Common use of Due date for payment Clause in Contracts

Due date for payment. 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 and the date determined in accordance with paragraphs 6.2 to 6.4. 6.2 In any case involving a Liability to Taxation falling within paragraph (a) of the 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 any 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 the date falling five 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 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).

Due date for payment. 6.1 The 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 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 and the date determined in accordance with paragraphs 6.2 to 6.4. 6.2 In any case involving a Liability to Taxation falling within paragraph (a) of the definition of that expression in paragraph .1.1 or any other liability of the Company to make an actual paymentpayment of Tax, the second date mentioned in paragraph 6.1 will be the date falling five clear later of three Business Days before prior to the last date upon 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 is required to be made relates to the person entitled thereto (after taking into account any postponement loss of the due date for payment of any Taxation a Relief which is obtained). 6.3 In any case involving would have operated as a Liability to Taxation falling within paragraph (b) of the definition of that expression in paragraph 1.1deduction from gross income, profits or gains, the second date mentioned in paragraph 6.1 will be the date falling five clear later of three Business Days before prior to the last date upon on which the Company is liable to make the first actual payment of Taxation Tax which has could have been reduced or eliminated avoided 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 set off of that expression in paragraph 1.1: 6.4.1 if the Purchaser’s Relief had it not been 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 the date falling five and ten Business Days after the Purchaser has served a notice date of service of the Tax Demand on the Vendor demanding 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 payment 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 five clear ten Business Days before after the last date upon which the Taxation is (or, but for the availability of any Relief, would have been) required to be paid to the relevant Taxation Authority (taking into account any postponement service of a notice of the due date Tax Demand on the Seller by the Buyer stating that the Seller has a liability for payment of Taxation)a quantified amount pursuant to this schedule.

Due date for payment. 6.1 The 5.1 Where the Covenantor becomes liable to make any payment pursuant to clause 2 or sub-clause 6.2 of this Schedule, the due date for the making of a that payment by shall be: 5.1.1 (save as mentioned in sub-clause 5.1.2 below and subject to the Vendor under this Part 2 provisions of this Schedule 4 will be the later of sub-clause 5.2 below), the date falling five ten Business Days after the Purchaser date when the Covenantor has served been notified by any member of the Group or the Buyer, that the Covenantor has a notice on the Vendor demanding such payment and liability for a determinable amount under clause 2 or sub-clause 6.2; or 5.1.2 in respect of an ‘A’ Liability for Taxation only, the date determined in accordance with paragraphs 6.2 to 6.4. 6.2 In any case involving a Liability to Taxation falling within paragraph (a) of the definition of if later than that expression specified in paragraph .1.1 or any other liability 5.1.1 above) five Business Days prior to: (i) in the case of the Company to make an actual paymentTax in respect of which there is no provision for payment by instalments, the second latest date mentioned in paragraph 6.1 will be the date falling five clear Business Days before the last date upon on 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 any Taxation which is obtained). 6.3 In any case involving a Liability to Taxation falling within paragraph (b) of the definition of that expression tax 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 question can be paid to the relevant Taxation Authority 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 period 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 which the Purchaser’s case of a payment relating to Group 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 on which the repayment was due from 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 clause 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 Taxation AuthorityTax 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. 6.5 In 5.3 If 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 payment required by law to be made, 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 will be the same as the from that 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 until the date falling five Business Days after when the Purchaser has served payment is actually made calculated on a notice on daily basis at the Vendor demanding 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 and the date falling five clear Business Days before the last date upon which the shall be treated for all purposes relating to UK Taxation is (or, but for the availability of any Relief, would have been) required to be paid as a payment to the relevant Taxation Authority (taking into account Buyer and not a payment to any postponement of other person and constituting an adjustment to the due date for payment of Taxation)Consideration.

