by the Principal Sellers under clause 5.3 and the due date for payment shall be given in writing by the Company or the Buyer and shall (save for manifest error) be conclusive and binding on the Seller by the Buyer stating that the Seller has a liability for a quantified amount pursuant to this schedulePrincipal Sellers.

Due date for payment. 5.1 Where Subject to the Seller becomes liable to make any payment pursuant to a Tax Claimprovisions of clause 11 (Escrow Arrangements), the due date for the making of a payment from the payment Escrow Account that is due under paragraphs 3.1 to 3. 5 (inclusive) shall be: 5.1.1 where the payment relates to , in any case involving a liability of the Company to make an actual payment of TaxTaxation, the later of three the date falling five Business Days prior to after the Buyer has served notice on the Managers’ Representative demanding such payment and the date falling five Business Days before the last date on which that payment of Tax can be made and ten Business Days after service of a notice of the Tax Demand on the Seller by the Buyer stating that the Seller has a liability for a quantified amount pursuant to this schedule; 5.1.2 where the payment relates to the loss of a Relief which would have operated as a deduction from gross income, profits or gains, the later of three Business Days prior to the last date on upon which the Company is obliged to make such payment in order to avoid incurring any fine, penalty or interest in respect of unpaid Taxation. 5.2 If the Principal Shareholders are or become liable to make a payment under paragraphs 3.1 to 3.5 (inclusive) in respect of any other case not involving a liability of the first Company to make an actual payment of Tax which could have been avoided by Taxation, the use or set off of that Relief had it not been lost and ten Business Days after Buyer will notify the date of service Managers’ Representative in writing of the Tax Demand on amount which the Seller by the Buyer stating that the Seller has a liability for a quantified amount pursuant Principal Shareholders are required to this schedule; 5.1.3 where the payment relates pay and, subject to the use provisions of clause 11 (Escrow Arrangements), such amount shall be paid from the Escrow Account on or set off before: 5.2.1 in the case of a Liability to Taxation involving the loss, cancellation, nullification or clawing back of a Relief, the later of three the date five Business Days prior to the last date on which the Company would have been liable to make before Taxation is payable as a payment result of Tax but for such use loss, cancellation, nullification or set off clawing back and ten Business Days after service of notice of the Tax Demand on the Seller by the Buyer stating that the Seller have a liability for a quantified amount pursuant to this schedule; and 5.1.4 in any other case, the date falling ten five Business Days after the date of service such notice; 5.2.2 in the case of a notice Liability to Taxation involving the utilisation or set off of a Relief or right of repayment of Tax, the later of the date five Business Days before any Taxation would have been payable were it not for such set-off and five Business Days after the date of such notice; 5.2.3 in the case of a Liability to Taxation involving the loss of a right to repayment of Tax, the later of the date on which such repayment was due from a Tax Demand Authority and five Business Days after the date of such notice; 5.2.4 in the case of a Liability to Taxation involving a liability of the Company pursuant to an indemnity, guarantee or covenant, the date falling five Business Days before the date on which the relevant Company is due to discharge the liability under the relevant indemnity, guarantee or covenant. 5.3 Subject to the provisions of clause 11 (Escrow Arrangements), the due date for the making of a payment that is due under paragraph 3.6 shall be the date falling five Business Days after the Buyer has served notice on the Seller Managers’ Representative demanding such payment accompanied by an appropriate invoice (or other reasonably satisfactory evidence of the Buyer stating that the Seller has a liability for a quantified amount pursuant to this scheduleamount).

