Common use of DUE DATE OF PAYMENT Clause in Contracts

DUE DATE OF PAYMENT. 5.1 Where a claim under this Part of this Schedule relates to a liability to make or suffer an actual payment or increased payment of Tax, the Sellers shall pay to the Purchaser the amount claimed under this Schedule in respect thereof on or before the date which is the later of the date fifteen (15) Business Days after written demand is made therefor under this Schedule and two (2) Business Days prior to 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. 5.2 Where a claim under this Schedule relates to the set off of a repayment of Tax, credit or other amount payable by a Tax Authority, the Sellers shall pay to the Purchaser the amount claimed under this Part of this Schedule in respect thereof on or before the date which is the later of the date fifteen (15) Business Days after written demand is made therefor under this Part of this Schedule and the date when such payment would have been due were it not for such setting off. 5.3 Where a claim under this Schedule relates to the use or set off of any Relief other than a repayment of Tax, credit or other amount payable by a Tax Authority, the Sellers shall pay to the Purchaser the amount claimed under this Part of this Schedule in respect thereof on or before the date which is the later of the date fifteen (15) Business Days after written demand is made therefor under this Schedule, and the date or dates referred to in paragraph 5.1 that apply to Tax which is payable but which would not have been payable but for such use or set off.

DUE DATE OF PAYMENT. 5.1 4.1 Where a claim under this Part of this Schedule relates to a liability to make or suffer an actual payment or increased payment of Tax, the Sellers shall pay to the Purchaser the tax or an amount claimed under this Schedule in respect thereof on or before the date which is the later of the date fifteen (15) Business Days after written demand is made therefor under this Schedule and two (2) Business Days prior to 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. 5.2 Where a claim under this Schedule relates to the set off of a repayment of Tax, credit or other amount payable by a Tax Authoritythereof, the Sellers shall pay to the Purchaser the amount claimed under this Part of this Schedule in respect thereof on or before the date which is the later of the date fifteen (15) ten Business Days after written demand is made therefor under this Part of this Schedule and the fifth Business Day prior to: (a) in the case of tax in respect of which there is no provision for payment by instalments, the latest date when 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 payment would have been due were it not for tax becomes payable (and so that on each such setting offdate an appropriate proportion of the amount claimed shall be paid, such proportion to be notified by the Purchaser to the Sellers’ Representative at least five Business Days prior to each such date). 5.3 4.2 Where a claim under this Part of this Schedule relates to the use loss or set off of any Relief other than a repayment of Tax, credit or other amount payable by a Tax Authoritytax, the Sellers shall pay to the Purchaser the amount claimed under this Part of this Schedule in respect thereof on or before the date which is the later of the date fifteen (15) ten Business Days after written demand is made therefor under this Part of this Schedule and the date when such repayment would have been due were it not for such loss or setting off. 4.3 Where a claim under this Part of this Schedule relates to the loss, use or set off of any relief other than a repayment of tax, the Sellers shall pay to the Purchaser the amount claimed under this Part of this Schedule in respect thereof on or before the date which is the later of the date ten Business Days after demand is made therefor under this Part of this Schedule, and and: (a) in the case of a relief which is used or set off, the date or dates referred to in paragraph 5.1 4.1(a) or 4.1(b) that would have applied to the tax saved by the use or set off of the relief if that tax had been payable; or (b) in the case of a relief which is lost, the date or dates referred to in paragraph 4.1(a) or 4.1(b) that apply to Tax the tax which is payable but which would not have been payable but for such use loss would have been saved by virtue of such relief, ignoring for this purpose the effect of reliefs (other than deductions in computing profits for the purposes of tax) arising in respect of an event occurring or set offperiod ending after Closing 4.4 Paragraphs 4.1, 4.2 and 4.3 shall apply to any additional amount payable under paragraph 3 of this Part and paragraph 1 of Part C of this Schedule so that such amount shall be paid on the later of the date ten Business Days after demand is made therefor by or on behalf of the claimant and such other date or dates determined under paragraphs 4.1, 4.2 and 4.3 in relation to the tax, relief or costs or expenses to which the claim under this Part of this Schedule in respect of which such additional amount is due, relates.