Due date for payment. 6.1 The due date for Where the making of Seller becomes liable to make a payment by pursuant to a Tax Indemnity or a Tax Warranty Breach, payment shall be made within 10 Business Days from the Vendor under this Part 2 earlier of: (a) in the case of this Schedule 4 will be an Actual Tax Liability, the later of of: (i) the date falling five 10th Business Days Day after the Purchaser makes a demand for payment; and (ii) the 10th Business Day before the last date on which the Company would have had to have paid the Actual Tax Liability that has served given rise to the Seller’s liability in order to avoid any related interest or penalty; (b) in a notice on the Vendor demanding such payment and the date determined in accordance with paragraphs 6.2 to 6.4. 6.2 In any case involving a Liability to Taxation falling within paragraph (a) of the definition of that expression in paragraph .1.1 or any other liability ‘Effective Tax Liability’ (Loss of Accounts Relief), the later of the Company to make an actual payment, 10th Business Day after 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 Purchaser makes a demand for payment of any Taxation and: (i) where the Accounts Relief 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 TaxationTax, the second date mentioned in paragraph 6.1 will be 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 falling five clear Business Days before on which the last date upon which Taxation Tax is or would have been required to be paid to the relevant Taxation Tax Authority in respect of the earlier of the period in which the Purchaser’s loss of the Accounts Relief is lost 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 (irrespective c) in a case falling within paragraph (b) of whether 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 then had sufficient profits would have become liable to make a payment of Tax but for the set-off of the Accounts Relief or was otherwise in a position actually to use the Purchaser’s Relief); orand 6.4.2 if the Purchaser’s Relief lost was a right to a repayment of Taxation(d) in any other case, the second date mentioned in paragraph 6.1 will be 10th Business Day after the date upon which the repayment was due from the relevant Taxation AuthorityPurchaser makes a demand for payment. 6.5 In any case involving 6.2 All payments made by the Seller in respect of a liability of the Vendor to pay an additional amount to the Purchaser under paragraph 5.2 as a result of: 6.5.1 Tax Liability shall be paid without 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 unless a deduction or withholding is required to be made; andby law. 6.5.2 6.3 All payments made by the Purchaser being subject to Taxation Seller in respect of any payment, the due date for payment will a Tax Liability shall be the later of the date falling five Business Days after the Purchaser has served a notice made 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 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)an After-Tax Basis.

Due date for payment. 6.1 The due date for Covenantors shall pass to the making Purchaser any payment required to be made by them in cleared funds:- 6.1.1 in a case that involves an actual payment of a payment Tax by the Vendor Company, seven Business Days immediately before the last date on which the Company would have had to have paid to the relevant Tax Authority the Tax that has given rise to the Covenantor's liability under this Part 2 Deed in order to avoid incurring a liability to interest or a charge or penalty in respect of this Schedule 4 will be the later of the date that Liability to Tax; or 6.1.2 in a case falling within Section 2.1.3, five Business Days after the date on which the Covenantors has been notified by the Purchaser has served that the auditors for the time being of the Company have certified, at the request of the Purchaser, that there is liability for a notice on determinable amount under Section 2.4; 6.1.3 to the Vendor demanding such payment and extent the claim under this Deed involves the loss of any right to repayment of Tax, the date determined which is or would have been the "material date" for the purposes of Sections 825 and 826 of the Taxes Act or, in accordance with paragraphs 6.2 the case where those Sections do not apply to 6.4the 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 In If any case involving a Liability to Taxation falling within paragraph (a) of the 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 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 person entitled thereto (after taking into account Company or the Purchaser as the case may be any postponement amount required to be paid by them pursuant to Section 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 of any Taxation which is obtained). 6.3 In any case involving a Liability to Taxation falling within paragraph (b) of the definition of that expression shall be given 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 writing by the use of a Purchaser’s Relief is Company 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 and shall (save for manifest error) 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 the date falling five Business Days after the Purchaser has served a notice conclusive and binding 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 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)Covenantors.