Due date for payment. 5.1 Where 6.1 The Covenantors shall pass to the Seller becomes liable to make Purchaser any payment pursuant required to be made by them in cleared funds:- 6.1.1 in a Tax Claim, the due date for the making of the payment shall be: 5.1.1 where the payment relates to a liability of the Company to make case that involves an actual payment of TaxTax by the Company, the later of three seven Business Days prior to the last date on which that payment of Tax can be made and ten Business Days after service of a notice of the Tax Demand on the Seller by the Buyer stating that the Seller has a liability for a quantified amount pursuant to this schedule; 5.1.2 where the payment relates to the loss of a Relief which would have operated as a deduction from gross income, profits or gains, the later of three Business Days prior to the last date on which the Company is liable to make the first actual payment of Tax which could have been avoided by the use or set off of that Relief had it not been lost and ten Business Days after the date of service of the Tax Demand on the Seller by the Buyer stating that the Seller has a liability for a quantified amount pursuant to this schedule; 5.1.3 where the payment relates to the use or set off of a Relief, the later of three Business Days prior to immediately before the last date on which the Company would have been liable had to make a payment of have paid to the relevant Tax but for such use or set off and ten Business Days after service of notice of Authority the Tax Demand on that has given rise to the Seller by the Buyer stating that the Seller have Covenantor's liability under this Deed in order to avoid incurring a liability for to interest or a quantified amount pursuant charge or penalty in respect of that Liability to this scheduleTax; andor 5.1.4 6.1.2 in any other casea case falling within Section 2.1.3, the date falling ten five Business Days after the date of service of a notice on which the Covenantors has been notified by the Purchaser that the auditors for the time being of the Tax Demand on Company have certified, at the Seller by request of the Buyer stating Purchaser, that the Seller has a there is liability for a quantified determinable amount under Section 2.4; 6.1.3 to the extent the claim under this Deed involves the loss of any right to repayment of Tax, the date which is or would have been the "material date" for the purposes of Sections 825 and 826 of the Taxes Act or, in the case where those Sections do not apply to the repayment in question, the date on which such Tax would otherwise have been repaid; 6.1.4 to the extent the claim under this Deed involves the loss of any Relief, the seventh Business Day prior to the date on which the Tax, which would have been saved but for such loss becomes due and payable. 6.2 If any payment required to be made by the Covenantors under this Deed is not made by the due date then that payment shall carry interest from that due date until the date when the payment is actually made at the rate of 4 per cent above the base rate from time to time of National Westminster Bank PLC or such bank as succeeds it. 6.3 The Covenantors shall pay to the Company or the Purchaser as the case may be any amount required to be paid by them pursuant to this scheduleSection 2.1.2 on the date on which the Company or the Purchaser incurs or suffers such costs or expenses. 6.4 Notice of the amount of the payment required to be made by the Covenantors under Section 6.3 and the due date for payment shall be given in writing by the Company or the Purchaser and shall (save for manifest error) be conclusive and binding on the Covenantors.

Due date for payment. 5.1 8.1 Where the Seller becomes Covenantors become liable to make any payment pursuant to a Tax Claim, clause 2 or sub-clause 8.4 of this Deed the due date for the making of the that payment shall be: 5.1.1 where the payment relates to a liability of the Company to make an actual payment of Tax, the later of three Business Days prior 8.1.1 (save as mentioned in paragraph 8.1.2 below and subject to the last date on which that payment provisions of Tax can be made and ten Business Days after service of a notice of the Tax Demand on the Seller by the Buyer stating that the Seller has a liability for a quantified amount pursuant to this schedule; 5.1.2 where the payment relates to the loss of a Relief which would have operated as a deduction from gross income, profits or gains, the later of three Business Days prior to the last date on which the Company is liable to make the first actual payment of Tax which could have been avoided by the use or set off of that Relief had it not been lost and ten Business Days after the date of service of the Tax Demand on the Seller by the Buyer stating that the Seller has a liability for a quantified amount pursuant to this schedule; 5.1.3 where the payment relates to the use or set