DUE DATE OF PAYMENT. 7.1 Where any Seller becomes liable to make any payment pursuant to paragraph 2 the Due Date for the making of that payment shall be the date of written demand by the Buyer or (if later): (A) subject as provided by paragraph 7.1(C), in a case that involves an actual payment of tax by the Company (or would have done but for the use of any Relief or right of repayment as referred to in paragraph 1.3(C)) seven days prior to the date that is the last date on which the Company or Buyer would have had to have paid to the appropriate Tax Authority the tax that has given rise to the Sellers’ liability under this Schedule in order to avoid incurring a liability to interest or a charge or penalty in respect of that tax liability; (B) in a case falling within paragraph 1.3(A) or (B), the date on which any tax liability would have fallen due but for any available Reliefs, rights of repayment or claims of a similar nature; (C) in a case falling within paragraph 1.3(C), the date on which the Company becomes due to pay any tax which it would not, but for such setting off, have had to pay; or (D) in a case falling within paragraph 2.1(C) a liability to inheritance tax or a charge on or power to sell, mortgage or charge any of the shares or assets of the Company shall be treated as becoming due, and a charge or power to sell, mortgage or charge as arising, on the date of the transfer of value or other date or event on or in respect of which it becomes payable or arises and the provisions of section 213 of the Inheritance Tax ▇▇▇ ▇▇▇▇ shall not apply.
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Sources: Share Purchase Agreement, Sale and Purchase Agreement (Crawford & Co)