Due date for payment. 6.1 The 5.1 Subject to the provisions of clause 11 (Escrow Arrangements), the due date for the making of a payment by from the Vendor Escrow Account that is due under this Part 2 paragraphs 3.1 to 3. 5 (inclusive) shall be, in any case involving a liability of this Schedule 4 will be the Company to make an actual payment of Taxation, the later of the date falling five Business Days after the Purchaser Buyer has served a notice on the Vendor Managers’ Representative demanding such payment and the date determined in accordance with paragraphs 6.2 to 6.4. 6.2 In any case involving a Liability to Taxation falling within paragraph (a) of the 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 Company is obliged to make such payment is 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 Company to make an actual payment of Taxation, the Buyer will notify the Managers’ Representative in writing of the amount which the Principal Shareholders are required to be made pay and, subject to the person entitled thereto provisions of clause 11 (after taking into account any postponement Escrow Arrangements), such amount shall be paid from the Escrow Account on or before: 5.2.1 in the case of the due date for payment of any Taxation which is obtained). 6.3 In any case involving a Liability to Taxation falling within paragraph (b) involving the loss, cancellation, nullification or clawing back of a Relief, the later 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 Taxation is payable as a result of such loss, cancellation, nullification or clawing back and five Business Days after the last date upon which of such notice; 5.2.2 in the payment case 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) involving the utilisation or set off of a Relief or right of repayment of Tax, the later of the definition 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 that expression such notice; 5.2.3 in paragraph 1.1: 6.4.1 if the Purchaser’s Relief lost was case of a Relief other than Liability to Taxation involving the loss of a right to repayment of TaxationTax, the second date mentioned in paragraph 6.1 will be later of the date falling five clear Business Days before the last date upon on 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 such repayment was due from a Tax Authority and five Business Days after the relevant date of such notice; 5.2.4 in the case of a Liability to Taxation Authority. 6.5 In any case involving a liability of the Vendor Company pursuant to pay an additional amount 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 Purchaser under paragraph 5.2 as a result of: 6.5.1 any deduction or withholding being required by law to be madeprovisions of clause 11 (Escrow Arrangements), the due date for the making of a payment will that is due under paragraph 3.6 shall 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 the date falling five Business Days after the Purchaser Buyer has served a notice on the Vendor Managers’ Representative demanding such payment and the date falling five clear Business Days before the last date upon which the Taxation is accompanied by an appropriate invoice (or, but for the availability of any Relief, would have been) required to be paid to the relevant Taxation Authority (taking into account any postponement or other reasonably satisfactory evidence of the due date for payment of Taxationamount).

Due date for payment. 6.1 5.1 The Principal Sellers shall pay to the Buyer any payment required to be made by them in cleared funds:- 5.1.1 in a case that involves an actual payment of Tax by the Company, seven Business Days 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 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; 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 any Relief the seventh Business Day prior to the date on which the Tax, which would have been saved but for such denial, loss reduction, modification, cancellation or set-off, becomes due and payable; 5.1.4 in the case of a liability under clause 2.1.4 the date which would have been the due date in clause 5.1.1 but for the making availability of a the Relief; and 5.1.5 in any other case that involves an actual payment by the Vendor 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 Part 2 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 4 will be is not made by the later 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 five 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 Purchaser Company or the Buyer notifies the Principal Sellers in writing that it has served a notice on the Vendor demanding incurred or suffered such payment and the date determined in accordance with paragraphs 6.2 to 6.4costs or expenses. 6.2 In any case involving a Liability to Taxation falling within paragraph (a) 5.4 Notice of the definition of that expression in paragraph .1.1 or any other liability amount 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 by the person entitled thereto (after taking into account any postponement of Principal Sellers under clause 5.3 and the due date for payment of any Taxation which is obtained). 6.3 In any case involving a Liability to Taxation falling within paragraph (b) of the definition of that expression shall be given 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 writing by the use of a Purchaser’s Relief is Company or would have been required to the Buyer and shall (save for manifest error) 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 the date falling five Business Days after the Purchaser has served a notice conclusive and binding 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 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)Principal Sellers.