off of a Relief, the later of three Business Days prior to the last date on which the Company would have been liable to make a payment of Tax but for such use or set off and ten Business Days after service of notice of the Tax Demand on the Seller by the Buyer stating that the Seller have a liability for a quantified amount pursuant to this schedule; and 5.1.4 in any other casesub-clause 8.2 below), the date falling ten Business Days after the date of service of a notice when the Covenantors have been notified by the Company or the Purchaser or any of the Tax Demand on the Seller by the Buyer stating Subsidiaries, that the Seller has Covenantors have a liability for a quantified determinable amount under clause 2 or sub-clause 8.4; or 8.1.2 in respect of an 'A' Liability for Taxation only, the date (if later than that specified in paragraph 8.1.1 above) two Business Days prior to: (A) in the case of tax in respect of which there is no provision for payment by instalments, the latest date on which the tax in question can be paid to the relevant Tax Authority in order to avoid a liability to interest or penalties accruing; (B) in the case of tax in respect of which there is provision for payment by instalments, each date on which an instalment of such tax becomes payable (and so that on each such date an appropriate proportion of the amount claimed shall be paid, such proportion to be notified by the Purchaser to the Covenantors at least five Business Days prior to each such date); (C) in the case of a payment relating to Group Relief, the date on which the repayment of the Group Relief is payable to the person demanding the same; or 8.1.3 in the case of a 'B' Liability for Taxation or a 'C' Liability for Taxation only the equivalent date (if later than that specified in paragraph 8.1.1 above) to the date in paragraph 8.1.2 above for the tax which is payable by the Company or any of the Subsidiaries which would not have been payable had there been no utilisation of the Purchaser's Tax Relief in the case of a 'B' Liability for Taxation, or no loss or failure to obtain the Purchaser's Tax Relief in the case of a 'C' Liability for Taxation. 8.2 Notwithstanding the provisions of sub-clause 8.1 above, if the date on which tax to which this clause applies can be recovered is deferred following application to the appropriate Tax Authority and the Covenantors indemnify the Purchaser and the Company and the Subsidiary concerned to their reasonable satisfaction, the date for payment by the Covenantors (if later than that specified in paragraph 8.1.1 above) shall be the earlier of the date on which the tax becomes recoverable by the relevant Tax Authority (notwithstanding any initial deferral) and such date when the amount of tax is finally and conclusively determined. For this purpose, an amount of tax shall be deemed to be finally and conclusively determined when, in respect of such amount, an agreement under Section 54 of the Taxes Management Act 1970 is made, or a decision of a court or tribunal is given or any binding agreement or determination is made from which either no appeal lies or in respect of which no appeal is made within the prescribed time limit. 8.3 Where the Purchaser becomes liable to make any payment pursuant to clause 5, 6 or clause 7 of this scheduleDeed the due date for payment shall be as follows: 8.3.1 in respect of a liability to make a payment under clause 5, the date falling two Business Days before the last date upon which the relevant Covenantor would have to pay the taxation that has given rise to the liability of the Purchaser under clause 5 in order to avoid incurring a liability to pay interest or a charge or penalty; 8.3.2 in respect of a liability to make a payment under clause 6, the date falling two Business Days after the amount of any over provision or the amount by which the liability to tax of the Purchaser, the Company or any Subsidiary is reduced by reason of the Tax Relief, is determined in accordance with the provisions of clause 6; and 8.3.3 in respect of a liability to make a payment under clause 7, the date falling two Business Days after the date when the Purchaser, the Company or the relevant Subsidiary has received any sum as is referred to in clause 7.1.2 (A) of this Deed. 8.4 If any payment required to be made under this Deed is not made by the due date for the making thereof as described in sub-clauses 8.1, 8.2 and 8.3 above, then the party required to make the payment ("the payer") shall pay to the party entitled to receive the payment ("the payee") interest from that due date until the date when the payment is actually made calculated on a daily basis at the rate of 2% per annum above the base rate from time to time of Barclays Bank PLC, less the amount by which the payee is compensated for late payment by virtue of the payer's relevant liability under clauses 2 or 5 (as the case may be) extending to interest.