claim may be brought. The Covenantors shall have no liability in respect of such claim if proceedings have not been commenced within twelve months of the service of such notice. 3.3 Paragraph 2.1 (Limitation on the liability of the Warrantors under the Warranties) of Schedule 5 to the Agreement shall have effect as if incorporated into this Deed mutatis mutandis with any modifications that may be necessary. 3.4 The Buyer shall not enforce any statutory right of recovery against the Covenantors in respect of a Tax Liability to the extent that the Buyer or the Company it has already made a recovery in respect of that liability under this tax covenant. 4.1 The due date for the making of payments under this Deed shall be the date falling 5 Business Days after the Buyer has served a written notice on the Covenantors setting out the relevant details of the Tax Liability and demanding that payment or, if later: (a) in a case that involves an actual payment of or in respect of Tax five Business Days before the date on which such actual payment is due to be made to the relevant Tax Authority; or (b) in a case that falls within paragraph (i) of the definition of Tax Liability (use or loss of Deferred Tax Relief ), five Business Days prior to each date when a Taxation Liability becomes payable which would not have been payable had the Deferred Tax Relief not become unavailable; (c) in a case that falls within paragraph (ii) of the definition of Tax Liability (use or loss of Accounts Relief ) five Business Days prior to the date upon which the repayment of Tax was due or was considered to have been due from the relevant Tax Authority; or (d) in a case that falls within paragraph (iii) of the definition of Tax Liability (use of Post Completion Relief or use of Buyer’s Group Relief ) five Business Days prior to the date on which the Tax would have been payable if the Relief in question had not been utilised; or (e) in the case of costs and expenses, within clause 2.8 of this Deed, the date which is five days after the date on which invoices are received in respect of such costs and expenses. 4.2 If any payment due to be made by the Covenantors under this Deed is not made on the due date for payment, then except to the extent that the Covenantor’s liability under clause 2 compensates the Buyer for the payment by virtue of it extending to interest and penalties, the Covenantors shall pay interest on such sum for the period from and including the due date up to the date of actual payment in accordance with this clause. The Covenantors shall pay interest at the Interest Rate. Interest under this clause shall accrue on the basis of the actual number of days elapsed and a 365 day year and shall 4 Due Date for Payment
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