Due date for payment. 6.1 The due date for the making of a payment 3.1 Payments by the Vendor Sellers pursuant to the Tax Covenant or for breach of the Tax Warranties (including under this Part 2 sub-clause 7.6 of this Schedule 4 will the agreement) shall be made in cleared funds on the later of the date falling five Business Days which falls ten business days after the date of written notice from the Purchaser has served a notice on of the Vendor demanding such payment amount which the Sellers are required to pay and the date determined or date specified in accordance with paragraphs 6.2 to 6.4subparagraph 3.2 below. 6.2 In any case involving a Liability 3.1 The date and dates referred to Taxation falling within paragraph in subparagraph 3.1 are: (a) of if the definition of that expression in paragraph .1.1 or any other liability of Tax Liability giving rise to the Company to make claim involves an actual paymentpayment of Tax by the Company, the second date mentioned in paragraph 6.1 will be the date falling day that is five clear Business Days before business days prior to the last date upon on which the payment is required Tax in question would have had to be made paid to the person entitled thereto (after taking into account any postponement relevant Tax Authority in order to prevent a liability to interest or a fine, surcharge or penalty from arising in respect of the due date for payment of any Taxation which is obtained).Tax Liability in question; 6.3 In any case involving a Liability to Taxation falling within paragraph (b) if the Tax Liability giving rise to the claim involves the Loss of the definition a right to repayment of that expression in paragraph 1.1Tax, the second date mentioned in paragraph 6.1 will be the date falling five clear Business Days before the last date upon on which the payment of Taxation which has been reduced or eliminated by the use of a Purchaser’s Relief is or repayment would otherwise have been required to be made to the relevant Taxation Authority.made; 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 Tax Liability giving rise to the claim involves the Loss of a Relief other than a right to repayment of TaxationTax, the second date mentioned in paragraph 6.1 will be the date falling five clear Business Days before the last date upon on which Taxation the Tax which could have been saved by the use or set off of the Relief (had it been available) is or would have been required to be paid to the relevant Taxation Tax Authority in order to prevent a liability to interest or a fine, surcharge or penalty from arising in respect of the period Tax Liability in which the Purchaser’s Relief is lost question (irrespective of whether assuming for these purposes that the Company then had sufficient profits or was otherwise in a position actually to use the Purchaser’s ReliefRelief in the relevant period); or; 6.4.2 (d) if the Purchaser’s Tax Liability giving rise to the claim involves the use or set-off in whole or in part of any Relief lost was against what would otherwise have been a right to a repayment payment of TaxationTax by the Company, the second last date mentioned on which the Tax saved thereby would otherwise have become due and payable to the relevant Tax Authority in paragraph 6.1 will be order to prevent a liability to interest or a fine, surcharge or penalty from arising in respect of the Tax Liability in question; (e) in all other cases, the date upon which the repayment was due falls ten business days after written demand from the relevant Taxation AuthorityPurchaser. 6.5 In any case involving a liability of 3.2 Any sum due under subparagraph 1 which is not paid by 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 Sellers by law to be made, the due date for payment determined under subparagraphs 3.1 or 3.2 will be carry interest calculated on a daily basis (as well after as before judgement) at the same as 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 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 the date falling five Business Days after the Purchaser has served a notice on the Vendor demanding such of actual payment and the date falling five clear Business Days before the last date upon which the Taxation is (or, but for the availability of 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 Taxationboth dates inclusive).

Due date for payment. 6.1 The 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: 7.1.1 where the payment relates to 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 and the date determined in accordance with paragraphs 6.2 to 6.4. 6.2 In any case involving a Liability to Taxation falling within paragraph (a) of the definition of that expression in paragraph .1.1 or any other liability of the Company to make an actual paymentpayment of Tax or a payment on account of Tax to a Tax Authority, the second date mentioned in paragraph 6.1 will be day which is the date falling five clear later of three Business Days before prior to the last date upon on which the that payment is required to of Tax can be made to the person entitled thereto relevant Tax Authority (after taking into account any postponement of the due date for payment of any Taxation which is obtained).) and ten Business Days after service of a notice of the Tax Claim on the Seller by the Buyer; 6.3 In any case involving 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 service of a notice of the Tax Claim on the Seller by the Buyer; 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 Claim on the Seller by the Buyer; and 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 Taxation falling within paragraph (b) of which the definition of that expression costs and expenses relate; and 7.1.5 in paragraph 1.1any other case, the second date mentioned in paragraph 6.1 will be the date falling five clear ten Business Days before after service of a notice of the last date upon which Tax Claim on the payment of Taxation which has been reduced or eliminated Seller by the use of a Purchaser’s Relief is or would have been Buyer. 7.2 If any payment required to be made by the Seller pursuant to this Schedule is not made by the relevant Taxation Authority. 6.4 In any case involving a Liability to Taxation falling within paragraph (c) of due date then simple interest shall be payable on 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 amount payable from the relevant Taxation Authority. 6.5 In any case involving a liability later 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, (i) the due date for payment will be and (ii) the same 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 due 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 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 the date falling five 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 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)Tax.

Due date for payment. 6.1 The 11.1 Subject to clause 11.3, where a Tax Assessment in respect of which the Buyer is entitled to a payment under this Deed requires the Buyer or a Broadcast Group Company to make a payment in respect of a 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 the date five Business Days after formal written demand is made by the Buyer and the fifth Business Day prior to the last date on which the Taxation in question may be paid to the 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 the making of a payment by the Vendor under this Part 2 of this Schedule 4 will Deed shall be the later of the date falling five Business Days after formal written demand is made by the Buyer and the fifth Business Day prior to the last date on which Taxation which would not have been payable but for the utilisation of the Buyer’s Relief may be paid to the Taxation Authority demanding the 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 relevant Tax Assessment should be appealed or resisted, the date 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 Purchaser has served a notice on date when the Vendor demanding such payment and the date determined in accordance with paragraphs 6.2 to 6.4. 6.2 In any case involving a Liability to Taxation falling within paragraph (a) amount of the 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 any Taxation which is obtained). 6.3 In any payable, or, in the 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 claim under clause 2.6, which would have been required 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 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 Taxationfinally determined when, 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 such amount, an agreement under section 54 of the period in which Taxes Management ▇▇▇ ▇▇▇▇ or any legislative provision corresponding to that section for the Purchaser’s Relief is lost (irrespective purposes 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 Authoritytax 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. 6.5 11.4 In any the case involving of a liability of the Vendor to pay an additional amount to the Purchaser claim under paragraph 5.2 as a result of: 6.5.1 any deduction or withholding being required by law to be madeclause 2.3 (Group Relief Payment), the due date for payment under this Deed shall be on the 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 same Buyer 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 estimate (if necessary as determined under the said Clause 3.9) is less than the Minimum Buyer’s Allowance, a 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 further Compensation Payment will forthwith be made in reduction of the purchase price in an amount referable to that shortfall. 11.7 Interest at an annual rate of 3 % above LIBOR shall be payable on any amount payable under this Deed which is not paid on 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 the date falling five 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 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)hereunder.

Due date for payment. 6.1 The Subject to paragraph 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 five ten Business Days after the Purchaser has served a notice on the Vendor demanding such payment and the date determined in accordance with paragraphs 6.2 to 6.46. 6.2 In any case involving a Liability to Taxation falling within paragraph (a) of the definition of that expression in paragraph .1.1 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 any 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 '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 '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 '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 's Relief); or 6.4.2 if the Purchaser’s '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 the date falling five 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 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 365 day year.